The SRL is the company for partners who know each other. Its capital is not divided into shares but into quotas that cannot be freely sold, and that single feature defines who it suits and who it does not. Here is exactly what it is, how it is set up step by step, the legal deadlines you should not miss, and when an SAS suits you better.
Legal framework: Law 16.060 on Commercial Companies. Registry requirements can change: confirm with a notary before incorporating.
What an SRL is
The Sociedad de Responsabilidad Limitada (limited liability company) is designed for small and medium-sized businesses. It has its own legal personality — the company’s assets are separate from the partners’ — and each partner’s liability is limited to paying up their quotas. If the business fails, partners’ personal assets are not pursued beyond what they committed to contribute.
It works for almost any commercial activity, with one important exception: it cannot engage in financial, brokerage or insurance activities. Those require other structures and authorisations.
Quotas: the feature that defines everything
An SRL’s capital is divided into quotas of equal value, cumulative and indivisible, and here is the key point: those quotas cannot be represented by negotiable instruments. They are not shares. They are not bought and sold on a market, nor transferred by endorsement.
The practical consequence is significant: joining or leaving an SRL means amending the articles of association, with a deed and registration. That is why an SRL works well when the partners know each other and plan to stay, and works badly when investor turnover is expected.
How many partners it can have
- Maximum: 50 partners. Above that, the company must convert into a corporation (SA) within two years or be dissolved.
- If incorporated with a single partner, a second must be brought in within one year.
That last point is a central difference from the SAS, which does allow a single shareholder permanently.
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How it is incorporated, step by step
- Articles of association by public deed. They must state who is entering into them, the company type, the name, the domicile, the purpose or activity, the capital, the contributions, how profits and losses are shared, the management arrangements and the company’s term.
- Registration with the BPS-DGI single window, which must be done within 24 working hours of signing.
- Registration with the Public Commercial Registry of the corporate domicile, within 30 days counted from the day after the deed is granted.
- Publications in the Official Gazette and one other newspaper of your choice. Only on publication is the company definitively constituted as an SRL.
There is also the “Empresa en el Día” route, which speeds up registration considerably.
The two deadlines not to miss
Note these two, because they are what cause problems: 24 working hours for the BPS-DGI single window and 30 days for the Public Commercial Registry. They run from the signing of the deed, not from when you decide to incorporate.
Management
In an SRL all partners take an active role in management, unlike a corporation where shareholders can be purely passive. Another reason the structure fits partners who work together better than external investors.
Taxes
An SRL is taxed like any company under the general regime: IRAE on business income, VAT on taxable transactions and Net Worth Tax where applicable, plus employer contributions to the BPS for staff. Details in the guide to taxes in Uruguay.
SRL, SAS or sole proprietorship: which suits you
| Sole proprietorship | SRL | SAS | |
|---|---|---|---|
| Members | 1 (the owner) | 2 to 50 | From 1, no cap |
| Liability | Unlimited, personal assets | Limited to contribution | Limited to contribution |
| Capital | No minimum | Quotas, non-negotiable | Shares |
| Members joining or leaving | Not applicable | Amend the articles | Share transfer |
| Best for | Starting alone, invoicing fast | Stable partners managing together | Going solo or with investors |
In short: if you are starting alone with low turnover, look at the sole proprietorship. If you are two or more partners who will manage together for the long term, the SRL is a good fit. If you expect investors to come and go, the SAS will give you far less friction. Full comparison in types of companies in Uruguay.
If you are a foreign national
A foreign national can be a partner in a Uruguayan SRL. For day-to-day operations you will need a Uruguayan identity document, which means having started your legal residency and obtained the identity card. Corporate documents issued abroad must be apostilled or legalised and translated where applicable.
Frequently asked questions
What does SRL stand for?
Sociedad de Responsabilidad Limitada — a limited liability company in which each partner’s liability is limited to paying up their capital quotas.
How many partners does an SRL need?
Up to 50. If incorporated with a single partner, a second must join within a year. Above 50, it must convert into a corporation within two years.
Can SRL quotas be sold?
Not the way shares are. Quotas cannot be represented by negotiable instruments, so transferring them means amending the articles of association.
What activities can an SRL not carry out?
Financial, brokerage and insurance activities.
How long does it take to incorporate an SRL?
It depends on the notary and the registry, but the legal deadlines are clear: 24 working hours to register with the BPS-DGI single window and 30 days for the Public Commercial Registry from signing. The “Empresa en el Día” route speeds things up.
Can a foreign national be a partner in an SRL?
Yes. To operate they will need a Uruguayan identity document, and foreign documentation must be apostilled or legalised.
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