Introduction: Choosing an SAS Without Knowing Its Limits Can Be Costly

The SAS is today the structure most used by entrepreneurs who want to set up a company in Uruguay. Its simplified incorporation, the “Empresa en el Día” system, the absence of ICOSA and its operational flexibility have made it the preferred option for digital, consulting, commercial and service projects in general. However, Law 19,820, which created it, and the sector regulations also set clear limits on which activities this company type cannot carry out.

Many entrepreneurs choose the SAS without knowing these limits and, when they want to broaden the corporate purpose or add new business lines, find they cannot legally develop them in that form. This may force them to convert the company, move to another vehicle or abandon the project. The problem is not the SAS: it is choosing it without checking whether your current or future activity fits within what it can do. In this article we explain which activities are excluded for the SAS, why these restrictions exist and when it is better to opt directly for other types of companies in Uruguay such as the SRL, the corporation (SA) or the sole proprietorship.

Activities Excluded for the SAS

The restrictions come from two sources: Law 19,820 itself, which excludes the SAS from certain situations (such as publicly offering its shares), and the sector regulations that require specific company forms —usually an SA— for regulated activities. Before incorporating, check the exact text of the law and the rules of your sector: if your company intends to carry out any of these activities, it will not be able to do so as an SAS.

Financial, Banking and Insurance Activities

An SAS cannot carry out regulated financial intermediation, banking, insurance or reinsurance. This includes taking deposits from the public, operating as a regulated credit institution or acting as an insurer. These activities require special authorisation from the Central Bank of Uruguay (BCU) and are subject to intensive prudential supervision that is incompatible with the SAS’s simplified structure, and sector rules generally require the form of a corporation. If your project is a bank, a regulated lending platform, a digital bank or an insurance venture, you will need to operate as a corporation and go through the corresponding authorisation process with the BCU.

Securities Market Activities

Nor can companies carrying out securities market activities be SASs: stock exchanges, brokers, investment fund managers, securities agents or any other figure operating in capital markets regulated under Uruguayan law. These activities require specific authorisation, compliance with prudential rules and, again, a more formal and transparent legal structure. An SAS also cannot publicly offer its own shares or list them on an exchange. If your project targets fund management or brokerage, the corporation will be the required form.

Pension Fund Management

Pension fund managers (AFAPs) cannot take the form of an SAS. These entities are regulated and supervised by the BCU and must meet solvency, minimum capital, corporate governance and transparency requirements far beyond the SAS’s simplified scheme. This restriction is specific and applies only to AFAPs: it does not affect pension consultants, retirement advisory services or financial education platforms that do not actually manage savings funds.

Other Restricted Activities: Exchange Houses and Trusts

In addition, regulated activities such as exchange houses or professional trustees of financial trusts are subject to BCU rules that set specific requirements on company form and prior authorisation. Activities subject to special regulation where the sector rules require the form of a corporation or a prior control regime are also excluded. This includes, for example, certain gambling regimes, strategic concessions or activities reserved by special rules.

Why These Restrictions Exist: Public Protection and Prudential Supervision

The limits on the SAS are not arbitrary. They reflect the idea that financial and securities activities, or those involving public savings, require a more demanding control regime, greater transparency and broader responsibilities. The SAS was designed to speed up the creation of commercial, service and digital businesses, where there is no raising of public savings or regulated financial intermediation.

Allowing these activities under a simplified structure, with fast registration and no prior control of capital, purpose or corporate governance, would undermine the stability of the financial system and the protection of savers. In fact, the speed of the SAS —which allows you to buy a ready-made SAS and start immediately— is incompatible with the review and authorisation periods required by the BCU’s Superintendency of Financial Services.

Corporations operating in these sectors, on the other hand, are subject to minimum capital requirements, publication of audited financial statements, special liability regimes for directors and external control. All this justifies reserving these activities for traditional, regulated company forms.

When to Choose Another Company Type Instead of an SAS

Beyond the legal restrictions, there are situations where, although an SAS is formally possible, it is not the best option. Assessing which legal structure to choose requires analysing not only the activity but also the growth model, the investor profile and plans for expansion or internationalisation.

