SAS in Uruguay: How to Form a Simplified Joint-Stock Company Step by Step
Legal framework of the SAS in Uruguay
The Simplified Joint-Stock Company (Sociedad por Acciones Simplificada, SAS) is a type of company introduced into Uruguayan law by Law No. 19,820, passed on 18 September 2019, which regulates it in Title II. Its implementing rules were completed with Decree No. 399/019 of 23 December 2019. Before this law, Uruguay only offered classic structures — the corporation (SA) and the limited liability company (SRL) — designed for a different economic context. The SAS was created specifically to give entrepreneurs, startups and single-owner businesses a faster, digital route.
What is an SAS in Uruguay?
An SAS is a commercial company whose capital is represented by shares and whose shareholders are liable only up to the amount of their contributions: their personal assets are not at risk for the company’s labour, tax or commercial debts. It combines the limited liability of the SA with the operational simplicity of the SRL, but with fewer formalities than either.
Its three distinguishing features compared with the other company types available in Uruguay are:
- It can be formed and operate with a single shareholder (unlike the SRL, it does not require at least two partners).
- 100% digital incorporation, with no notary or public deed, through the government’s “SAS Digital” procedure.
- Freedom of contract: the bylaws can regulate management, share classes and dispute resolution between shareholders quite freely, without a rigid template.
Main features of the SAS
| Feature | How it works in an SAS |
|---|---|
| Legal personality | Its own, separate from its shareholders |
| Shareholder liability | Limited to the amount of their contributions |
| Minimum number of shareholders | 1 (single-shareholder SAS allowed) |
| Share capital | Divided into registered or book-entry shares |
| Bearer shares | Prohibited |
| Management body | Flexible: a sole administrator, several administrators or a board of directors, as set out in the bylaws |
| Incorporation | Digital (SAS Digital) or by public deed / private document before a notary |
| ICOSA (corporate control tax) | Not payable (unlike the SA) |
| Oversight by the National Audit Office (AIN) | Not required, unless the SAS issues negotiable bonds |
Who can form an SAS in Uruguay? Restrictions to bear in mind
The SAS is designed for the vast majority of ventures, SMEs and startups, including foreigners and non-residents. However, Law 19,820 expressly excludes some cases. The following cannot take the form of an SAS:
- Companies that are listed or seek to make a public offering of shares.
- Companies with state ownership (central government, departmental governments, autonomous entities or decentralised services).
- Entities whose activity requires a specific company type by law (for example, financial intermediation or insurance).
- Existing corporations (SAs), which cannot later be converted into an SAS (the reverse, from SAS to SA, is possible).
In addition, if an SAS decides to issue negotiable bonds, it becomes subject to the same requirements as a public SA under Law 16,060, including oversight by the National Audit Office (AIN).
Share capital and shares in an SAS
The law does not require a minimum capital to form an SAS, but it does regulate how capital must be represented: exclusively through registered or book-entry shares. Bearer shares are prohibited (a significant difference from the SA’s historical regime). Cash contributions above 160,000 Indexed Units (UI) are subject to the controls of the Financial Inclusion Law, as with other company types.
SAS shares are generally easier to transfer than the quotas of an SRL, which makes the SAS attractive if you want to bring in or exit investors with less notarial paperwork than a traditional share purchase requires.
SAS vs SA vs SRL: comparison
Before deciding, it helps to look at the three structures side by side (see our full comparison of SRL, SA, SAS and sole proprietorship):
| Criterion | SAS | SRL | SA |
|---|---|---|---|
| Minimum partners | 1 | 2 | 1 (single-shareholder SA allowed, with its own rules) |
| Digital incorporation without a notary | Yes (SAS Digital) | No | No |
| ICOSA | Not payable | Not payable | Payable |
| AIN oversight | No, with some exceptions | No | Depends on the type of SA |
| Transfer of ownership | Easy (shares) | More rigid (quotas) | Easy (shares), but with more formalities |
| Perception among investors/banks | Good and increasingly recognised | Good for local SMEs | The most established, especially for international operations |
Broadly speaking, the SA remains the benchmark for larger structures or those with institutional partners, the SRL for traditional SMEs with two or more partners, and the SAS for those who want speed, a single owner or a genuine option to incorporate entirely online.
