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Setting up a foreign company in Uruguay is not a single filing but a sequence: choose the legal form, legalize the parent company’s documents, register the entity, enroll it with the tax and social security authorities, report its beneficial owners and only then start invoicing and hiring. Each step depends on the previous one, and this guide sets them out in the order a foreign company actually goes through them. For the broader picture of why and where to invest, see investing and doing business in Uruguay.
Uruguay’s Commercial Companies Law (Law 16,060) recognizes companies incorporated abroad by operation of law: they may carry out isolated acts and appear in court without further formalities (article 193). But if they intend to pursue their corporate purpose in Uruguay on a regular basis, through a branch or any other permanent representation, they must register and meet the requirements of that same article. In practice there are three options:
| Vehicle | What it is | Key points |
|---|---|---|
| Simplified joint-stock company (SAS) | A Uruguayan company with its own legal personality, created by Law 19,820. | Flexible bylaws, incorporated by public or private instrument. A single-shareholder SAS cannot have a corporation (sociedad anónima) as its sole shareholder (article 11 of Law 19,820). |
| Corporation (SA) | The traditional Uruguayan stock company. | Its incorporation and amendments are reviewed by the Internal Audit Office of the Nation, AIN (article 409 of Law 16,060). |
| Branch | An extension of the foreign company, with no legal personality separate from the parent. | The parent is liable for its obligations and must re-register every amendment to its articles. |
A subsidiary ring-fences risk; a branch avoids creating a new company but ties the local operation to the parent. One rule is worth remembering: a foreign company whose main seat will be in Uruguay, or whose main purpose will be carried out here, is subject to Uruguayan law in full, even for the validity of its articles (article 198). A detailed comparison of company types is in types of companies in Uruguay, and branch-specific requirements are covered in establishing a branch in Uruguay.
Main guide: corporate and cross-border, where we explain how we support foreign groups in structuring and setting up in Uruguay.
Whether a subsidiary is formed or a branch is opened, the foreign company must prove in Uruguay that it exists, who represents it and what it has decided. The usual package includes:
Uruguay approved the 1961 Hague Convention abolishing the requirement of legalization for foreign public documents (Law 18,836). If the country of origin is a party to the Convention, an apostille from that country’s competent authority is enough; if not, the consular legalization chain must be followed.
Foreign documents not written in Spanish must be translated by a Uruguayan sworn public translator to have effect in the country; translations made by the Uruguayan consul in the place of origin are also valid (Decree-Law 15,441, articles 6 and 7).
If the foreign company will be a shareholder of a Uruguayan company, it must also register with the DGI as a member of that company within 30 days of becoming linked to it.
The bylaws may be executed by public or private instrument and must be filed with the National Commercial Registry within 30 days; the SAS is duly incorporated upon that registration (article 11 of Law 19,820). Foreign shareholders that are legal entities are identified by their tax number in their home country (article 12).
There is a fully online procedure on gub.uy that registers the SAS and issues its RUT tax number and BPS company number, but only for companies whose shareholders, directors and representatives are exclusively individuals signing with an advanced electronic signature. When the shareholder is a foreign company, the traditional route with a notary is used.
The bylaws are submitted to the AIN for review and then registered with the National Commercial Registry, with the publications required by law.
Article 193 of Law 16,060 requires registering the articles of association, the resolution to establish in the country, the local address, the appointment of the persons who will manage or represent it and the assigned capital where required by law, along with the publications applicable to the company type. Representatives assume the same liability as directors of a local company (article 195), and if the parent belongs to a company type unknown in Uruguay, the rules for corporations apply (article 196).
Once the entity is registered, it must be enrolled as a taxpayer. Registration is joint with the DGI (tax authority) and the BPS (social security) and must be completed before operations begin; late filing triggers penalties. For a branch, the documentation includes:
A point that often surprises foreign groups: according to the DGI, for IRAE taxpayers or permanent establishments the representative must be resident in Uruguay. In Montevideo, a branch is registered in person by appointment; in the rest of the country the process starts online and is completed at an appointment.
Law 19,484 requires resident entities, as well as non-resident entities operating in Uruguay through a permanent establishment, to identify their beneficial owners and report them to the Central Bank of Uruguay. A beneficial owner is the individual who, directly or indirectly, holds at least 15% of the capital or voting rights, or otherwise exercises ultimate control over the entity (article 22).
More detail in beneficial ownership in Uruguay.
With the RUT and the BCU filing in place, the entity can open its account. The bank will run its own due diligence: bylaws, registration, DGI and BPS certificates, ownership structure, identification of beneficial owners, source of funds and a description of the planned business. For SAS companies, Law 19,820 requires banks to provide mechanisms that make account opening easier (article 45), which does not oblige them to accept every client.
From the start of operations, the entity keeps accounting records and files its returns. Branches must keep separate accounts in Spanish (article 194 of Law 16,060). On the tax side, the core items are:
For multinational groups, Law 20,095 also brought certain foreign passive income of group entities within IRAE (fiscal years beginning on or after 1/1/2023), and Law 20,446, in force since 1/1/2026, broadened the taxation of foreign-source income. In addition, an SAS with annual revenue above 37,500,000 UI becomes subject to AIN oversight (article 10 of Law 19,820).
To have employees, the entity must be registered as an employer with the BPS, take out workplace accident insurance with the state insurer (Banco de Seguros del Estado), keep the work register and comply with the wage council minimums for its sector. If staff are relocated from abroad, their immigration status before the National Migration Office (DNM) should be planned in parallel with the corporate steps.
It is worth assessing whether the project qualifies for an incentive regime:
Because the regime can shape the choice of vehicle, this assessment should be made together with Step 1, not at the end.
There is no single timeframe. In most cases the longest stage is not the Uruguayan one but the foreign one: obtaining certificates, signing resolutions, apostilling and translating. On the local side, the law provides that registry review of SAS companies incorporated online is completed within 24 hours, but that procedure is not available when the shareholder is a company. Add to this the DGI and BPS appointments and each bank’s due diligence. The prudent approach is not to commit to a start date before the bank account is operational.
It may carry out isolated acts and appear in court, since Law 16,060 recognizes it by operation of law. To operate on a regular basis it needs a registered branch or a Uruguayan company.
It depends on the business. A subsidiary has its own legal personality and limits the parent’s liability; a branch is part of the foreign company, which is liable for its obligations.
The gub.uy digital SAS procedure only accepts shareholders, directors and representatives who are individuals with an advanced electronic signature. If the shareholder is a foreign company, the traditional route with a notary is used.
Generally the certificate of existence, the bylaws, the resolution approving the investment or branch, and the powers of attorney. If they are not in Spanish, they must also be translated by a sworn public translator.
New entities have 45 days from formation, or 90 days when holders or beneficial owners are non-residents.
At GlobalTax we coordinate the choice of vehicle, the foreign documentation, the incorporation or branch registration, the DGI, BPS and BCU filings, and the accounting and tax set-up. More information on our corporate and cross-border page.
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