How to Incorporate a Business in Uruguay?

Uruguay is a trendy destination for investors from all around the world looking to expand their businesses in one of the fastest-growing countries in Latin America. It has a population of 3,5 million, which makes it a small country compared to others in the region like Brazil or Argentina. However, it has great investment and business policies that attract and promote foreign investment.

Uruguay is also one of the founding members of MERCOSUR , an alliance in the south of Latin America that promotes free trade, and fluid movement. Argentina, Brazil, and Paraguay are also members, and Peru, Chile, Colombia, Ecuador, Bolivia, Guyana, and Suriname are associate members.

In recent years, the government has eliminated many restrictions, so doing business in Uruguay is now easier than ever. Furthermore, there are new laws and incentives being constantly released to promote investment and the creation of companies in Uruguay.

What are the steps to incorporate a business in Uruguay? Would you like to open a company in 2022? At Easyco, we give you a step-by-step guide on how you can successfully register a company in Uruguay.

1. Choose the right type of company and legal structure for your business in Uruguay

   Firstly, decide which type of company is the best for your business. It is important to keep in mind some important aspects of the company. For example, the number of members or shareholders, the capital available, and the size of the company.

   These are the 2 most common types of companies in Uruguay:

   • Corporation or Sociedad Anónima (S.A.): A Corporation in Uruguay doesn’t have a minimum or maximum capital requirement. Furthermore, it can develop any business activity, including banking. The liability of the shareholders is limited to their capital contribution. They don’t have to hold any personal responsibility for the company’s actions.

   • Limited Liability Company (SRL): In Uruguay, Limited Liability Companies are the most used for small and medium-sized businesses. This type of company can develop any type of business except financial and insurance. There is no minimum or maximum capital required and it can have between 2 and 50 partners. However, it can provisionally work with only one.

2. Appoint a legal representative

   In Uruguay, you need to appoint a legal representative. Formerly, this was the person that represents the company to the government and is responsible for legal processes and obligations. The legal representative of a company in Uruguay can either be a local or a foreigner. A Power of Attorney (POA) that allows your legal representative to carry out the process locally will be required. This Power of Attorney has to be signed by the corresponding party.

   All documentation that comes from abroad must be duly legalized and apostilled (if applicable). Additionally, these hard-copy documents must be sent to Uruguay. At last, consider that documentation that is not in Uruguay will require translations to be accepted by the local agencies.

3. Prepare the Articles of Incorporation and the bylaws of the company

   The bylaws documentation allows for the constitution of the company in Uruguay. All this information needs to be reviewed by a local lawyer and notarized by a public notary in Uruguay. Consider that this document has to include the following:

   • Company name

   • Power of Attorney of the Legal Representative

   • Information on the share capital

   • Registered office address

   • Management structure

   • Purpose of activity

   • Profit-sharing and loss bearing method

   • Extinction and liquidation detail plans

4. Submit the bylaws and Articles of Incorporation to the National Audit Office (AIN) for approval

   Once the bylaws are notarized, they must be submitted to the National Audit Office or Auditoría Interna de la Nación for approval. This process can take up to 30 calendar days and can be done online or in person. This step costs U$S 823 (Uruguayan Pesos) or around USD$20.

   The AIN is an office that operates within the Ministry of Economy and Finance of Uruguay (MEF), and it’s responsible for the control of the bylaws of companies. Once the bylaws are approved, the AIN will provide a certificate.

5. Register the company with the National Trade Registry (RNC)

   After the AIN approves the bylaws, the company can be registered with the Register of Legal Entities – National Trade Register Section (RNC). The RNC is an agency that works with the General Register Office or ‘Dirección General de Registros‘, part of the Ministry of Education and Culture. Generally, the documents required to register the company are:

   • Articles of Incoporation

   • Proof of notarization

   • AIN approval certificate of the bylaws

   • Application form

   • Payment receipt

   This process can take up to 5 business days and costs U$S 72 or USD$ 1,67. The documents can be submitted to their online platform.

6. Publish an extract of the bylaws on the Official Gazette

   Once the RNC approves the company’s registration, an extract of the bylaws has to be published in the Official Gazette (Diario Oficial de Uruguay) and another mass-circulation newspaper. The process takes 2 business days and the base price is U$S 33 (Uruguayan Pesos) or USD$ 0,77.

7. Register your company at the Single Window to obtain a taxpayer ID number (RUT) and at the Social Security Administration (BPS)

   The Single Window is a service that unifies and simplifies processes provided by the Social Security Administration or ‘Banco de ProvisionSocial ‘ (BPS) and the Tax Authority or ‘Dirección General Impositivia’ (DGI). At the Single window, the company will obtain a taxpayer ID number or RUT (Registro Único Tributario).

   These are the documents that have to be submitted:

   • Application forms for both procedures

   • 2 copies of the ID of the partners or legal representative

   • 2 notarized copies of a document including the following information of the founders of the company: signature, personal data, and registered address.

8. Register the company with the State Insurance Bank (BSE)

   One of the last steps in the company formation process in Uruguay is to register the company with the State Insurance Bank or ‘Banco de Seguros del Estado’ (BSE) in order to be able to start hiring staff. This is a mandatory step and allows the employees access to insurance in case of illness and accidents.

9. Open a corporate bank account

   Each bank offers different types of accounts with many benefits depending on the agreement and goals of the company. It is recommended that the bank provides suitable pricing structures for international transactions.

   Additionally, it is important to consider that some banks may have foreign transaction restrictions for companies that have foreign shareholders. It is crucial to consider this as part of your company establishment strategy. Identifying a bank with flexible policies will determine when your new company can start its operations.

   These are the required documents to open a corporate bank account in Uruguay:

   • Articles of Incorporation

   • Proof of registration in the National Trade Registry

   • Copy of the publication at the Official Gazette

   • Legal representative information

   • Proof of registration at the DGI and BPS

At Easyco, we make the business incorporation process in Uruguay simple!

Uruguay is in constant growth and always looking to simplify its processes. To make sure you register your company in the right way, you can get in touch with us. Our team of experts is going to make sure the registration of your company in Uruguay is done successfully and in the least amount of time possible.

At Easyco, we make company formation in Uruguay easy; our team of corporate experts has vast experience helping companies and individuals register their business in Uruguay, with a proven track record of success across all of our services. Easyco aims to tackle the complex company formation processes across LATAM. We make business registration easy by providing a hassle-free online company registration experience. Start your company in Uruguay today!

Furthermore, Easyco provides additional services to guarantee your company compliance, which include:

• Appointment of legal representation,

• Providing a registered office address

• Handling tax and accounting

• Hassle-free Payroll Services

• Recruiting and Hiring Talent

• Manage your Company bank account opening

• Manage your Trademark Registration

• Corporate Legal Services