Luis Fuentes, a finance specialist and international business expert, serves as Corporate Affairs Director at Alligare International LLC and leads Estudio Fuentes. With over 10 years of experience, he excels in financial advisory, business internationalization, and strategic corporate solutions, helping companies in Latin America, Europe, and Asia expand globally.
Register a subsidiary in Uruguay with key legal steps, tax ID, labor compliance, and publishing requirements for foreign companies.
Table of Contents
How Do You Register a Subsidiary in Uruguay?
Registering a subsidiary in Uruguay involves completing a series of legal and administrative steps. These include choosing the right company structure, preparing foundational documents, registering with the appropriate public entities, and complying with tax and labor obligations. In this guide, you’ll find a clear step-by-step explanation of each phase of the process.
Uruguay is a popular destination for business expansion due to its political stability, transparent legal system, and access to the regional market. While the process may seem complex at first, this guide will help you navigate every step confidently—from company formation to operational compliance.
What Are the First Legal Steps to Create a Subsidiary in Uruguay?
Before registering a subsidiary in Uruguay, you’ll need to make several foundational decisions and formalize the company’s legal identity. This includes choosing the company type, meeting with a notary, and executing and registering the social contract:
What Types of Legal Entities Can Be Formed in Uruguay?
Uruguay offers several options including Stock Corporations (S.A.), Limited Liability Companies (S.R.L.), and Simplified Stock Companies (S.A.S.). Your choice will determine how your subsidiary is structured, operated, and taxed.
Why Is a Notarial Meeting Required Early in the Process?
A notary public helps formalize key elements of the company—such as the company name, official address, share structure, and primary business activity.
What Is the Role of the Social Contract in Company Registration?
The social contract is a legally binding document that defines the subsidiary’s internal structure and purpose. It must be registered with the Dirección General de Registros (DGR).
How Is Ownership Transparency Reported in Uruguay?
The notary public is responsible for reporting the company’s final beneficiary to the Banco Central del Uruguay (BCU) in accordance with local financial transparency laws.
What Are the Required Government Registrations to Operate in Uruguay?
Once the company’s legal formation is complete, you’ll need to register the business with several government bodies and publish your incorporation to become operational:
Where Must Your Company’s Incorporation Be Published?
A summary of the company’s registration must be published in the Diario Oficial (IMPO) and a widely circulated national newspaper.
How Do You Complete the Registration via the One-Stop System?
The Empresa en el Día platform allows you to submit documents and register the subsidiary in one coordinated process.
What Is the Role of the Tax Authority (DGI)?
The DGI assigns your company a RUT (Tax Identification Number), which is required to pay taxes and issue legal invoices.
When Must the Company Register with the Social Security Entity (BPS)?
Before hiring employees, the subsidiary must register with the BPS to fulfill social security contribution obligations.
Is Insurance Through BSE Required for Employers?
Yes. Companies with staff must acquire occupational coverage from the Banco de Seguros del Estado (BSE).
Are Other Licenses or Permits Needed Depending on the Sector?
Depending on your business activity, you may need to register with the Ministerio de Trabajo y Seguridad Social (MTSS) or local municipal authorities.
What Are the Ongoing Legal Obligations After Registration?
After your subsidiary is officially formed and operational, you’ll need to manage legal and compliance responsibilities on an ongoing basis:
Is Foreign Ownership Allowed Without Restrictions?
Yes. Uruguay permits 100% foreign ownership in most sectors, although certain industries may require prior approval.
What Are the Tax Filing Requirements After Registration?
You’ll need to comply with monthly VAT, income tax declarations, and annual financial statements.
Do You Need a Resident Legal Representative?
Yes. Most company structures require that you appoint a local legal representative to communicate with authorities.
Why Work with Local Experts?
Engaging Uruguayan legal and tax advisors will help you comply with ongoing rules, optimize your tax position, and prevent delays.
What Should You Know About Operating in Practice?
Once registered, foreign investors often have questions about how to manage banking, labor, and compliance operations. Here are some practical answers:
Can I open a bank account before completing registration?
You usually need the company’s registered status and RUT to open a business account.
Is physical presence required for registration?
Not necessarily. You can issue a Power of Attorney to a local representative to manage registration.
Are there tax incentives or business zones?
Yes. Uruguay offers free trade zones and tax incentives for certain industries and regions.
Can a Uruguayan subsidiary hire foreign workers?
Yes, but work permits and immigration procedures must be followed.
Are all industries open to foreign investment?
Most are, but certain regulated sectors may require additional approvals.
What’s the Final Take on Registering a Subsidiary in Uruguay?
Uruguay provides a clear and reliable framework for foreign investors to establish subsidiaries. With a transparent legal system, open market policies, and coordinated registration procedures, it’s an ideal entry point for businesses expanding in South America. Following the steps in this guide—and seeking expert local support—will help ensure a smooth and successful setup.
Finally, you might not only be interested in starting a business in Uruguay, but also in expanding across Latin America.
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