Advantages of the SAS
- It can be formed and maintained with a single shareholder.
- 100% digital incorporation, with no notary, using an advanced electronic signature.
- No ICOSA, unlike the SA.
- Bylaws can be drafted with greater freedom than for an SA or SRL.
- Share transfers are simpler than transfers of SRL quotas.
- No publication in the Official Gazette is required when incorporated through the digital route.
- Limited liability: shareholders’ personal assets are protected.
Disadvantages and limitations of the SAS
- It cannot be listed on a stock exchange or make a public offering of shares.
- An existing SA cannot be converted into an SAS.
- It still requires proper bookkeeping and registration with DGI, BPS and BSE, like any other company.
- It is subject to the same taxes as other commercial companies (IRAE, VAT, IRPF on dividends, Wealth Tax); the only significant difference is ICOSA.
- It is a relatively new company type: some banks and international counterparties are still more familiar with the SA as the “standard” form.
Requirements to form an SAS in Uruguay
To start the process — online or the traditional way — you need to define:
- Company name: check its availability first (name reservation) to avoid rejection because the name is already taken.
- Corporate purpose: the activity or activities the company will carry out.
- Registered address: this can be your own registered office or a contracted one.
- Initial capital and how it is divided into shares among the shareholders.
- Identity details of shareholders and administrators (Uruguayan ID card or passport and, for foreigners, the relevant immigration documents).
- Digital identity with an advanced electronic signature on gub.uy (issued by Agesic, DGI or BPS), if you choose the 100% digital route.
How to form an SAS in Uruguay: steps
There are two possible routes. The newer one, which made the SAS popular, is 100% digital incorporation; the traditional route through a notary is still available and is usually used when the bylaws need more tailored clauses.
Route 1: SAS Digital (100% online, no notary)
- Obtain your digital identity with an advanced electronic signature on gub.uy (through Agesic, DGI or BPS).
- Draft the bylaws: rules on share classes, management body, capital increase mechanisms and dispute resolution between shareholders.
- Complete the “Registro SAS” form in the SAS Digital procedure on the gub.uy portal (General Registry Office). Note: the form itself warns that using quotation marks in any field causes errors and delays.
- Sign electronically the bylaws and the administrators’ acceptance of office — all shareholders sign through the digital platform.
- Receive the registration certificate: the electronic filing generates a file number and, once approved, the digital registration.
Route 2: traditional incorporation (private document or public deed before a notary)
- You hire a notary or lawyer to draft the articles.
- The document is certified or executed as a deed, depending on the chosen form.
- The company is registered with the National Commerce Registry.
- An excerpt is published (where applicable, depending on the route chosen).
After registration: steps you cannot skip
Forming the SAS is only the first step; to operate properly you also need to complete:
- Registration with DGI and obtaining the RUT (tax ID).
- Registration with BPS, mandatory as soon as the company has employees — see also the process for hiring your first employee.
- Workplace accident insurance with the State Insurance Bank (BSE).
- Authorisation for electronic invoicing (CFE) with DGI.
- Beneficial owner declaration: identify who has effective control of the company, within the deadlines set by current regulations. See our guide on the beneficial owner in Uruguay for details.
- Corporate books (minutes, share register, accounting books), in physical or electronic format.
- Opening a business bank account, with the chosen bank’s usual KYC process.
How much does it cost to open an SAS in Uruguay?
The cost varies considerably depending on the route and the provider. As a rough guide:
- SAS Digital route, handled by a law firm: service fees plus registration costs, with no notary fees or Official Gazette publication (one of the most frequently cited savings compared with the SA).
- Traditional route with a notary: professional fees plus signature certification plus registration, similar to what is charged to form an SRL, although generally somewhat cheaper than an SA because publication is not mandatory in every case.
On top of this come the recurring costs of keeping the company active: accounting fees, BPS contributions once there are employees, and the annual registration fee. See our full guide on how much it costs to maintain a company in Uruguay.
