Types of Companies in Uruguay

Choosing the wrong company structure is expensive and hard to undo. Starting as a sole trader and converting later is not the same as going straight to an SAS, and the real difference is not tax — almost all of them are taxed the same — but who answers for the debts and what happens when someone joins or leaves. Here is the full comparison and how to decide.

The comparison at a glance

	Sole proprietorship	SRL	SAS	SA
Members	1, the owner	2 to 50	From 1, no cap	No cap
Liability	Unlimited, personal assets	Limited to contribution	Limited to contribution	Limited to contribution
Legal personality	No	Yes	Yes	Yes
Capital	No minimum	Non-negotiable quotas	Shares	Shares
Joining and leaving	Not applicable	Amend the articles	Transfer shares	Transfer shares
Formalities	Minimal	Medium	Low	High
Incorporation cost	Lowest	Medium	Lower than SA	Highest

The question that settles it: do you need to separate your assets?

Answer this before comparing taxes or setup costs. It is what shapes the decision most.

In a sole proprietorship there is no separation: the business is you, and you answer with your personal assets for its debts. In the three company forms — SRL, SAS and SA — liability is limited to the contribution and the company’s assets are distinct from yours.

If you are going to take on debt, sign large contracts, hire staff at volume or work in an activity exposed to claims, the sole proprietorship stops being reasonable however cheap it is.

The four types, one by one

Sole proprietorship

An individual invoicing in their own name. No minimum capital, quick and cheap registration with BPS and DGI, and three tax regimes depending on turnover: monotributo, Literal E or the general regime. Monotributo has an income ceiling of 183,000 UI in the financial year.

The three regimes are not freely chosen: they depend on turnover and activity. Monotributo is a single contribution replacing taxes and social security payments. Literal E is a simplified DGI regime with a fixed monthly minimum VAT payment and no IRAE settlement. The general regime means settling VAT and IRAE with formal accounting.

Two limits worth knowing beforehand: ownership cannot be transferred — if you sell the business, you close yours and the buyer opens theirs — and registration has a deadline: within the month you start the activity, or from the 25th of the previous month if the start falls in the following month.

Best for: starting alone, with low turnover and no significant asset risk. Full guide.

SRL — limited liability company

Two to 50 partners, with capital divided into quotas that cannot be represented by negotiable instruments. That means joining or leaving requires amending the articles of association, with a deed and registration. All partners take an active role in management. It cannot engage in financial, brokerage or insurance activities.

Two composition rules to keep in mind: if incorporated with a single partner, a second must join within a year; and above 50 partners, the company must convert into an SA within two years or be dissolved.

The articles are granted by public deed and carry two deadlines not to miss: 24 working hours to register with the BPS-DGI single window and 30 days for the Public Commercial Registry, both from signing. Only with publication in the Official Gazette and another newspaper is it definitively constituted.

Best for: stable partners who will manage together for the long term. Full guide.

SAS — simplified joint stock company

The most flexible form, created by Law 19.820. A single person can incorporate one permanently — without the SRL’s obligation to add a second partner — capital is in transferable shares, one legal representative is enough and formalities are low. Capital must be fully subscribed, with at least 10% paid in if in cash, and up to 24 months to complete it.

It can be incorporated by an individual, by a legal entity that is not a corporation, or by several people, for rural, industrial or commercial activities. It is registered within 30 calendar days of the date of the bylaws, and there are electronic registration procedures with public bodies that speed things up considerably.

On cost: setting up an SAS is cheaper than a traditional corporation, both for the initial process and for ongoing formalities. That was one of the stated aims of the law that created it.

Best for: going solo, or expecting investors to come and go. Full guide.

SA — corporation

The most formal structure and the most expensive to set up and maintain. Share capital, corporate bodies with strict formalities and a heavier recurring administrative load. In exchange, it is the standard form for large operations, with many shareholders or where an institutional signal is needed.

Best for: operations at scale, with corporate governance structure. Full guide.

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The costliest mistakes when choosing

Choosing on setup cost

The most common error. The cost difference between a sole proprietorship and an SAS is recovered in months; the difference between answering or not with your house for a debt is never recovered. Setup cost should be the last criterion, not the first.

Defaulting to an SRL because there are two of you

Many people choose an SRL simply because there are two partners. But if there is any chance one will leave, or a third will join, the SRL requires amending the articles every time. In an SAS that same operation is a share transfer.

Not projecting turnover

In a sole proprietorship, moving from monotributo to Literal E or the general regime completely changes the administrative load and the need for an accountant. Estimate first-year volume before registering.

Forgetting the registration deadlines

Each form has its own and they run from signing, not from when you decided. Missing them generates avoidable fines.

How to decide in three questions

Do you need to separate personal and business assets? If yes, rule out the sole proprietorship.
Will you be alone or with partners, and do you expect that to change? If you expect investor turnover, SAS. If they are fixed partners managing together, SRL.
What volume and what level of formality do you need? If you will operate at scale or with many shareholders, SA. Otherwise there is almost always a simpler, cheaper option.

And one practical recommendation: project expected turnover before registering, not after. The sole proprietorship’s tax regimes change the administrative load considerably, and finding out late means redoing paperwork.

The steps, in order

Choose the form using the three questions above.
Sort out your identity document if you are a foreign national: without a Uruguayan ID every subsequent step gets harder.
Incorporate: direct registration with BPS and DGI for a sole proprietorship; public deed before a notary for companies.
Register with the relevant bodies, respecting each form’s deadlines.
Publish, for the company forms that require it.
Open the company bank account and settle the tax regime.

For companies there is also the “Empresa en el Día” route, which speeds up registration considerably.

General requirements to set up a company

Being of legal age.
A valid identity document in Uruguay: identity card or passport if you are a foreign national.
Choosing the company form.
Registering with DGI and BPS, and with the MTSS where applicable.
Meeting the specific requirements of the chosen form: public deed and registration for companies.

Taxes: almost always the same

Here is the surprising part: the company form does not substantially change the tax burden. SRL, SAS and SA are taxed under the general regime — IRAE on business income, VAT on taxable transactions and Net Worth Tax where applicable — plus employer contributions to the BPS.

The exception is the sole proprietorship, which depending on turnover can access monotributo or Literal E, simplified regimes not available to companies. Full detail in taxes in Uruguay.

If you are a foreign national

There is no nationality restriction on being a partner, shareholder or legal representative of a Uruguayan company. What you 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.

Corporate documentation issued abroad must be apostilled or legalised and translated where applicable.

Frequently asked questions

Which company should I set up in Uruguay?

It depends on whether you need to separate your assets and whether you will be alone or with partners. Sole proprietorship to start alone with low turnover; SAS to go solo or with investors; SRL for stable partners managing together; SA for operations at scale.

What is the main difference between SAS and SRL?

An SAS can have a single member permanently and its capital is in transferable shares. An SRL requires a second partner within a year and its quotas are not negotiable instruments, so transferring them means amending the articles.

Does a sole proprietorship protect my personal assets?

No. It has no separate legal personality, so the owner answers with their personal assets for the business’s debts.

Do taxes change with the company type?

Not substantially between SRL, SAS and SA: all are taxed under the general regime. A sole proprietorship can access monotributo or Literal E depending on turnover.