Trading companies in Uruguay: how international purchase and sale transactions are taxed

Uruguay is a common hub for international trading: companies that buy grain, metals, inputs or services in one country and resell them in another, without the goods ever passing through Uruguayan territory. The tax burden on the margin is very low, but the regime has precise conditions and sits alongside transfer pricing rules, bank requirements and, from 2026, the global minimum tax. This guide explains how a trading company in Uruguay is taxed, what substance it should have, when a free zone makes sense and how the operation is organised in practice.

Main guide: tax strategy with a legal approach, where we explain how we design business structures that hold up before the DGI and foreign tax authorities.

What a trading company in Uruguay is

A “trading company” is a Uruguayan company, usually a corporation (sociedad anónima) or an SAS, that buys from a foreign supplier and sells to a foreign customer in its own name, earning the price difference, while the goods travel directly from origin to destination.

IRAE taxes income from activities carried out, assets located or rights economically used in Uruguay (article 16 of Title 4 of the 2023 Consolidated Text). In trading, the goods are abroad, but management and commercial decisions are made in Uruguay; that mix is what led to a specific regime.

IRAE: the 3% regime of Resolution 51/997

DGI Resolution No. 51/997 of 19 March 1997 sets out a method for determining Uruguayan-source net income from intermediation carried out within the national territory in the purchase and sale of goods located abroad that neither originate in nor are destined for the national territory. Uruguayan-source net income is fixed at 3% of the difference between the sale price and the purchase price of those goods. The DGI continues to apply this regime in recent rulings (for example, Rulings No. 6,205 of 2019 and No. 6,300 of 2020).

The IRAE rate of 25% (article 23 of Title 4) applies to that income. A simplified example:

Item	Amount
Purchase price paid to the foreign supplier	1,000,000
Sale price charged to the foreign customer	1,050,000
Difference (gross margin)	50,000
Uruguayan-source net income (3% of the margin)	1,500
IRAE (25%)	375

The burden is roughly 0.75% of the gross margin. Three clarifications:

• The conditions are substantive: if the goods originate in or are destined for Uruguay, the general export and import rules apply.
• Minimum advance payments: the company still pays them; to place itself on the scale, the DGI accepted using 3% of sales revenue (Ruling No. 6,205).
• Other Uruguayan-source income is taxed under the general regime.

Trading in services and the 50% figure

According to the DGI, Resolution 51/997 also covers intermediation in the provision of services, provided the services are rendered and economically used outside the country, with the same deemed income of 3% of the difference between sale and purchase price. In Ruling No. 6,300 (2020), concerning a company that bought services from an Argentine provider and resold them abroad, the DGI stated that:

• the regime applies when the services exhaust the income-producing source, even if administrative tasks are performed in Uruguay;
• if the source is not exhausted, the resolution does not apply and Uruguayan-source income must be determined using an appropriate technical method;
• the special treatment of digital services designed for non-residents cannot be used by a resident company.

It is common to read that trading in services is taxed on 50%. That percentage belongs to a different rule: article 60 of Title 4 sets it for intermediation in services provided through the internet or platforms when one of the parties is abroad (100% if both are in Uruguay). It is not the general trading regime.

VAT, dividends, net wealth tax and ICOSA

VAT

VAT applies to the domestic circulation of goods, services rendered within the national territory and the import of goods (article 1 of Title 10). A sale of goods that never enter Uruguay, or of services rendered and used abroad, does not trigger the taxable event; the DGI confirmed this expressly for services in Ruling No. 6,300. VAT on local expenses must be analysed separately, as its recovery depends on how each transaction is classified.

Dividends

Dividends bear 7% non-resident income tax (IRNR), or personal income tax (IRPF) if the shareholder is a resident individual, only on the portion that corresponds to income taxed under IRAE (articles 18 and 19 of Title 8), which in trading is small.

Net wealth tax and ICOSA

Companies pay net wealth tax (Impuesto al Patrimonio) at 1.5% of their taxable net worth (article 53 of Title 14), which is made up of assets located in the country. Corporations also pay ICOSA: 0.75% on a fixed base of 578,428 UI for each fiscal year-end, and 1.5% upon incorporation (Title 16).

