Introduction: selling your SAS shares and how the seller is taxed

If you are thinking about selling your stake in a simplified joint stock company (SAS) in Uruguay, one of the first questions is what tax you will pay as the seller. There is no single answer: it depends on whether you are an individual or a legal entity, on your tax residence and on the type of transaction. Compared with other structures such as the limited liability company (SRL) or the corporation (SA), the SAS has features worth understanding before you formalize a share transfer. This article explains what tax the seller of SAS shares pays in each case, how the taxable base is calculated, which rates apply and which formal obligations must be met before the DGI (Dirección General Impositiva, Uruguay’s tax authority). This information is general and does not replace personalized legal or tax advice for your specific situation. If you have already decided to go ahead with a transaction like this, professional support is key to structuring it correctly.

Which tax applies depending on who sells?

The tax treatment of a sale of SAS shares depends on who the seller is. Uruguay applies a source-based (territorial) system, so the type of income, its source and the seller’s residence determine which tax applies.

Individual resident in Uruguay

If you are an individual tax resident in Uruguay and you sell shares in an SAS, you generate a capital gain that may be subject to the Personal Income Tax (IRPF), category I (capital income, as a capital gain). There is no minimum shareholding or holding-period threshold: the rate is 12% on the computable income, which is determined either on an actual basis (sale price minus updated tax cost) or, if the cost cannot be reliably proven, on a deemed basis (20% of the sale price). Only some small transactions may be exempt, within the UI (Unidad Indexada, an inflation-indexed unit) limits set by the rules. It is essential to keep the documents supporting the original acquisition value so the taxable base can be calculated correctly.

Uruguayan legal entity

When the seller is a legal entity resident in Uruguay (for example, another SAS, an SA or an SRL), the gain on the sale of the shares is taxable income under the Corporate Income Tax (IRAE). The general IRAE rate is 25% on net income. The gain is the difference between the sale price and the tax book value of the shares, adjusted for inflation where applicable. These transactions must be properly recorded in the selling company’s accounts and reported in its annual IRAE return to the DGI. If the entity has accumulated tax losses, it can offset them against this gain, reducing the effective tax payable.

Non-residents: individuals and legal entities

If the seller is a non-resident, whether an individual or a legal entity, the gain on the sale of shares in a Uruguayan SAS is Uruguayan-source income, because the shares belong to an entity domiciled in Uruguay, even if the company owns no real estate in the country. It is therefore subject to the Non-Resident Income Tax (IRNR) at 12%, on an actual or deemed basis (20% of the price) depending on the case. To apply this regime correctly, it is advisable to obtain professional advice that reviews the company’s situation and checks whether a double taxation treaty exists between Uruguay and the seller’s country of residence. In this context, many foreign investors choose to open a company in Uruguay as a foreigner precisely because of the clarity of the territorial tax system.

How the capital gain is calculated: taxable base and deductions

The taxable gain is not simply the sale price: it is the difference between the sale price and the acquisition cost, properly documented and updated. For resident individuals, the tax cost is updated by the change in the Unidad Indexada (UI) between the purchase date and the sale date, which reduces the nominal gain and therefore the tax payable. For legal entities, the adjustment follows the accounting and tax rules in force for calculating IRAE.

It is crucial to keep the original purchase agreement, or the incorporation deed if the shares were acquired when you decided to set up a company in Uruguay. Without that documentary support, the income is determined on a deemed basis (20% of the sale price), which can be more expensive than the actual calculation. In addition, certain transaction-related expenses (notary fees, legal advice, registrations) may be deductible depending on the case, provided they are properly documented and reasonable. Planning ahead and specialized advice make it possible to structure the transaction efficiently and avoid surprises when the tax is settled.

Formal obligations and filing with the DGI

Selling SAS shares creates not only a substantive tax liability but also formal obligations before the DGI that must be met on time. Non-compliance can lead to fines, audit findings or problems for the buyer when proving ownership of the shares.

Recording the transfer in the share register

Every share transfer in an SAS must be entered in the company’s share register. This book is mandatory and must be kept up to date. The buyer only gains standing before the company and third parties once the transfer has been recorded. It is also advisable to formalize the sale through a written agreement that clearly sets out the price, date, conditions and representations of both parties. In some cases it may be advisable to execute the transaction as a public deed, especially if the amount is large or non-residents are involved.

