Quick answer. In Uruguay there are two main ways to do business: operating as a sole proprietorship (empresa unipersonal: one individual, unlimited liability) or incorporating a commercial company. The four most common forms are the SAS (simplified joint-stock company), the SRL (limited liability company), the SA (corporation) and the sole proprietorship itself. For most new ventures, the SAS is now the most agile option (a single shareholder, 100% online, no ICOSA); the SRL remains the classic choice between trusted partners; and the SA is reserved for large structures, with many shareholders or listed companies. The right choice depends on how many partners you are, how much asset protection you need, your expected tax burden and whether there is foreign capital.

This guide covers all legal forms currently available in Uruguay — not just the four usual ones — with their requirements, taxation, indicative 2026 costs and use cases, so you can choose wisely. It is for information only; before incorporating, discuss your specific case with a notary or lawyer.

1. How companies are classified in Uruguay

Before choosing a legal form, it helps to understand that “type of company” can refer to three different classifications. Only the third — the legal form — is the one you decide when incorporating.

By size (MSME classification)

Decree 504/007 classifies companies by number of employees and annual turnover in Indexed Units (UI):

You do not “choose” this classification: it follows from your figures and determines access to certain benefits and regimes (for example, the DGI small business regime). The value of the UI is updated every year → see 2026 values: BPC, UI, UR and wealth.

By the owner’s liability

• Unlimited liability: personal assets are liable for the business’s debts (sole proprietorship, general partnership, de facto partnership).
• Limited liability: the risk is capped at the capital contributed (SAS, SRL, SA, cooperatives).

In practice, this is the most important decision: it determines how much of your personal assets is exposed.

By legal form

This is the form you formally incorporate. It is the focus of this guide, and we cover each one below.

2. Sole proprietorship (empresa unipersonal)

A sole proprietorship is not a company: it is an individual carrying out an economic activity in their own name. There is no separation between the person’s assets and those of the business.

Ideal for: independent professionals, freelancers, small shops and anyone testing a business with low risk and low turnover.
Key limitation: it does not protect personal assets and does not allow partners. When the business grows, it is usually converted into an SAS or SRL.

→ Sole proprietorship in Uruguay · Small business regime

3. SAS — Simplified Joint-Stock Company

Created by Law 19,820 (2019), the SAS combines the flexibility of the SRL with the share-based logic of the SA. It is now the preferred form for starting a business.

Advantages: a single shareholder, online process, no ICOSA, flexible bylaws, simple transition to investors.
Bear in mind: it is a relatively new form; some traditional counterparties (certain banks, conservative partners) still ask for an SA or SRL.
Ideal for: startups, digital businesses, software, freelancers who want limited liability, and entrepreneurs who expect investors to come in.

→ How to form an SAS in Uruguay · SAS vs SRL · SAS for startups

4. SRL — Limited Liability Company

Governed by Law 16,060, it is the classic company for ventures with a few partners who know each other.

Advantages: a well-known form accepted by all banks and counterparties; good for stable partners.
Bear in mind: transferring quotas is more cumbersome than transferring shares; capped at 50 partners.
Ideal for: family businesses, companies with 2–5 trusted partners, operating SMEs.

→ How to form an SRL in Uruguay · SRL vs SA · Changing partners in an SRL

5. SA — Corporation (Sociedad Anónima)

Also governed by Law 16,060, it is the corporate structure par excellence: capital in shares, governed by a board of directors and a shareholders’ meeting.

Types: public SA (listed / makes a public offering) and closely held SA (most businesses).
Advantages: the highest institutional acceptance, easily transferable shares, ideal for multiple investors and holding companies.
Bear in mind: higher cost and more formalities (ICOSA, meetings, books, AIN oversight).
Ideal for: companies with several shareholders, business groups, holding companies, projects seeking investment or operating in regulated sectors.

→ How to incorporate an SA in Uruguay · ICOSA 2026 · Appointing an SA director · Holding company in Uruguay

6. Other partnerships (less common)

Law 16,060 provides for several forms that are rarely used today but worth knowing:

• General partnership (sociedad colectiva): all partners are jointly and severally, and unlimitedly liable. Maximum trust between partners; minimum asset protection. → General partnership
• Limited partnership (sociedad en comandita simple): two classes of partners — general partners (unlimited liability, they manage) and limited partners (liability limited to their contribution, they do not manage). → Limited partnership
• Partnership limited by shares (sociedad en comandita por acciones): the same logic, but the limited partners’ capital is divided into shares.
• Capital and industry partnership: one partner contributes capital and the other their work (“industry”).
• De facto partnership (sociedad de hecho): a partnership with no written agreement or registration. It works, but with high legal risk and unlimited liability; it is advisable to regularise it. → De facto partnership: risks and regularisation

Ideal for: very specific cases. In general, they are not recommended for a new business compared with an SAS/SRL, because of the exposure of personal assets.

7. Cooperatives

Governed by Law 18,407, cooperatives are collectively owned and managed entities, not-for-profit in the traditional sense. There are worker, consumer, housing and agricultural cooperatives, among others. They enjoy specific tax benefits and require a minimum number of members depending on the type.

Ideal for: groups of workers or producers who organise collectively.
→ Worker cooperatives in Uruguay

8. Advanced structures (not “types” but used with companies)

These arrangements do not replace the company; they are built on top of it for protection, grouping or investment purposes:

• Trust (fideicomiso): a segregated pool of assets managed by a trustee; useful for guarantees, asset management and real estate investment. → Guarantee trust
• Holding company: a company (usually an SA) that controls others; it centralises ownership and optimises dividends and asset protection. → Holding company
• Economic Interest Group (GIE): a vehicle for several companies to cooperate without merging. → GIE
• Consortium: a temporary joint venture between companies for a specific project or works (typical in construction and public tenders). → Business consortium

For international wealth planning, funds or high-level BCU financial licences, these structures are designed together with specialists in cross-border tax and wealth structuring.