When You Plan to Receive Investment from Foreign or Institutional Funds

International investment funds, venture capital and private equity often prefer that the companies they invest in have a corporate structure they know well, such as the corporation. This relates to legal due diligence, share transferability, external audits and compatibility with their own investment vehicles. If your project seeks institutional capital, it may be worth setting up an SA directly rather than converting an SAS later, which would involve costs, delays and renegotiating prior shareholder agreements.

If You Will Operate in Regulated or Concession-Based Sectors

Even if your activity is not excluded for the SAS, if you operate in sectors with public concessions, complex health authorisations, specific permits for certain industries or strong sector regulation (passenger transport, health, formal education, construction with public tenders), the competent bodies may prefer or require more traditional forms. In these cases, checking before incorporating can avoid rejections or delays in later permits.

When You Need Maximum International Presence or Specific Benefits

Some investment protection agreements, double tax treaties and sector incentive schemes may be applied more smoothly to a corporation, as it is the best-known form internationally. If you are setting up a company to operate in a free zone, export services with tax benefits or access tax benefits for investment in Uruguay, analyse whether the SAS is fully accepted in your case or whether an SA makes access to incentives or treaties easier.

Alternatives If Your Activity Does Not Qualify for an SAS

If, after analysing your business model, you find that an SAS is not viable, there are several alternative structures depending on your case. Each has its own features, incorporation and running costs and tax regime.

• Corporation (SA): ideal for financial activities, projects with significant outside investment, companies that will list on an exchange or seek maximum institutional formality. It pays ICOSA (a fixed annual corporate control tax) but offers a scalable structure compatible with any permitted activity.
• Limited Liability Company (SRL): does not pay ICOSA, can operate in any non-financial sector and keeps operational simplicity similar to the SAS, although it requires at least two partners and has a more rigid structure for bringing in investors. It is common in medium-sized projects with stable partners and no immediate plans to open up to outside investors.
• Sole proprietorship: if your project is personal, you can consider a sole proprietorship, although the owner has unlimited liability and it is also restricted in some regulated sectors. It is useful for independent professionals, consultants and individual entrepreneurs.

You can also look at options such as setting up a company in Uruguay as a foreigner using hybrid structures, or company restructuring in Uruguay if you already operate with a company form that does not fit your business plan.

In certain cases, for international or holding activities, you can consider registering a foreign company in Uruguay instead of setting up a local one, depending on your global corporate structure and tax needs.

Frequently Asked Questions

Can I have an SAS that does financial consulting without being an intermediary?

Yes. An SAS can carry out financial consulting, investment advice, financial education or market analysis, provided it does not take funds from the public or operate as a securities agent or regulated financial intermediary. Note that some advisory activities (for example, investment advisers) must register with the BCU. The line is regulated intermediation, not advice.

What if my SAS starts an excluded activity without converting?

You would be operating outside the legal framework. The BCU or other bodies may object to the authorisation, impose penalties or require regularisation. Directors and shareholders could also face liability claims for irregularly carrying out reserved activities. The right approach is to convert the company or set up a new vehicle before starting the excluded activity.

Can an SAS be a shareholder of a corporation that carries out financial activities?

In general, yes. The restriction applies to the SAS’s direct activity, not to its holding shares as an investor or holding company. However, the BCU reviews the shareholders and beneficial owners of the entities it supervises, so the ownership chain must be transparent and acceptable to the regulator.

Conclusion: Choose the Right Company Form from the Start

Setting up an SAS is fast, economical and operationally simple, but only if your activity fits within the legal limits set by Uruguayan rules. If your current or future project includes financial, insurance or securities activities, or any other activity restricted by Law 19,820 or sector rules, forcing the SAS can create avoidable costs, delays and regulatory problems.

The right decision is not always the fastest: it is the one that best fits your business model, growth plan and regulatory obligations. That is why, before choosing the company type, it is advisable to get professional advice that analyses your particular case, assesses alternatives and plans for future scenarios.

At sociedadesanonimas.uy we support companies in setting up and managing corporate structures in Uruguay. We analyse your project, advise you on which legal structure to choose for your activity and handle all procedures with the DGR, DGI, BPS and other bodies online. Book a consultation and make sure you choose well from the start.