Filing and paying the tax

When there is no withholding agent, the resident individual seller settles the tax: they pay a 12% advance on the computable income after the transaction and then include it in their annual IRPF return for the following year, according to the DGI’s filing calendar. Legal entities must include the gain in their annual IRAE return, taxed at 25%. In both cases, if the return is not filed or the tax is not paid on time, the DGI may apply fines and surcharges. If you are considering a sale of a business in Uruguay or a significant share transfer, it is wise to align the closing of the deal with the tax deadlines to avoid non-compliance.

Special situations and common mistakes

In practice, some situations raise doubts or lead to mistakes that can be costly if not handled correctly. One of them is selling recently acquired shares in a ready-made (shelf) SAS sale: if the seller acquired it recently and resells it quickly, the gain may be low or zero, but the transaction must still be reported. Another common mistake is not updating the acquisition cost for inflation, which leads to paying more tax than necessary.

It is also common to confuse a share purchase in an SA in Uruguay with one in an SAS: although both company types allow shares to be transferred, the formal obligations and tax treatment may differ in some details. For example, if the seller is a non-resident, the buyer may be required to withhold IRNR; when there is no withholding agent, settling the tax is the seller’s responsibility, whether the company is an SA or an SAS.

Another point to consider is the impact on the company’s operational continuity: if you sell a majority stake, the SAS’s governance structure is likely to change, which may require updates to the corporate books, to the registration with the BPS (Banco de Previsión Social, the social security agency) if there are employees, and to the powers of attorney granted. Coordinating these aspects in advance avoids interruptions and administrative problems. Finally, any change of shareholders or ultimate beneficial owner must be reported to the BCU (Banco Central del Uruguay) under Law 19,484, in addition to any applicable anti-money laundering obligations.

Frequently Asked Questions

Do individuals always pay IRPF when selling SAS shares?

If there is a gain, generally yes: income from the sale of shares is subject to IRPF at 12%, regardless of the percentage held or the holding period. Only some small transactions may be exempt, within the UI limits set by the rules. It is advisable to consult an accountant before the sale to confirm how your case is treated.

Does a non-resident have to pay tax in Uruguay when selling SAS shares?

Yes. Shares in a company domiciled in Uruguay generate Uruguayan-source income when sold, so the gain is subject to IRNR at 12% (on an actual or deemed basis). Each situation must be analyzed individually, especially if there is a double taxation treaty with the seller’s country of residence.

What is the tax difference between selling shares in an SAS and in an SA?

The seller’s tax treatment is similar: resident individuals pay IRPF (12%), legal entities pay IRAE (25%) and non-residents pay IRNR (12%). The main difference lies in the formal and bylaw requirements: both types may include restrictions on share transfers in their bylaws (Law 19,820 expressly allows this for the SAS), so it is worth reviewing the bylaws before selling. In addition, SAs pay ICOSA (Impuesto de Control de las Sociedades Anónimas, a fixed annual corporate control tax), while SASs do not. When deciding which legal structure to choose, it is important to consider not only the initial setup but also the implications of any future sale.

Conclusion: plan the sale with professional advice

Selling your SAS shares is a strategic decision with tax, legal and operational consequences. Knowing what tax the seller pays according to their nature and residence lets you plan the transaction properly, calculate the real tax cost and meet all formal obligations before the DGI. Whether you are a resident individual, a legal entity or a non-resident, each scenario has specific rules that must be followed to avoid future problems. Beyond the tax liability, it is also key to coordinate the transfer with updates to the corporate records, the contractual formalities and, where applicable, the registration of changes with the relevant authorities.

At sociedadesanonimas.uy we support entrepreneurs and business owners throughout the process: from the initial incorporation to complex transactions such as transfers of shareholdings, business restructuring in Uruguay and ongoing tax management. If you are thinking about selling your stake in an SAS, or want to structure the transaction as efficiently as possible, we invite you to book a consultation with our team. We work 100% online, with streamlined procedures and personalized support so your transaction closes without surprises or delays. Contact us today and move forward with confidence in the sale of your shares.