Contemplating expanding your business or incorporating a company in Uruguay presents a plethora of options with the multitude of legal entities in Uruguay available to choose from. Uruguay’s rapid economic growth has positioned it as one of the fastest growing economies in Latin America, making it an attractive destination for foreign investors. Famous for its liberal economic policies, Uruguay has one of the least restrictive service-based economies in the region. When embarking on the expansion of your business in Uruguay, it is advisable to seek expert guidance and advice to ensure compliance with all legal and accounting requirements.
In this article, we delve into the diverse range of legal entities in Uruguay to equip you with the knowledge you need to navigate the regulatory landscape and make informed decisions for your business ventures in this thriving South American nation.
3 Types of Legal Entities in Uruguay
There are various types of legal entities in Uruguay available for foreign investors, these include:
- Limited Liability Companies for Duty-Free Zones (Sociedades de Zona Franca – SAU).
- Branch Offices (Sucursal).
- Corporations (Sociedades Anónimas – SA).
While the majority of companies in Uruguay are Corporations (S.A), keep in mind that the type of legal entity that you chose to incorporate will depend on your company’s business needs and requirements.
Incorporating a legal entity in Uruguay
There are different ways of incorporating a legal entity in Uruguay. These include the following documents and procedures:
- Power of Attorney (POA): A legal entity in Uruguay can be incorporate through a Power of Attorney (POA) that should be drafted and signed. This document allows a local partner or organization in Uruguay to form the company on your behalf, without the need for you to physically be in the country during the incorporation process.
- Company Bylaws: When incorporating a legal entity in Uruguay, you must carry out a search of your company´s name and get it officially approved by the local government. Additionally, the company bylaws should include the following: the company’s main purpose, information regarding the partners or members involved in the incorporation process and the notarized signatures of the company’s owners.
- Company incorporation document: To register and formalize the incorporation of the company, it should be registered in the Government’s One-Stop-Shop (Empresa en el día). All the registration fees for corporations or ‘SA’ companies are paid through this local authority. Likewise, a public notary will provide you with an official certificate that should be shown in the National Registry of Commerce in order to complete the company registration process.
Our recommendation: The Limited Liability Companies for Duty-Free Zones (Sociedades de Zona Franca – SAU) offer unique benefits for foreign investors, including tax incentives and exemptions from certain duties and tariffs. This legal entity type is specifically designed to operate within duty-free zones, making it an advantageous option for businesses engaged in international trade and manufacturing.
Tax Administration Directorate (Dirección General Impositiva) is the entity where the company will pay taxes. The National Registry will stamp the book of shares, the letter copybook, the register of minutes of the board meetings and the register of minutes of shareholder´s meetings.
Once this is completed, the company will be able to obtain its local Tax ID (‘RUT‘).
Open a Corporate Bank Account
The final step when incorporating a legal entity in Uraguay when expanding your business in the country is to open a corporate bank account. Once you have obtained your Ta company Tax ID, you will be able to open your corporate account.
FAQs on Types of Legal Structures in Uruguay
1. Can a foreigner register a company in Uruguay?
Yes, foreign investors can register a company in Uruguay. The country welcomes foreign investment and provides various legal structures for foreigners to establish businesses, including Limited Liability Companies for Duty-Free Zones (Sociedades de Zona Franca – SAU), Branch Offices (Sucursal), and Corporations (Sociedades Anónimas – SA).
2. What type of legal entity is recommended in Uruguay?
The recommended legal entity type in Uruguay depends on factors such as the nature of the business, investment objectives, and taxation considerations.
3. How do I create an SAU in Uruguay?
To create a Limited Liability Company for Duty-Free Zones (SAU) in Uruguay, foreign investors must follow the registration procedures outlined by the Uruguayan government.
4. What is an LLC in Uruguay?
In Uruguay, an LLC refers to a Limited Liability Company for Duty-Free Zones (Sociedades de Zona Franca – SAU).
Seeking more information about legal entities in Uruguay?
Uruguay holds great potential for business investors and entrepreneurs. However, doing business in a new environment can prove to be somewhat complicated. Working with a local partner who can support you throughout the entire incorporation process is highly recommended.
For this reason, we highly recommend cooperating with a local partner when entering the Uruguayan market. Get in contact with Biz Latin Hub and our team of local experts and professionals will provide you with a range of professional services, including accounting & taxation and legal services, to support you in establishing your business in Uruguay.
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