A corporation in Uruguay (Sociedad Anónima, or SA) is one of the most widely used legal structures for larger businesses, investments and projects with growth potential. Its defining feature is that capital is divided into shares, which makes it easy to bring in investors.

In this complete guide you will learn how to incorporate an SA in Uruguay, what the requirements are, the minimum capital for a corporation in Uruguay, how the board of directors works, the main advantages and the cost of setting up an SA in Uruguay.

What is a corporation (Sociedad Anónima) in Uruguay?

A Uruguayan corporation is a legal entity whose capital is represented by shares. Shareholders own the company in proportion to the number of shares they hold.

In this type of company, shareholders’ liability is limited to the capital they have subscribed, which keeps their personal assets separate from those of the business.

Key features of an SA in Uruguay

• Capital is divided into shares.
• Shareholders can be individuals or legal entities.
• Liability is limited to the capital contributed.
• It requires a formal structure with a board of directors.
• It is ideal for large companies or businesses planning to raise investment.

Requirements to form an SA in Uruguay

To set up an SA in Uruguay you must meet a number of legal and formal requirements. The main requirements for an SA in Uruguay are:

• Having at least one shareholder (depending on the structure).
• Defining the initial share capital.
• Appointing a board of directors.
• Drafting the bylaws.
• Registering with the relevant government agencies.

Minimum capital for a corporation in Uruguay

One of the key points when looking at how to incorporate an SA in Uruguay is the initial capital required.

The minimum capital of a Uruguayan corporation must be appropriate for its corporate purpose and comply with current legal requirements. Unlike the SRL, the SA requires a more formal capital structure, divided into shares.

Capital can be contributed in cash or in kind, and must be subscribed and paid in under the terms set out in the bylaws.

Shares in a Uruguayan corporation

Shares in an SA represent each shareholder’s stake in the company. Each share carries economic and voting rights, such as the right to receive dividends and to take part in decisions.

Shares can be transferred, which makes it easy for investors to come in or exit without changing the company’s legal structure.

Board of directors of an SA in Uruguay

An SA is managed by a board of directors, the body responsible for running and representing the company.

The board may consist of one or more directors, depending on the type of corporation, and is responsible for strategic and operational decisions.

Closely held corporations in Uruguay

Within SAs there is the closely held corporation (sociedad anónima cerrada), which does not offer its shares to the public.

This type of company is used when the owners want to keep control within a small group of shareholders, without listing on a stock exchange or opening the capital to the market.

Advantages of an SA in Uruguay

The advantages of an SA in Uruguay make it an ideal structure for companies looking to grow and attract capital:

Easy to bring in investors

Shares make it simple for new investors to come on board.

Limited liability

Shareholders are not liable with their personal assets.

Professional structure

The board of directors allows for more organised, corporate-style management.

Scalability

It is ideal for projects seeking expansion or financing.

How to incorporate an SA in Uruguay

Incorporating an SA in Uruguay involves several legal and administrative steps that must be completed correctly.

Steps to set up a corporation in Uruguay

1. Define the shareholders and capital

Decide who the shareholders will be and what the share capital will be.

2. Draft the bylaws

The bylaws cover the company’s purpose, capital, management and how it will operate.

3. Signing before a notary

The bylaws must be signed and certified by a Uruguayan notary public (escribano).

4. Registration

The company is registered with the National Commerce Registry (Registro Nacional de Comercio).

5. Registration with DGI and BPS

The company obtains its RUT (tax ID) and registers its tax and social security obligations.

6. Start of operations

Once the process is complete, the company can start operating.

Cost of setting up an SA in Uruguay

The cost of incorporating an SA in Uruguay is generally higher than that of an SRL because of its complexity. It usually includes:

• Notary fees
• Drafting of the bylaws
• Legal registrations
• Filings with DGI and BPS

On average, the cost ranges from USD 1,500 to USD 3,500, depending on the service and the structure.

Conclusion

A Uruguayan corporation is an excellent option for companies that want to grow, professionalise their structure and attract investors.

If you are considering how to incorporate an SA in Uruguay, analyse your goals, available capital and type of business to decide whether this is the right structure for you.

Frequently asked questions about SAs in Uruguay

What is an SA in Uruguay?

It is a company whose capital is divided into shares and whose shareholders have limited liability.

What is the minimum capital for an SA in Uruguay?

It must be appropriate for the corporate purpose and comply with current regulations.

What is a closely held corporation?

It is an SA that does not offer its shares to the public and keeps a closed group of shareholders.

How much does it cost to incorporate an SA in Uruguay?

Approximately USD 1,500 to USD 3,500.

Who manages an SA?

The company’s board of directors.

You may also find these guides useful:

• How to register a corporation (SA) in Uruguay
• How to register an SRL (limited liability company)
• How to register an SAS (simplified joint-stock company)
• How to register a sole proprietorship
• Buy a ready-made company in Uruguay (in Spanish)
• SRL, SA, SAS or sole proprietorship: comparison (in Spanish)
• Ready-made SAS for sale (in Spanish)