Forming a SAS, SRL, or SA in Uruguay: Complete Public Notary Guide
Forming a company in Uruguay is a fundamental step for any entrepreneur, startup, or business that wants to operate formally. The public notary drafts the bylaws, registers the company with the National Commerce Registry, and advises on the most suitable corporate type.
Types of companies in Uruguay: SAS vs SRL vs SA
Uruguay offers three main types of commercial companies. Each has advantages depending on the size of the venture, the number of partners, and the available capital:
SAS – Simplified Joint-Stock Company
Introduced by Law 19,820, the SAS is the most popular option for startups and entrepreneurs in Uruguay:
- Can be formed with a single partner.
- No minimum capital required.
- Flexible governance structure.
- Quick formation: 5 to 15 business days.
- Partners limit their liability to the capital contributed.
- Ideal for: startups, freelancers, small businesses, and SMEs.
SRL – Limited Liability Company
The SRL is a traditional option for small and medium-sized businesses:
- Requires between 2 and 50 partners.
- Capital divided into equity shares.
- Liability limited to each partner's contribution.
- Formation: 15 to 30 business days.
- Ideal for: family SMEs, businesses with defined partners.
SA – Corporation
The SA is the most robust structure for larger-scale companies:
- Requires at least 2 shareholders.
- Capital divided into shares.
- Requires publications in the Official Gazette.
- Formation: 30 to 60 business days.
- Ideal for: large companies, foreign investments, stock issuance.
Steps to form a company in Uruguay
- Consultation with the public notary to define the corporate type.
- Drafting of the corporate bylaws (purpose, capital, management, etc.).
- Signing of the corporate agreement before a notary.
- Registration with the National Commerce Registry.
- Publication in the Official Gazette (SRL and SA).
- Registration with DGI (Tax Authority) and BPS.
- Opening of a business bank account (BROU, Santander, Itaú, or another bank).
Estimated formation costs
Costs vary by company type and include: public notary fees, publications in the Official Gazette (SRL and SA), registration with the National Commerce Registry, professional stamps, and procedures with DGI and BPS. The SAS is the most affordable as it does not require mandatory publications.
What documents do I need?
- Identity documents of all partners.
- Definition of the corporate purpose (business activity).
- Share capital to be contributed.
- Registered address of the company.
- Details of the administrator or board of directors.
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