The SAS is the only Uruguayan limited-liability company you can own on your own, permanently. That difference from the SRL — which requires you to find a second partner within a year — is the main reason it was created. Here is how it is incorporated, what capital must be paid in and by when, and when it beats the alternatives.
Legal framework: Law 19.820 on Entrepreneurship. Registry requirements can change: confirm with a notary before incorporating.
What an SAS is
The Simplified Joint Stock Company combines the best of two worlds: the independent legal personality and share capital of a corporation, with the fast incorporation and management flexibility of small structures.
It can be set up to carry out rural, industrial or commercial activities. And here is the defining point: it can be incorporated by a single individual, by a legal entity that is not a corporation, or by several people. With no obligation to add members afterwards.
Capital: how much to put in and when
These are the concrete rules, which few articles explain properly:
- The share capital must be fully subscribed at incorporation. Subscribing means committing to contribute.
- Of that capital, at least 10% must be paid in if the contribution is in cash, or 100% if it is in kind (assets). Paying in means actually handing it over.
- The total period to pay in the capital cannot exceed 24 months.
The practical consequence is convenient: if you contribute cash, 10% gets you started and you have up to two years to complete the rest. If you contribute an asset, it goes in whole at once.
Registration deadline: 30 days
Registration takes place within 30 calendar days following the date of the bylaws. That clock starts on the day of signing, not when you began thinking about the business.
One point in the SAS’s favour: there are specific procedures allowing electronic registration with public bodies, which simplifies the process considerably.
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What it costs to set up an SAS
This is the most searched question, and the honest answer has fixed and variable parts:
- Professional fees for the notary and, where applicable, the accountant. This is the main component and varies with the firm and the complexity of the bylaws.
- Registry fees and publications.
- The capital you pay in, which is not a cost but a contribution to your own company — though it is money you need available: at least 10% if in cash.
What is verifiable is that setting up an SAS costs less than a traditional corporation, both for the incorporation itself and for the ongoing formalities. That was one of the stated aims of the law that created it.
Management: one legal representative minimum
SAS management is deliberately flexible: it requires only one Legal Representative as a minimum, and meetings of the corporate bodies do not have to meet the strict formalities of a corporation. Fewer minutes, fewer notices, lower recurring administrative cost.
SAS, SRL or SA: which suits you
| SAS | SRL | SA | |
|---|---|---|---|
| Minimum members | 1, permanently | 2 (or 1 with a year to add another) | Depends on type |
| Capital | Shares | Non-negotiable quotas | Shares |
| Joining and leaving | Share transfer | Amend the articles | Share transfer |
| Formalities | Low | Medium | High |
| Incorporation cost | Lower than SA | Medium | Highest |
The practical rule: if you are going solo or expect investors to come in, SAS. If you are stable partners who will manage together, the SRL also works. If turnover is still small and you do not need to separate assets, start with a sole proprietorship and convert later. Full comparison in types of companies in Uruguay.
Can a foreign national be a shareholder or director?
Yes. There is no nationality restriction on being a shareholder or legal representative of a Uruguayan SAS. What you will need for day-to-day operations — opening the bank account, signing before public bodies — is a Uruguayan identity document, which means having started your legal residency and obtained the identity card.
Corporate documentation issued abroad must be apostilled or legalised and translated where applicable.
Taxes
An SAS is taxed under the general regime: IRAE on business income, VAT on taxable transactions and Net Worth Tax where applicable. More detail in taxes in Uruguay.
Frequently asked questions
Can I set up an SAS on my own?
Yes. A single individual can incorporate one, and there is no obligation to add members later. That is the main difference from the SRL.
How much capital do I need for an SAS?
Capital must be fully subscribed at incorporation, paying in at least 10% if the contribution is in cash or 100% if in kind. The total payment period cannot exceed 24 months.
What does it cost to set up an SAS in Uruguay?
It depends on professional fees, registry charges and publications. What is verifiable is that it costs less than incorporating a traditional corporation.
What is the registration deadline?
Thirty calendar days from the date of the bylaws.
Can a corporation incorporate an SAS?
No. It can be done by an individual, by a legal entity that is not a corporation, or by several people.
Can a foreign national be a shareholder or director of an SAS?
Yes, there is no nationality restriction. To operate they will need a Uruguayan identity document.
What activities can an SAS carry out?
Rural, industrial or commercial activities.
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