Legal Forms of Business in Uruguay 2026: SAS, SRL, SA or Sole Trader?

Last reviewed: November 2026 · Reviewed by Stéphane Gombauld, tax expert, technologist and digital nomad

You want to run your consulting, agency or startup through Uruguay. The right vehicle depends on your partners, your investors and where you actually work. After reading this, you will know the main legal forms, their 2026 tax cost and the steps to register.

Uruguay legal forms of business in 2026: the key figures

What changed for 2026

• New ICOSA values. The DGI set the 2026 ICOSA at UYU 27,866 a year and UYU 55,732 at incorporation, based on the UI value of 31 December 2025.
• Domestic minimum top-up tax (IMCD). Title 21 of the consolidated code was promulgated on 16 December 2025. It tops up groups with EUR 750 million or more of consolidated revenue to a 15% effective rate in Uruguay. In October 2026, DGI Resolution 2400/026 set how to request the compensation provided by Decree 206/026. A one-founder SAS is not in scope.
• Founders who move in. Law 20.446 reshaped the new-resident regime from 1 January 2026, which matters if you relocate to run your company. See tax incentives for expats and digital nomads in Uruguay.

The legal forms themselves did not change for 2026.

Is this guide for you?

Read on if you…

• plan to live in Uruguay and invoice clients through a company;
• are choosing between a sole proprietorship, an SAS, an SRL and an SA;
• want to know what a Uruguayan company costs in tax each year.

Probably not your case if you…

• live elsewhere and want a "paper" company with no local substance;
• run a bank, insurer or crypto exchange, which need specific licences.

Which business structures exist in Uruguay?

Uruguay XXI, the state investment agency, lists the SA, SRL and SAS as the most used forms. Branches, partnerships, cooperatives and sole traders also exist.

SAS: the default for founders

Law 19.820 created the SAS in 2019. Its key features:

• One shareholder is enough. A person, or a company other than an SA, can form it alone (art. 11).
• No board required. You need at least one legal representative, a person or a company (arts. 12, 29 and 30).
• Limited liability. Shareholders answer only up to their contributions, unless a court lifts the corporate veil (art. 8).
• Who cannot use it. Companies that offer shares publicly or have state participation (art. 8).
• Oversight. Annual income above 37,500,000 UI brings state control (art. 10).

Good news on tax: art. 42 gives the SAS the tax treatment of personal companies "for all tax purposes", including profit distributions. DGI's ICOSA values refer only to SAs. A sale of SAS shares, though, is taxed like a sale of SA shares.

Here's the catch on social security. Under art. 43, the SAS administrators pay BPS contributions under the general regime, even when they draw no pay. Without a board, the legal representative pays them.

SRL and SA

The SRL suits small partnerships that want simple governance. The SA is heavier: it pays ICOSA every year and carries more formalities. It remains the standard for larger groups and some regulated sectors.

Uruguay XXI notes that SAs and SRLs can be set up in one procedure through the "Company in a Day" route.

How are Uruguayan companies taxed?

• IRAE at 25% on net profit from Uruguayan sources, under art. 23 Title 4. Deductible costs are explained in business expenses in Uruguay.
• Source principle. Uruguay taxes income from activities carried out in the country. Here's the catch: work you physically do in Uruguay is Uruguayan-source, even for foreign clients.
• Dividends. Profits paid by IRAE taxpayers to resident individuals bear 7% IRPF, under art. 37 lit. B Title 7.
• ICOSA on SAs. The DGI 2026 ICOSA table sets UYU 27,866 for the year, paid through monthly advances of UYU 2,322.
• Minimum monthly IRAE. Companies make minimum monthly advances based on the UI value (art. 116, Título 4).

More detail is in corporate income taxes in Uruguay.

Sole trader or company?

Independent professionals pay IRPF on their fees by default. You can opt into IRAE within three months of starting, and must then stay for at least three years, per the DGI. Above 4,000,000 UI of income, IRAE is mandatory.

Can you run a Uruguayan company from abroad?

Legally, yes. Foreign partners need no Uruguayan nationality or residence, only a legal address in Uruguay, per the Uruguay XXI FAQ. Tax-wise, be careful.

