Setting Up a Crypto-Asset Company in Uruguay Under the Current Regulatory Framework

Uruguay has taken a significant step in regulating crypto-assets with Law 20,345 (2024), which establishes a specific legal framework for Virtual Asset Service Providers (VASPs, “PSAV” in Spanish). If you are considering how to set up a company in Uruguay to work with cryptocurrencies, exchanges, wallets or related services, you need to know what this law requires, which company structure to choose and how to meet the regulatory requirements of the Central Bank of Uruguay (BCU). This article is for entrepreneurs and business owners —resident and foreign— who have already decided to operate in the crypto sector from Uruguay and are now working out the “how”: which company type to use, which procedures to follow, which tax and compliance obligations to meet and how to carry out the project quickly, safely and lawfully. Below is a practical tour of the key points for setting up and running a VASP in Uruguay.

What Is a VASP and What Activities Does Law 20,345 Regulate?

Law 20,345 defines a Virtual Asset Service Provider as any individual or legal entity that carries out, professionally or habitually, certain activities related to virtual assets in Uruguay. A “virtual asset” includes digital representations of value that can be traded, transferred or stored electronically and used as a means of payment, investment or exchange, but not legal tender or securities already covered by traditional regulation.

Regulated activities include exchange between virtual assets and legal tender, exchange between different virtual assets, transfer of virtual assets, custody or administration of virtual assets or instruments that allow control over them, and participation in and provision of financial services related to the issuance, offer or sale of virtual assets. Activities that do not involve providing services to third parties, such as mining on one’s own account, are generally outside the VASP regime, although this should be confirmed case by case under the BCU’s regulations.

It is important to understand that operating as a VASP without complying with the BCU’s registration and supervision regime is a serious infringement. The Uruguayan framework aims to prevent money laundering and terrorist financing and to protect users without stifling innovation. This balanced approach has positioned Uruguay as an attractive jurisdiction for serious, well-structured crypto projects.

Corporate Structure: Which Company Type Suits a VASP?

Choosing the corporate vehicle is a strategic decision that affects liability, taxation, governance and how investors, banks and regulators perceive you. The types of companies in Uruguay most often used for VASP activities are the SAS (simplified joint-stock company), the SRL (limited liability company) and the corporation (SA). Each has specific advantages and considerations.

SAS: Flexibility, Simplicity and No ICOSA

The SAS offers fast incorporation (it can be done online through the “Empresa en el Día” system), a flexible structure, no legal minimum capital and, crucially, it does not pay the corporate control tax (ICOSA). It does not require a board or statutory auditor unless the shareholders choose to have them. For early-stage projects or crypto start-ups with few partners, the SAS is the fastest and most economical option. However, some institutional investors or venture capital funds prefer more traditional structures such as the SA for governance reasons and international familiarity.

Corporation (SA): Corporate Governance and International Reach

The SA is the vehicle of choice for crypto projects seeking international scale, outside investors, share issues in funding rounds or eventual listing on regulated markets. It is managed by a board or, in closed companies, by a sole administrator; it may require a statutory auditor in some cases and pays ICOSA. In exchange, it offers greater institutional solidity, more ease in structuring share classes, differential voting, economic preferences and employee stock options, and better reception from banks and international payment platforms.

SRL and Sole Proprietorship: Other Options

The SRL suits medium-sized projects whose partners want direct involvement in management, limited liability and less formality than an SA. It does not pay ICOSA, but its management structure is less flexible than the SAS. A sole proprietorship can be used by individual consultants or developers providing services to crypto projects, but is rarely the choice for a public-facing VASP because the owner’s liability is unlimited and its commercial profile is limited.

To decide which legal structure to choose, it is key to analyse the project’s profile, number of partners, financing plan, growth horizon and stakeholder expectations. In our experience, many crypto entrepreneurs choose the SAS at the start and later convert it into an SA when they scale, attract institutional investment or seek licences in other jurisdictions. You can also buy a ready-made SAS to start within hours.

BCU Registration Requirements and Compliance Obligations

Law 20,345 entrusts the Central Bank of Uruguay with supervising and registering VASPs. Any provider intending to operate must register with the BCU before starting activities. The process includes submitting complete corporate information, identifying beneficial owners, describing the services in detail, anti-money laundering and counter-terrorist financing (AML/CFT) policies, and evidence of financial and technical soundness.

The BCU requires VASPs to meet standards on corporate governance, risk management, cybersecurity, personal data protection (Law 18,331), segregation of client assets and dispute resolution mechanisms. They must also report suspicious transactions to the BCU’s Financial Information and Analysis Unit (UIAF), keep auditable transaction records and undergo periodic audits.

A common mistake is trying to operate “in the grey”, without formal registration, expecting to regularise later. This exposes the project to severe administrative penalties, inability to open business bank accounts, blocked payment gateways and potential criminal liability for directors. Compliance from day one is not a cost; it is an investment in reputation, access to financial services and scalability.

