Setting up an SAS is today one of the fastest ways to set up a company in Uruguay. But if your project seeks more than profit —if you want to create social, environmental or community impact without giving up commercial activity—, there is a specific option: the Benefit and Collective Interest Company (BIC). This regime, introduced by Law 19,969 of 2021, allows a company, including an SAS, to formally declare a triple-impact purpose (economic, social and environmental) and commit to reporting on its progress every year. It is a legal tool that adds transparency, brand differentiation and, above all, legitimacy with investors, clients and talent who value sustainability. In this article we explain what a BIC company is, how to turn your SAS into a BIC, what obligations it involves, when it makes sense and how to start the process without mistakes.

What Is a Benefit and Collective Interest Company (BIC)?

A BIC company is a commercial company that voluntarily makes a formal commitment to generate, in addition to profits, a positive impact on society and the environment. In Uruguay this status is governed by Law 19,969 and its regulations, and it is not a new company type but a status that can be adopted by the different types of companies in Uruguay: the SAS, the corporation (SA) or the SRL, among others.

The difference from a traditional company is that a BIC does not pursue profit alone: its articles must explicitly include the purpose of creating a material positive impact in at least one of these dimensions:

• Social: labour inclusion, community development, access to goods or services for vulnerable groups.
• Environmental: sustainable use of resources, emission reductions, circular economy, ecosystem preservation.
• Governance: transparency, stakeholder participation, internal equity, ethical practices.

This purpose must be reflected in day-to-day management, in performance indicators and in the annual impact report the company is required to prepare. It is neither a statement of intent nor marketing: it is a verifiable commitment built into the company’s legal structure and daily management.

How to Turn Your SAS into a BIC Company

If you already have an SAS and want to adopt BIC status, the process involves amending the articles and meeting certain formal requirements. These are the key steps:

Amending the Articles

First, the articles must be amended to include two elements:

• The statement of benefit and collective interest purpose, clearly specifying which impact dimension the company pursues (social, environmental or both) and which stakeholders or problems it addresses.
• The obligation to prepare an annual impact report based on a recognised independent measurement standard.

The company’s name must also include the “BIC” designation. In an SAS, the amendment can be made by private document with certified signatures, like any other amendment to its articles, and must then be registered with the National Commerce Registry of the General Registry Office (DGR).

Registration and Use of the BIC Designation

Once the articles have been amended and registered, the company can use the BIC designation and enjoy formal recognition. In practice you will need:

• The amended articles, with the statement of purpose.
• Proof of registration of the amendment.
• Appointment of the person responsible for impact (a director, partner or appointed third party).

Check the current regulations for any additional registration or notification requirements with the competent authorities. Professional advice is recommended to ensure the articles are correctly drafted, since any error can delay the process or create difficulties later when preparing the annual report.

Appointing the Person Responsible for Impact

Every BIC company should have someone responsible for impact, whose role is to oversee compliance with the BIC purpose, coordinate impact measurement and draft the annual report. This person does not need to be an independent third party —it can be one of the directors or partners— but the role must be formally recorded. It is especially relevant for companies seeking impact investment funds, which require clear metrics and auditable reports.

Obligations of an SAS with BIC Status

Adopting BIC status does not add taxes —an SAS BIC is taxed exactly like any other SAS—, but it does create reporting and transparency obligations that must be met every year.

Annual Impact Report

The BIC company must prepare an impact report every year documenting clearly and verifiably how it has met its purpose. The report should include:

• A description of the actions carried out during the year.
• Quantitative and qualitative indicators of the impact generated.
• Performance against stated goals.
• Governance, transparency and stakeholder participation.

The report must follow a recognised independent impact measurement standard, such as the B Impact Assessment (BIA), the Global Reporting Initiative (GRI) or equivalent frameworks. Uruguay does not require third-party certification (such as B Lab’s, which is voluntary), but it does require the methodology to be stated.

The report should be made available to shareholders and the public, for example on the company’s website. Failing to comply can lead to legal or administrative challenges and the loss of BIC status, especially if the company has relied on it in contracts or fundraising.

Reviewing the Purpose When the Business Changes

If the company changes its corporate purpose or business model, it must assess whether the BIC purpose remains consistent and, if not, amend its articles. Consistency between what is declared and what is done is key to credibility, especially in audits or due diligence with foreign investors.

