Opening a Company

The first step is to define the type of company to be established in order to know the requirements and steps to follow; in Uruguay there are similar types of corporations than those in the rest of the world, and it is possible to create a new legal entity, as well as install a branch of a foreign company.

Start doing business in Uruguay

Steps for its constitution

The recommendation is to begin by searching and reserving the name before the National Internal Audit Office (AIN), although this is not a mandatory step. This is done to ensure that the name to be used is not the same as that of another existing company.

Up to three (3) names may be searched and the reservation will be valid for sixty (60) days for use in a corporation.

The AIN must approve the bylaws. This can occur in one of the following ways:

a) Using one of the five (5) standardized bylaws

b) using non-standardized bylaws, i.e. by customizing the bylaws*
*This option is more expensive and requires a longer process in the agency.

A notary public must draft the bylaws. They will also be in charge of drafting information on the head office, board of directors and of informing the Central Bank of Uruguay (BCU) who the final beneficiary is.

The process by which the Stock Corporation which is being set up complies with the obligation to register with the Tax Administration, prior to commencing its economic activity, and which is associated with the assignment of a Registry number.
The Stock Corporation must register its by-laws, registered office and composition of the Board of Directors with the General Directorate of Registration.
Once the process has been approved by DGR, an extract must be published in the Official Gazette (IMPO) and in another national newspaper.

After the publication has been made, a notary must present the sworn declaration to the Central Bank of Uruguay (BCU), before the register of equity participation holders.

This is a necessary requirement to finalize the company creation process.

Steps for its constitution

This procedure corresponds to the Incorporation and Registration of a Simplified Stock Corporation (SAS), in its digital version in accordance with Article 11 Law N°19,820 and Articles 1 and 2 Decree N°399/019 whose partners, administrators and representatives are solely individuals.

In this version of the online procedure you can register corporations of up to 6 partners and add up to 3 administrators and representatives who may or may not be partners (a total of 9 individuals), with a single or multi person regime. If the administration is handled by multiple people, the representation may be exercised by any and all designated people, solely or jointly.

The activities to be carried out by the corporation cannot include agricultural and livestock activity.

After the publication has been made, a notary must present the sworn declaration to the Central Bank of Uruguay (BCU), before the register of equity participation holders. This is a necessary requirement to finalize the company creation process.

Steps for its constitution

The founding partners must execute a social contract that must be registered in the National Registry of Commerce (RNC) General Registry Office.

At this stage, a notary public must be present, who will also be responsible for informing the final beneficiary to the Central Bank of Uruguay (BCU).

The process through which the partners that make up the corporation and have previously determined the type of said corporation comply with the obligation of registering with the Tax Administration prior to the start of economic activity, and this registration is associated with an allocation of a registration number. Related to the registration made as an association by one or more individuals or legal entities, documented in written form.
Once the process has been approved by DGR, an extract must be published in the Official Gazette (IMPO) and in another national newspaper.
The process by which the company complies with the obligation to register with the Tax Administration prior to the start of economic activity, and this registration is associated with an allocation of a registration number.
Stock Corporation (S.A.)

Steps for its constitution

Name search and reservation - National Internal Audit Office (AIN)

The recommendation is to begin by searching and reserving the name before the National Internal Audit Office (AIN), although this is not a mandatory step. This is done to ensure that the name to be used is not the same as that of another existing company.

Up to three (3) names may be searched and the reservation will be valid for sixty (60) days for use in a corporation.

Approval of bylaws - National Internal Audit Office (AIN)

The AIN must approve the bylaws. This can occur in one of the following ways:

a) Using one of the five (5) standardized bylaws

b) using non-standardized bylaws, i.e. by customizing the bylaws*
*This option is more expensive and requires a longer process in the agency.

A notary public must draft the bylaws. They will also be in charge of drafting information on the head office, board of directors and of informing the Central Bank of Uruguay (BCU) who the final beneficiary is.

Registration before the General Tax Directorate (DGI) and the Social Security Entity (BPS)
The process by which the Stock Corporation which is being set up complies with the obligation to register with the Tax Administration, prior to commencing its economic activity, and which is associated with the assignment of a Registry number.
Registration before the General Directorate of Registration (DGR)
The Stock Corporation must register its by-laws, registered office and composition of the Board of Directors with the General Directorate of Registration.
Publication
Once the process has been approved by DGR, an extract must be published in the Official Gazette (IMPO) and in another national newspaper.
Registration of Holders with BCU

After the publication has been made, a notary must present the sworn declaration to the Central Bank of Uruguay (BCU), before the register of equity participation holders.

This is a necessary requirement to finalize the company creation process.

Simplified Stock Corporation (S.A.S)

Steps for its constitution

This procedure corresponds to the Incorporation and Registration of a Simplified Stock Corporation (SAS), in its digital version in accordance with Article 11 Law N°19,820 and Articles 1 and 2 Decree N°399/019 whose partners, administrators and representatives are solely individuals.

In this version of the online procedure you can register corporations of up to 6 partners and add up to 3 administrators and representatives who may or may not be partners (a total of 9 individuals), with a single or multi person regime. If the administration is handled by multiple people, the representation may be exercised by any and all designated people, solely or jointly.

The activities to be carried out by the corporation cannot include agricultural and livestock activity.

After the publication has been made, a notary must present the sworn declaration to the Central Bank of Uruguay (BCU), before the register of equity participation holders. This is a necessary requirement to finalize the company creation process.
Limited Liability Company (S.R.L.)

Steps for its constitution

Registration before the General Directorate of Registration (DGR)

The founding partners must execute a social contract that must be registered in the National Registry of Commerce (RNC) General Registry Office.

At this stage, a notary public must be present, who will also be responsible for informing the final beneficiary to the Central Bank of Uruguay (BCU).

Registration before the General Tax Directorate (DGI) and the Social Security Entity (BPS)
The process through which the partners that make up the corporation and have previously determined the type of said corporation comply with the obligation of registering with the Tax Administration prior to the start of economic activity, and this registration is associated with an allocation of a registration number. Related to the registration made as an association by one or more individuals or legal entities, documented in written form.
Publication
Once the process has been approved by DGR, an extract must be published in the Official Gazette (IMPO) and in another national newspaper.
Sole Proprietorship
The process by which the company complies with the obligation to register with the Tax Administration prior to the start of economic activity, and this registration is associated with an allocation of a registration number.
For detailed information on the characteristics of each type of company, please see the Investor Guide here.