Ready-Made SAS for Sale in Uruguay
Everything you need to know before acquiring a ready-made Simplified Joint-Stock Company (SAS) in Uruguay: advantages, the transfer process, costs, legal aspects and key considerations to make the best decision.
Operational in 10 business days
Take control of a ready-made SAS quickly, without waiting for a from-scratch incorporation.
Limited liability
Your personal assets remain separate from the company’s obligations.
Active RUT and registrations
The SAS already has a RUT (tax ID) and its DGI and BPS registrations completed.
Open to foreigners
Individuals or legal entities, Uruguayan or foreign, can be shareholders.
What is a ready-made SAS in Uruguay?
A ready-made (shelf) SAS is a Simplified Joint-Stock Company that has already been formally created and registered with the National Commerce Registry (RNC), and has all its registrations active with DGI and BPS, but has not yet carried out any commercial activity. Simply put, it is a company ready to operate in Uruguay, offered for sale through the transfer of its shares.
These companies are incorporated by law firms and specialist consultancies so they are available for those who need to start operating quickly, without going through the whole incorporation process from scratch. By buying a ready-made SAS, the buyer obtains a company with a registered name, an assigned RUT and a complete legal structure, ready to start invoicing, hiring and handling banking procedures very quickly.
SASs were created by Law No. 19,820 on the Promotion of Entrepreneurship, enacted on 18 September 2019 and regulated by Decree 399/019. Since it came into force, this company type has quickly become the preferred option for entrepreneurs, investors and business owners looking for flexibility, lower costs and agility to formalise their business.
Why buy an already incorporated SAS in Uruguay?
There are several scenarios in which acquiring a ready-made simplified joint-stock company is more convenient than creating one from scratch. Here are the main reasons:
Speed to start operating
While incorporating an SAS from scratch can take 15 to 60 business days (depending on whether standard or customised bylaws are used), buying an already incorporated SAS gives you full control of the company in about 10 business days. For businesses that need to move immediately — closing a contract, entering a tender or starting work with a client — this difference in timing is decisive.
Company age
Some lines of business and banking procedures value or even require a certain company age. A ready-made SAS that already has one or more closed financial years is more attractive to the financial system and can make processes such as opening a business bank account, applying for credit lines or obtaining approval from certain agencies easier.
Avoiding the bureaucracy of incorporation
Incorporating an SAS involves drafting the bylaws, a name availability check, registry registration, registration with DGI and BPS, and reporting the beneficial owners to the Central Bank of Uruguay. When you buy an SAS in Uruguay that is already incorporated, all these steps have already been completed.
Ideal for non-residents
For foreign investors or people who do not live in Uruguay, acquiring a ready-made SAS greatly simplifies the process, as they do not need to be present at every stage of incorporation. They only need to grant a general power of attorney to a trusted person to handle the share transfer on their behalf.
Legal framework: Law 19,820 and the regulation of SASs in Uruguay
Simplified Joint-Stock Companies are regulated in Title II of Law No. 19,820, known as the Entrepreneurship Promotion Law. It was regulated by Decree 399/019 of 23 December 2019, which set out the procedures for incorporating, regularising and converting SASs, including the possibility of digital incorporation.
The most relevant legal features of this company type are as follows:
The SAS is a commercial company whose capital is represented by shares, and its shareholders are not liable for the company’s obligations beyond the amount of their respective contributions. This limited liability extends to labour, tax and any other obligations, unless the corporate veil is pierced under articles 189 to 191 of Law 16,060.
Shares must be registered or book-entry (they cannot be bearer shares), all with the same nominal value and indivisible. The bylaws may restrict share transfers, and may even prohibit trading them for up to 10 years. This is particularly relevant when buying a ready-made SAS, as it is worth checking whether any such restrictions are in force in the bylaws.
For matters not covered by Law 19,820, SASs are governed by their articles or bylaws (provided they do not harm the rights of third parties acting in good faith) and, subsidiarily, by the legal rules governing corporations.