9. Branch of a foreign company

A foreign company can operate in Uruguay without creating a new company, by registering a branch. The branch has no legal personality of its own: it is the same foreign company operating locally, with a legal representative, separate accounts and registration with the Registry.

Ideal for: multinationals that want a local presence while keeping the parent company abroad.
Alternative: incorporating a Uruguayan subsidiary (SA/SRL/SAS) as an independent legal entity, which usually gives more flexibility and protection.
→ Registering a foreign company · Opening a company as a foreigner

10. How each type of company is taxed

The legal form matters, but most companies share the same core taxes:

• IRAE — corporate income tax (Impuesto a las Rentas de las Actividades Económicas): 25% on net taxable income. Paid by SAs, SRLs, SASs and sole proprietorships under the general regime. → IRAE: what it is and how it is calculated
• VAT (IVA) — 22% standard rate / 10% reduced rate; exports of services may be exempt. → VAT for companies
• Wealth Tax (Impuesto al Patrimonio) — on the company’s taxable net worth (relevant mainly for SAs and asset-holding structures). → Wealth tax
• ICOSA — control tax exclusive to SAs (SASs and SRLs do not pay it). → ICOSA 2026
• IRPF — personal income tax for partners and directors on dividends and fees. → IRPF for partners and directors
• Small business regime / monotributo — for low turnover, it simplifies and reduces the tax burden. → Small business regime

Uruguay applies a territorial principle: in general, Uruguayan-source income is taxed, which makes structures for exporting services attractive.

11. How much it costs to set up and maintain each one

The total cost has two components: incorporation (one-off) and maintenance (recurring).

• Incorporation: the sole proprietorship and the SAS are the cheapest (the SAS because it is digital); the SRL adds notary fees and publications; the SA is the most expensive because of AIN oversight and formalities.
• Annual maintenance: accountant, registered office/address and — for SAs only — ICOSA. The SA is the most expensive to maintain; the SAS, the lightest.

As amounts are updated every year, we cover current figures in dedicated guides:
→ Cost of opening an SA, SRL or SAS in 2026 · How much it costs to maintain a company in 2026

12. Company in a Day: incorporate fast

Uruguay offers the “Empresa en el Día” (Company in a Day) regime, which lets you incorporate and register a company in a single procedure and, in many cases, in a single day. The SAS is incorporated entirely online; SRLs/SAs can use pre-approved bylaws to speed up the process. There is also the option of buying an already incorporated company to operate immediately.
→ Company in a Day: timelines and cost · Buy an already incorporated company · Ready-made SAS for sale

13. Foreigners and non-residents

Uruguay does not require residence or nationality to be a partner, shareholder or owner of a company. A non-resident can incorporate an SAS, SRL or SA, although there are practical points to resolve:

• Local director/representative: certain operations and the SA usually require a local presence. → Local board of directors
• Business bank account: part of the start-up process. → Opening a business account
• Beneficial owner: mandatory declaration to the BCU. → Beneficial owner
• Tax residence: optional, but key if you are also moving here. → Tax residence for business owners

→ Related hub: Opening a company in Uruguay as a foreigner

14. How to choose the type of company (decision tree)

A quick guide based on your situation:

1. Will you operate alone, with low risk and low turnover? → Sole proprietorship (and the small business regime if you qualify).
2. Do you want limited liability, agility and an online process — alone or with partners? → SAS.
3. Are you 2 to 50 stable partners who want the form most accepted by banks? → SRL.
4. Do you have several investors, want transferable shares or are you setting up a holding company? → SA.
5. Are you a foreign company that only wants a local presence? → Branch or subsidiary (SA/SRL/SAS).
6. Is it a collective project of workers/producers? → Cooperative.

15. Frequently asked questions

What is the most common type of company for starting a business in Uruguay?

For new ventures, the SAS has become the most popular option thanks to its agility (a single shareholder, 100% online and no ICOSA). The SRL remains very common among stable partners and the SA for large structures.

Which type of company protects my personal assets?

Limited liability companies: SAS, SRL, SA and cooperatives. Sole proprietorships, general partnerships and de facto partnerships do not protect your personal assets.

Can a foreigner open a company in Uruguay?

Yes. Residence or nationality is not required to be an owner. You need to arrange a local director/representative, a bank account and the beneficial owner declaration.

What is the difference between an SAS and an SA?

The SAS allows a single shareholder, is incorporated online, does not pay ICOSA and is more flexible. The SA requires at least two shareholders and prior AIN review and pays ICOSA, but offers the highest institutional acceptance.

How long does it take to incorporate a company?

With “Empresa en el Día”, an SAS can be incorporated in a single day. An SRL takes a few days and an SA several weeks because of prior government review.

What taxes does a company pay in Uruguay?

The core taxes are IRAE (25%) and VAT (22%/10%); SAs also pay ICOSA and wealth tax. Partners and directors pay IRPF on dividends and fees.

Official sources

• DGI — Dirección General Impositiva (taxes and registration)
• BPS — Banco de Previsión Social (social security)
• AIN — Auditoría Interna de la Nación (oversight of corporations)
• BCU — Banco Central del Uruguay (beneficial owner)
• Law 16,060 (Commercial Companies) · Law 19,820 (SAS) · Law 18,407 (Cooperatives) · Decree 504/007 (MSMEs)
• Uruguay XXI — Investor’s Guide

Guide updated in 2026 for information purposes. It does not replace legal or tax advice for a specific case.