Note: exact amounts change frequently and vary by provider. Contact us for an up-to-date quote for your case.
How long does it take to form an SAS in Uruguay?
| Stage | Approximate time |
|---|---|
| Drafting and signing the bylaws (digital route) | Depends on the shareholders’ availability to sign |
| Registration (SAS Digital) | A few business days, faster than the traditional notary route |
| DGI registration (RUT) | A few business days |
| BPS registration | A few business days |
| Electronic invoicing authorisation | One to two weeks |
| Opening a bank account | Depends on the bank and its KYC; usually the slowest stage |
Taxes and obligations of an SAS in Uruguay
Once operating, an SAS is taxed in the same way as other Uruguayan commercial companies:
- IRAE (corporate income tax) on business income.
- VAT (IVA) on sales of goods and services.
- IRPF on dividends distributed to shareholders.
- Wealth Tax (Impuesto al Patrimonio), where applicable based on the company’s net worth.
The specific difference from the SA is that the SAS does not pay ICOSA. If your activity might qualify for a simplified regime, also look at the small business regime.
Common mistakes when forming an SAS
- Choosing a name without checking its availability first, which leads to rejection because of a name conflict.
- Not setting clear share transfer rules in the bylaws, which later complicates partners joining or leaving.
- Forgetting the beneficial owner declaration within the legal deadlines.
- Not planning electronic invoicing and corporate books from the start, leaving them for “later” and holding up the company’s normal operations.
- Using quotation marks or other unsupported characters when filling in the SAS Digital form.
Who is an SAS in Uruguay ideal for?
The SAS is usually the most convenient option for:
- Entrepreneurs and startups who want to incorporate quickly without visiting a notary’s office.
- Professionals or freelancers who will operate as the sole shareholder.
- Digital nomads and non-residents who need a simple structure to invoice clients abroad.
- Businesses that expect to bring in or let investors exit later on, thanks to easy share transfers.
If instead you are looking for a more established structure for larger international operations, compare it first with an SA or read our comparison of a Uruguayan SA vs a Delaware LLC. And if you would rather not wait for the process, you can also buy a ready-made SAS or an already incorporated company, or use the express Company in a Day route.
Frequently asked questions about the SAS in Uruguay
What is the difference between an SAS and an SA in Uruguay?
The main difference is that an SAS can be formed with a single shareholder, is registered 100% digitally without a notary and does not pay ICOSA, while the SA is the classic company form, with more formalities and generally greater recognition for large-scale international operations.
Can an SAS have a single owner?
Yes. The SAS can have a single shareholder from the moment it is incorporated, with no need to add a second shareholder.
Can an SAS be formed 100% online, without a notary?
Yes, through the “SAS Digital” procedure on the gub.uy portal, using an advanced electronic signature issued by Agesic, DGI or BPS.
What is the minimum capital for an SAS?
The law does not require a minimum capital. It does require the capital to be represented by registered or book-entry shares (never bearer shares), and cash contributions above 160,000 UI are subject to the controls of the Financial Inclusion Law.
Can an existing SA be converted into an SAS?
No. Current regulations prevent an existing corporation from being converted into an SAS.
Does an SAS pay ICOSA?
No. Unlike the SA, the SAS is exempt from ICOSA (the corporate control tax on corporations).
Can a foreigner or non-resident open an SAS in Uruguay?
Yes. There is no restriction based on nationality or residence, although you do need the appropriate identity documents. See the full process in our guide to opening a company in Uruguay as a foreigner.
What happens if I do not declare the SAS’s beneficial owner?
It is a legal obligation separate from incorporating the company; failing to meet it exposes you to penalties. We recommend handling it as soon as the SAS is registered.
Sources
- Law No. 19,820 (Title II) — regime for Simplified Joint-Stock Companies.
- Decree No. 399/019 of 23 December 2019 — implementing regulations of Law 19,820.
- General Registry Office (DGR) — “SAS Digital” procedure, portal.dgr.gub.uy.
- Association of Notaries of Uruguay (AEU) — notarial note on SASs.