Advantages of Setting Up or Converting Your Company into a BIC

Adopting BIC status is not just about image: it has concrete implications that can make a difference for businesses focused on sustainability, social innovation or impact-sensitive international markets.

Differentiation with Markets and Clients

More and more multinationals, international organisations and cooperation funds require suppliers to demonstrate a commitment to sustainability. BIC status —with auditable reports— can be decisive in tenders, commercial agreements or sustainable public procurement. It also helps you reach conscious market niches (B2C consumers who care about social and environmental responsibility).

Attracting Impact Investment

Impact investment funds, angel investors and venture capital platforms increasingly value companies with a verifiable purpose. An SAS BIC offers a clear legal structure that backs that purpose, makes it easier to measure results and can be decisive in due diligence. Uruguay also offers tax benefits for investment in Uruguay which, combined with BIC status, strengthen the value proposition for institutional investors.

Legal Protection of the Purpose Against Commercial Pressure

One of the least visible but most strategic advantages is the legal protection of the purpose. In a traditional company, directors focus on the interest of the company and its shareholders. In a BIC, that duty is broadened: directors can and must consider the impact on other stakeholders (workers, communities, the environment) without incurring liability for doing so. This is key at moments of strategic tension (for example, choosing between short-term profit and consistency with impact values).

Aligned Internal Culture and Talent Retention

BIC status reinforces corporate identity and helps recruit committed talent. Teams, especially in tech, fintech, sustainable agribusiness or health, value working for companies with a clear and verifiable purpose. It also supports relocating staff to Uruguay, especially from markets where the triple-impact culture is more established.

When Does an SAS BIC Make Sense?

Not every company needs to be a BIC. The status is especially useful when:

• Your business model has an explicit social or environmental impact component (circular economy, labour inclusion, access to essential services).
• You plan to raise investment from impact funds, multilateral organisations or specialised accelerators.
• You want to stand out in sustainability-sensitive international markets (Europe, the United States, organisations such as the United Nations).
• Your founding team shares values and wants to protect that purpose against future changes of control or investors focused only on profit.

On the other hand, if your SAS is an operating vehicle with no measurable impact goal, or if you do not yet have the resources to prepare annual reports, it may be better to keep the traditional format and consider BIC status later, as the project matures. It is also important to consider which legal structure to choose based on your business model and partner profile.

Finally, if your project is not yet incorporated and you think BIC status fits from the start, you can consider buying a ready-made SAS and then amending its articles to include the BIC purpose, which considerably speeds up the launch.

Frequently Asked Questions

Does an SAS BIC pay more tax than a traditional SAS?

No. Adopting BIC status does not change tax treatment. An SAS BIC is taxed exactly like any SAS: it does not pay ICOSA, pays IRAE at 25% on Uruguayan-source income and keeps all the tax features of the SAS structure. The difference lies in reporting and transparency obligations, not in the tax burden.

Do I need to be a certified B Corp to be a BIC?

No. The legal BIC status is independent of the B Corp certification granted by B Lab (Sistema B in Latin America). You can be a BIC without being a certified B Corp, and vice versa. B certification is voluntary, has a cost and requires recertification every three years. BIC status, by contrast, is a Uruguayan legal regime that only requires the amendment of the articles, its registration and an annual report based on a recognised standard.

Can I reverse BIC status if my business model changes?

Yes. Adopting BIC status is voluntary and reversible. If changes in your business model, strategy or shareholding lead you to discontinue the BIC purpose, you can amend the articles again, remove the impact purpose and the BIC designation and register the amendment with the DGR, following the same procedure as for adoption.

Conclusion

Adopting BIC status can add real strategic value to your SAS, especially if your business model integrates social or environmental impact, if you seek investment from sustainability-focused funds or if you want to stand out in impact-sensitive international markets. It is not just a label: it is a verifiable legal commitment that strengthens your value proposition, protects your purpose against commercial pressure and opens opportunities in ecosystems where impact is no longer optional. If you are considering setting up a purpose-driven SAS or converting your existing one, our team can support you throughout: drafting the articles, registration with the DGR, BIC designation, appointing the person responsible for impact and preparing your first annual report. Contact us to arrange a consultation and design together the legal structure that best reflects your vision for the company.