The process for transferring the shares of a ready-made SAS
The sale of a ready-made SAS is completed by transferring all of its shares to the new owner. It is a relatively simple process that, with good advice, is resolved quickly. The main steps are as follows:
- Basic due diligence on the company
Before closing the purchase, it is essential to check the SAS’s registry, tax and legal situation. This includes confirming that it is up to date with DGI, BPS and the National Commerce Registry, and that it has no debts, pending lawsuits or restrictions in its bylaws. - Share purchase agreement
A share purchase agreement is signed between the seller (the original owner) and the buyer. This document sets out the terms of the transfer, the price and the guarantees. - Endorsement or assignment of the shares
If the shares are endorsable registered shares, the transfer is completed by endorsing the share certificates and recording it in the company’s Share Register. If they are book-entry shares, the corresponding account entry is made. - Change of officers and legal representative
Through a Shareholders’ Meeting (or a decision of the sole shareholder), the company’s new officers are appointed: administrator, legal representative and, where applicable, board of directors. The corresponding minutes are drawn up. - Updating the records
The changes are reported to the National Commerce Registry, DGI, BPS and the Central Bank of Uruguay (beneficial owner reporting under Law 19,484). The information held by the bank where the company has an account is also updated. - Start of operations
With the records updated, the SAS can operate under its new ownership: issue invoices, hire staff, sign commercial contracts and open a bank account if it does not already have one.
💡 Professional tip
It is highly advisable to have a specialist law and accounting firm guide the entire process of acquiring a ready-made SAS. Not only to ensure the company is free of contingencies, but also to optimise the structure from a tax and operational point of view from day one.
Requirements to buy an SAS in Uruguay
The requirements to acquire a ready-made simplified joint-stock company in Uruguay are relatively accessible:
For individuals
You must be over 18 and not legally incapacitated. You need an identity document (Uruguayan or foreign). You do not need to be a resident of Uruguay, although non-resident shareholders will need a personal bank account in Uruguay to pay in the subscribed capital and receive dividends.
For legal entities
Uruguayan or foreign legal entities can be shareholders of an SAS, provided they are legally capable and in good standing. The only relevant exception is that corporations (SAs) cannot be shareholders of an SAS.
Typical documents required
The transfer process generally requires a valid ID card or passport, proof of address, a certificate of tax status in the home country (for foreigners) and, if acting through a representative, a general power of attorney granted in the place of residence, duly apostilled and legalised in Uruguay.
The SAS tax regime: taxes and tax obligations
One of the most attractive features of SASs is their hybrid tax regime. Although their liability structure is similar to that of a corporation, for tax purposes they are treated like partnerships (such as an SRL). This brings concrete advantages, detailed below.
IRAE (corporate income tax)
An SAS can choose to pay IRAE under the actual-income regime (at the general rate of 25% on net income) or the deemed-income regime (simplified), which taxes trade in goods at progressive rates of 3% to 15% and services at 12% to 18% of gross sales. Being able to choose the deemed-income regime is a significant advantage for early-stage businesses or those with tight margins.
VAT (IVA)
SASs are subject to the general VAT regime, at a rate of 22% (or the reduced rate of 10% for eligible goods and services). VAT is settled monthly as the difference between output VAT and input VAT.
Distribution of profits
Profits distributed by an SAS are exempt as long as they do not exceed UI 4,000,000 in the financial year in which they are generated. Unaccounted-for withdrawals by an SAS shareholder are treated as dividend distributions, without the formalities required of an SA. The sale of SAS shares has the same tax treatment as the sale of shares in a corporation, with a mandatory deemed rate of 20% for IRPF or IRNR.
Social security (BPS)
At least one director or legal representative of the SAS must make social security contributions to BPS. These contributions, of around USD 220 per month, give entitlement to health coverage through FONASA. Unlike SA directors, SAS legal representatives are enrolled in and contribute to FONASA in the normal way.
Obligation to report beneficial owners
SASs are subject to Law 19,484 on tax transparency and must report the identity of their owners and beneficial owners to the Central Bank of Uruguay. The deadline is 30 days from incorporation for residents and 90 days for non-residents.
SAS for foreign investors: a gateway to Uruguay
Uruguay is one of the most attractive destinations in the region for investment, and SASs play a key role in that strategy. For a foreign investor, acquiring a ready-made SAS is the quickest and simplest way to set up a formal corporate structure in the country.
The main benefits for non-resident investors include the ability to incorporate or acquire an SAS without a Uruguayan ID card (a valid passport is enough), the legal certainty of the Uruguayan framework, the country’s economic and political stability, unrestricted currency exchange, and a predictable, competitive tax system.
In addition, the SAS can carry out any lawful commercial or civil activity thanks to the possibility of an open-ended corporate purpose, which gives enormous flexibility to adapt to different business models without amending the bylaws.
For those who cannot travel to Uruguay, the whole process can be handled remotely through a general power of attorney granted in the investor’s country of residence, duly apostilled and legalised.