Substance: what has to happen in Uruguay

The resolution refers to intermediation carried out within the national territory. If negotiation and management take place in another country and the Uruguayan company merely invoices, the DGI may challenge the regime and the supplier’s or customer’s tax authority may consider that the income arises there. What usually supports substance:

• Effective management in Uruguay: directors who decide from the country, with minutes that show it.
• Office and staff proportionate to the volume, who negotiate and coordinate logistics.
• Own risks: title to the goods, credit risk and financing.
• Documentation for each transaction: purchase and sale contracts, invoices, bills of lading and insurance.
• Own bank accounts through which collections and payments flow.

Transfer pricing and related parties

Many trading companies buy from or sell to a company of the same group. In that case, prices must match those that independent parties would agree (article 46 of Title 4), and transactions with entities in low or no-tax countries or regimes are presumed, without proof to the contrary, to be between related parties (article 48).

For commodities quoted on transparent markets, article 51 of Title 4 mandatorily uses the quoted price on the loading date when a related foreign intermediary that is not the actual recipient of the goods is involved, unless that intermediary has real presence, functions and risks proportionate to the volume and no more than 30% of its transactions with related parties. The rule targets Uruguayan exporters, but it illustrates the approach other tax authorities apply to the Uruguayan trader of their group. More detail in our guide to transfer pricing for cross-border groups.

The free zone alternative

Free zone users are exempt from all national taxes on their authorised activities (article 19 of Law 15,921). They may trade goods that enter the zone and also deal in goods located abroad that neither originate in nor are destined for Uruguay, if that activity is provided for in the approved contract and business plan (articles 2 bis and 14 bis).

In return, the regime requires an exclusive corporate purpose, activity within the zone, minimum levels of staff or assets that the Executive Branch may set, a minimum share of Uruguayan staff (75%, or 50% for services, as worded by Law 20,446) and a sworn statement every two years. In general, an ordinary company under the 3% regime is simpler for a trader without physical logistics, while a free zone is justified where there is volume, warehousing of goods or teams that will be set up anyway. See the characteristics of Uruguay’s free trade zones.

Law 20,095, Law 20,446 and the global minimum tax

• Law 20,095 (fiscal years from 2023): taxed certain foreign passive income of multinational group entities lacking sufficient substance. The trading margin is not passive income, but interest on investments the company holds abroad is.
• Law 20,446 (in force since 1 January 2026): created the Domestic Minimum Top-up Tax (Title 21) for entities of multinational groups with consolidated revenue of EUR 750 million or more in at least two of the four preceding fiscal years, when the group’s effective tax rate in Uruguay is below 15%. A burden close to 0.75% of the margin is well below that minimum.

Based on the rules reviewed, neither law amended Resolution 51/997.

Banks, compliance and double tax treaties

Trading moves high volumes on thin margins, and banks look at it closely: they usually ask for the business model, the main suppliers and customers, and contracts and transport documents for specific transactions. See bank due diligence for corporate structures.

The company must report its beneficial owners to the registry kept by the Central Bank (BCU) under Law 19,484 (see beneficial ownership in Uruguay), and financial accounts are reported to the DGI under the CRS standard. As for double taxation, Uruguay has a treaty network that can reduce withholding in some counterparties’ countries and makes it easier for the company to evidence its tax residence; the treaty applicable to each flow should be checked in our guide to Uruguay’s double taxation treaties.

Setting up the operation, step by step

1. Preliminary analysis: flows of goods and funds, links with counterparties and rules in the countries of origin and destination.
2. Vehicle: corporation, SAS or free zone user.
3. Incorporation and registrations: DGI, BPS and beneficial owners with the BCU.
4. Local structure: directors who decide from Uruguay, an office and staff or management services.
5. Banks: accounts with a complete compliance file and, if needed, letters of credit or trade finance.
6. Operation: accounting per transaction, monthly advance payments, annual IRAE return and, where applicable, transfer pricing.

Frequently asked questions

Trading companies with GlobalTax

At GlobalTax we analyse the flow of transactions, incorporate the company and support its tax and banking management, coordinating with advisers in other jurisdictions. More information on our tax strategy with a legal approach page.