• Management and control. Many countries tax a company where it is effectively managed. Run your SAS from Spain and Spain may claim it as resident.
• Permanent establishment (PE). A PE is a taxable presence abroad, such as a fixed place or someone habitually signing contracts. Working from another country for your Uruguayan company can create one.
• Beneficial owners. Every resident entity must identify individuals owning 15% or more and report them to the BCU under Law 19.484. The declaration is sworn.

A Uruguayan company works best when you live in Uruguay. If you split time across countries, see how Heavnn approaches business setup across countries.

How do you register a company in Uruguay?

1. Choose the form that matches your partners and investor plans.
2. Draft the bylaws. An SAS can be formed by private document or fully online with an advanced electronic signature (art. 11).
3. Register within 30 days with the National Commerce Registry. A digital SAS gets its registry decision within 24 hours.
4. Register with the DGI and BPS. Public offices must enable electronic registration within 24 hours of incorporation (art. 45).
5. File the beneficial owner declaration with the BCU.
6. Open a bank account and set up a legal address in Uruguay.

Compare the options in legal forms of business in Paraguay and in Brazil.

Common mistakes (and what they cost)

• Running the company from another country → that country may treat it as resident and tax its profits too.
• Assuming foreign clients mean foreign-source profit → work done in Uruguay is taxed at 25% IRAE, plus surcharges on reassessment.
• Skipping the beneficial owner declaration → fines of up to 100 times the maximum contravention fine under Law 19.484, art. 32.
• Choosing an SA for a one-person business → ICOSA every year plus heavier formalities you do not need.
• Staying a sole trader past 4,000,000 UI of income → IRAE becomes mandatory anyway, and you kept unlimited liability.

Frequently asked questions

What is the easiest company to set up in Uruguay?

The SAS. Law 19.820 allows a single shareholder, sets no minimum capital and permits fully digital incorporation. The registry must decide on a digital filing within 24 hours. You still need a legal representative, a legal address and registration with DGI and BPS before invoicing.

Can a foreigner own 100% of a Uruguayan company?

Yes. Uruguay XXI states that foreign investors need no prior permits, and partners need no Uruguayan nationality or residence. They only need a legal address in Uruguay. Expect banks to run their own due diligence, and declare beneficial owners holding 15% or more to the BCU.

What is the corporate tax rate in Uruguay in 2026?

IRAE is 25% on net profit from Uruguayan sources. Dividends paid to resident individuals then bear 7% IRPF. An SA adds ICOSA of UYU 27,866 for 2026. Free trade zone users are exempt from income tax on qualifying activities, but not from social security on local staff.

Do I need a local director for a Uruguayan SAS?

No board is required. The SAS needs at least one legal representative, who can be a person or a company. Shareholders need a legal address in Uruguay. In practice, many foreign founders use a local accountant or law firm until they relocate.

Are free trade zone companies a good idea for freelancers?

Sometimes. Free trade zone users are exempt from income tax, VAT, wealth tax, excise and ICOSA, according to Uruguay XXI. Social security for Uruguayan staff still applies. The setup needs a zone operator contract and real activity, so for one freelancer the costs can outweigh the savings.

Does owning a Uruguayan company make me tax resident?

Not by itself. Your personal residence depends on the tests in the residency rules, such as days spent in Uruguay. Company ownership alone does not trigger it. Read our guide to Uruguay tax residency rules before you rely on it.

Related guides

• Corporate income taxes in Uruguay
• Business expenses in Uruguay
• Specific taxes in Uruguay
• Uruguay tax landscape overview
• Legal forms of business in Paraguay
• Legal forms of business in Brazil
• All country tax guides

Sources

• Law 19.820 on entrepreneurship and the SAS – Parlamento del Uruguay
• Law 19.484 on tax transparency and beneficial owners – Parlamento del Uruguay
• ICOSA values 2026 – Dirección General Impositiva
• Art. 37 Title 7 – IRPF capital income rates – IMPO / DGI
• Art. 23 Title 4 – IRAE rate – IMPO / DGI
• Option to pay IRAE – Dirección General Impositiva
• Set up a company – Uruguay XXI
• Investor FAQ – Uruguay XXI

This guide is general information, not personalised tax advice. See how we research and review.