What to check before buying a ready-made SAS
Although buying a company ready to operate in Uruguay in the form of an SAS is relatively simple, certain prior checks are essential to avoid future contingencies:
Registry status
Confirm that the SAS is correctly registered with the National Commerce Registry and that its good standing can be certified by the Registry of Legal Entities. Also check that there are no objections to the company name.
Tax and social security status
Request certificates showing it is up to date with DGI and BPS. A ready-made SAS with no activity should have no unpaid obligations, but it is essential to confirm this formally. Check that IRAE advance payments and tax returns have been filed.
No hidden liabilities
Although ready-made SASs do not usually have any commercial activity, make sure there are no debts, obligations to third parties, pending lawsuits or attachments against the company.
Content of the bylaws
Review the bylaws to identify any restrictions on share transfers, exclusion clauses, limits on the corporate purpose or special management provisions that could affect your future operations.
Beneficial owner reporting
Check that the company has met its obligation to report its beneficial owners to the BCU under Law 19,484. Failure to do so can lead to penalties.
Do you need an SAS ready to operate in Uruguay?
We advise you on acquiring your Simplified Joint-Stock Company with full legal, accounting and tax support.
Frequently asked questions about ready-made SASs for sale
How much does it cost to buy a ready-made SAS in Uruguay?
The price varies depending on the company’s age, whether it has closed financial statements and the services included in the package (electronic invoicing, digital signature, tax administration, bank account management). In general, incorporating an SAS from scratch costs between USD 1,000 and USD 2,000, while a ready-made one usually costs more, reflecting its age and the procedures already completed. Ask a specialist firm for a quote tailored to your needs.
Can I change the name of a ready-made SAS?
The SAS’s registered company name is already recorded, and changing it requires amending the bylaws, which involves an additional filing with the National Commerce Registry. However, you can adopt a different trade name to operate commercially without amending the bylaws.
Can a foreigner buy a ready-made SAS remotely?
Yes. Any individual over 18, Uruguayan or foreign, can acquire an SAS. If they are not in Uruguay, they can grant a general power of attorney to a trusted person to represent them at every stage of the process. The power of attorney must be granted in the country of residence, apostilled and then legalised in Uruguay. Non-resident shareholders will need a personal bank account in Uruguay.
Can an SAS have a single shareholder?
Yes. One of the innovations of Law 19,820 is the possibility of incorporating an SAS with a single shareholder, whether an individual or a legal entity. In this case, the sole shareholder can exercise all the powers the law grants to the company’s governing bodies.
What activities can an SAS carry out?
An SAS’s corporate purpose can be open-ended, which means it can carry out any lawful commercial or civil activity. This is a significant advantage over other company types that require a specific purpose. The only exceptions are activities that by law require a particular company type, such as financial intermediation or insurance.
Can I convert an SRL or sole proprietorship into an SAS?
Yes. The rules allow SRLs, sole proprietorships and de facto partnerships to be converted into SASs by decision of the partners or shareholders. Converting sole proprietorships with commercial, industrial or service activity may even benefit from temporary tax exemptions provided for in the law. However, corporations incorporated before Law 19,820 cannot be converted into an SAS.
Does an SAS need a board of directors?
No. One of the main flexibilities of the SAS is that it is not required to have a board of directors or any collective management body. It is enough to appoint a legal representative (an individual or a legal entity) to manage the company’s business. Unless the bylaws provide otherwise, the legal representative is authorised to enter into all acts and contracts related to the corporate purpose.
What are the fixed monthly costs of maintaining an SAS?
The main fixed costs include the legal representative’s BPS contributions (about USD 220 per month), the monthly IRAE advance payment, accounting and tax administration fees, and the cost of electronic invoicing. If the SAS has no activity, costs fall significantly, but it must still keep its tax returns and minimum contributions up to date.
Conclusion: is it worth buying a ready-made SAS in Uruguay?
The sale of ready-made SASs in Uruguay meets a concrete market need: entrepreneurs, investors and business owners who need a formal, agile corporate structure with asset protection, without the time and cost of incorporating from scratch.
If your priority is to start operating quickly, if you need a company with some history for banking or commercial procedures, or if you are outside Uruguay and want to simplify the process, acquiring an already incorporated SAS is probably your best option. Combine that with advice from professionals specialising in corporate and tax law, and you will have a solid foundation to grow your business in a secure and predictable legal environment like Uruguay’s.
SASs are here to stay, displacing the costly SA and the SRL with its liability limitations. With more than six years in force and thousands of companies incorporated under this type, the SAS has established itself as the preferred legal vehicle for doing business in Uruguay.
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