Beneficial Ownership and Corporate Transparency

Under the beneficial ownership regime (Law 19,484 and its regulations), every Uruguayan company must declare to the BCU who its beneficial owner is —the individual who ultimately owns, controls or benefits from the company—. For a VASP this requirement is especially strict: the BCU will cross-check this information with the VASP registration, and any discrepancy can lead to rejection or alerts in the financial system. Specialist advice is essential to structure the chain of control transparently, with documentation and in line with FATF international standards.

VASP Taxation: IRAE, VAT and Tax Considerations

VASPs are taxed in Uruguay under the general regime for companies, with particularities arising from the nature of their services. Corporate income tax (IRAE) applies at 25% to net Uruguayan-source income. Since exchange, custody or virtual asset management services are provided from Uruguay, the income generated is Uruguayan-source, except in specific cases where services are provided entirely abroad with no infrastructure in Uruguay.

VAT is more complex. Uruguayan law levies VAT (basic rate 22%, reduced rate 10%) on services provided in Uruguay. Intermediation, custody and administration services for virtual assets are, in principle, taxable services. However, some purchase and sale transactions in virtual assets may be treated as exempt or non-taxable financial operations, depending on how the tax authority (DGI) classifies them. This uncertainty is critical: many VASPs file formal ruling requests with the DGI to determine the treatment of each service line.

VASPs must also consider the Wealth Tax (IP), which taxes companies’ net taxable assets at a flat 1.5%. The SAS, unlike the SA, does not pay ICOSA, a significant saving in annual running costs. For more on this, see our article on corporate wealth tax in Uruguay.

Finally, it is common for non-resident foreign entrepreneurs to run VASPs from Uruguay with management distributed internationally. In these cases it may be relevant to analyse tax residency in Uruguay for business owners and its implications both in Uruguay and in the home country, to avoid double taxation or tax inconsistencies.

Opening a Bank Account and Accessing Financial Services

One of a VASP’s main operational challenges is opening a business bank account. Uruguayan banks, like most banks worldwide, apply very strict KYC (Know Your Customer) and AML/CFT policies to crypto businesses. Registration as a VASP with the BCU makes the process much easier, as it shows the company is regulated and supervised. However, not all banks open accounts for VASPs, and those that do require extensive documentation: articles of association, board or shareholder minutes appointing representatives, beneficial owner identification, a business plan, financial projections, AML/CFT policies and, in some cases, a legal compliance opinion.

To facilitate international operations, many Uruguayan VASPs add accounts abroad to their local account, especially in the United States or Puerto Rico, to receive dollar payments and work with international crypto platforms. You can explore options in our articles on opening a business bank account in Uruguay, opening a US bank account from Uruguay and opening a bank account in Puerto Rico from Uruguay.

Plan your banking strategy from the outset, since not having a bank account can paralyse operations for months. In our experience, the VASPs that open accounts fastest are those that present complete, transparent documentation, a clear structure, robust AML/CFT policies and visible legal advice.

Frequently Asked Questions

Can I run a cryptocurrency exchange in Uruguay without registering as a VASP?

No. If you provide virtual asset exchange services to third parties professionally or habitually, Law 20,345 requires you to register as a VASP with the BCU before starting operations. Operating without registration is a serious administrative infringement, with penalties that may include fines, closure of the activity and, if prevention obligations are breached, exposure to money laundering liability for directors. Registration is not optional: it is a legal requirement to operate in the crypto sector in Uruguay.

What if my company is already set up but I have not registered as a VASP?

If your company already carries out activities covered by Law 20,345 without being registered, you should regularise as soon as possible by starting the registration process with the BCU. The longer you operate without registration, the greater the exposure to penalties and the harder it becomes to access banking and financial services. A review with specialist advice is recommended to determine the exact scope of the regularisation and prepare the necessary compliance documentation.

Can a foreign VASP operate in Uruguay without setting up a local company?

Not directly and in a regulated way. Law 20,345 requires anyone providing virtual asset services in Uruguay professionally or habitually to be registered with the BCU, which requires a legal entity incorporated or registered in the country. A foreign VASP wishing to operate in Uruguay can set up a new local company or register a branch of the foreign parent, meeting in both cases the same registration, compliance and corporate transparency requirements as local VASPs.

How much capital is needed to set up a VASP in Uruguay?

The rules do not set a single minimum capital for all VASPs. The SAS has no legal minimum capital, and the BCU assesses financial soundness according to the nature and volume of the activity. Services with higher systemic risk, such as custody of third-party assets or high-volume exchange, may require greater financial backing to obtain regulatory approval. Assess this with specialist advice before defining the initial capital structure.

Conclusion: Crypto with Clear Rules and a Solid Structure

Uruguay today offers a pioneering regulatory framework in the region for crypto-asset projects with legal certainty. Law 20,345 does not seek to stop innovation but to give it a framework of trust that makes it easier to access banks, investors and users. Choosing the right corporate structure —SAS for early agility, SA for institutional reach— and complying from day one with BCU registration and compliance obligations are the foundations of a sound and sustainable VASP. At sociedadesanonimas.uy we support crypto entrepreneurs, local and foreign, with company formation, preparation of compliance documentation and the BCU registration process, so your crypto project starts with clear rules from the outset.