Uruguay company structures: at a glance

Options for registering companies in Uruguay

Uruguay is a democratic republic in South America and a member of MERCOSUR, offering stable political conditions and access to regional trade and cross-border commercial frameworks.

Company formation is governed by the General Companies Law and regulated by the Auditoría Interna de la Nación, with full foreign ownership permitted across most corporate structures.

The corporate structures differ in legal separation, tax exposure, capital requirements and operational control, which directly affects how foreign companies establish and manage local operations.

Uruguay offers international investors the following legal structures for establishing a local presence:

Private limited company (Sociedad de responsabilidad limitada - SRL)

A private limited company is a separate legal entity with limited liability structured for controlled ownership and operational business activity.

• An SRL is a separate legal entity where shareholders have liability limited to their capital contribution, unlike a branch where the parent is exposed; 100% foreign ownership is permitted under Uruguayan law.
• This structure is commonly used for operating commercial and service businesses in Uruguay, supporting contracts, local trading and revenue generation within the national regulatory environment.
• A minimum capital of US$1 is required and capital is declared based on operational scale under statutory rules without predefined thresholds imposed by corporate legislation.
• An SRL must appoint at least one legal representative responsible for statutory compliance and filings, forming the essential governance mechanism for maintaining regulatory obligations.
• Corporate income tax applies at 25%, with requirements to maintain accounting records, file annual returns and comply with audit rules where statutory thresholds are met.
• Beneficial ownership must be reported to the Central Bank of Uruguay and banks require authorised signatories for account opening, ensuring transparency and traceable control.
• Unlike a free trade zone corporation, this structure does not benefit from tax exemptions and operates under the full domestic tax regime, limiting efficiency for export-focused business models.

Limited partnership (Sociedad en comandita simple)

A limited partnership is a contractual arrangement combining general partners with unlimited liability and limited partners with restricted financial exposure.

• A limited partnership includes at least one general partner with unlimited liability, unlike an SRL which limits liability, while foreign investors typically participate as limited partners in defined roles.
• This structure is commonly used for investment structures and joint ventures, separating capital provision from management control through partnership agreements.
• A minimum capital of US$1 applies, with contributions defined contractually between partners rather than structured through statutory share capital mechanisms.
• The structure requires a legal representative to handle regulatory interaction and compliance obligations, ensuring formal recognition under Uruguay’s corporate framework.
• The entity is disregarded for corporate tax, with 12% tax applied on earnings distributed to non resident partners, alongside reporting and accounting compliance obligations.
• Beneficial ownership disclosure requirements apply based on partner structure and banks require authorised partner signatories, ensuring financial transparency within regulated environments.
• In contrast to an SRL, this structure does not provide full liability protection to all participants and exposes general partners to obligations without limitation, restricting risk containment.

Branch (Sucursal)

A branch is an extension of a foreign company without separate legal personality, operating directly under the parent entity’s legal identity.

• A branch is not a separate legal entity and operates as part of the foreign parent, unlike subsidiaries which separate liability; the parent company assumes full responsibility for obligations.
• This structure is commonly used for direct market entry or project execution where the parent retains full operational control without establishing an independent incorporated entity.
• No minimum capital is required for a branch in Uruguay, as funding is provided directly by the parent company rather than recorded as share capital in a local entity.
• No resident management is required, with governance maintained by the parent entity, removing the need for locally appointed directors or internal corporate bodies.
• Corporate income tax applies at 25% on Uruguay-sourced income, with obligations including tax filings, accounting records and compliance with statutory reporting requirements.
• Beneficial ownership reporting is linked to the parent entity and banks may require foreign signatories during account setup, reflecting reliance on external corporate structures.
• Unlike an SRL, this structure does not provide legal separation from the parent entity and cannot isolate financial risk, limiting its use for independent or ring-fenced operations.

Free trade zone corporation (Sociedad de zona franca)

A free trade zone corporation is a licensed legal entity operating within designated zones under a framework providing tax exemption for qualifying activities.

• A free trade zone corporation is a separate legal entity operating within designated zones, unlike domestic companies and permits 100% foreign ownership under specific regulatory frameworks.
• This structure is commonly used for export-oriented services, logistics and regional headquarters activities restricted to authorised zones and international business operations.
• A minimum capital of US$1 is required, with capital aligned to operational plans and subject to approval under licensing conditions imposed by zone authorities.
• A legal representative must be appointed in Uruguay to ensure regulatory compliance and interaction with zone authorities. This requirement aligns with domestic entities which maintain local accountability structures.
• Corporate income tax is 0% if certain conditions are met, with ongoing obligations to comply with regulatory reporting, operational criteria and zone-specific requirements.
• Beneficial ownership disclosures are required and banks require authorised signatories for account opening, ensuring formal oversight within the controlled zone environment.
• Unlike a branch, this structure cannot freely conduct business in the domestic market and is restricted to zone-permitted activities, limiting access to Uruguay’s internal economy.

To help you choose the right structure, we have created an 'at a glance' summary table for the common company types that outlines key structural differences, requirements and incorporation costs. It serves as a valuable resource for foreign companies looking to set up or expand a business in Uruguay.

Comparison of the common types of companies in Uruguay

Information verified against General Directorate of Registries (Dirección General de Registros)

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