Uruguay is increasingly seen as a strategic entry point for doing business in Latin America. With its robust legal framework, economic stability, and transparent regulatory system, it offers a reliable base for startups, scale-ups, and established multinationals alike.
Whether you’re considering an SRL (Sociedad de Responsabilidad Limitada) or an SAS (Sociedad por Acciones Simplificada), understanding the legal and compliance landscape is critical for a smooth market entry.
Why Uruguay?
Uruguay is renowned for its legal stability and business-friendly environment. Its judiciary is independent, and the country consistently ranks highly for rule of law and democratic strength in Latin America. The legal system is predictable, an invaluable asset for foreign investors.
Moreover, Uruguay’s compliance and anti-money laundering regulations are aligned with global standards, offering reassurance to businesses and investors that the market is both serious and secure.
SRL vs. SAS: Choosing the Right Entity
Here is a comparative snapshot to guide your decision:
| Feature | SRL (Sociedad de Responsabilidad Limitada) | SAS (Sociedad por Acciones Simplificada) |
| Shareholders | 2 to 50 partners (natural or legal persons) | 1 or more (can be a single person or entity) |
| Legal Personality | Separate legal entity | Separate legal entity |
| Liability | Limited to each partner’s capital contribution | Limited to shareholders’ contributions |
| Capital Stock | No minimum required; divided into quotas | No minimum required; divided into shares |
| Governance | Managed by one or more administrators | Very flexible; board or sole director |
| Transfer of Ownership | Requires partner approval and formal registration | Freely transferable unless restricted by bylaws |
| Incorporation Speed | 4–6 weeks | 2–4 weeks (faster if electronic) |
| Public Registry Requirements | Higher | Lower – simplified for SAS |
| Best For | Traditional businesses, long-term operations | Startups, tech companies, foreign investments |
Critical Compliance Requirement: Shareholder Transparenc
An essential aspect of company incorporation in Uruguay is full transparency regarding the ownership structure.
Uruguayan law mandates 100% shareholder disclosure, including the ultimate beneficial owner (UBO).
This requirement stems from the Anti-Money Laundering and Counter-Terrorism Financing regulations under Laws 18,930 and 19,484, in force for over a decade. These laws align Uruguay with international standards similar to those enforced by FinCEN in the United States.
What Must Be Reported?
All legal entities, including SRLs and SASs, must submit a sworn declaration to the Central Bank of Uruguay, detailing:
- Shareholders or holders of capital interests
- Beneficial owners (anyone who holds 15% or more, directly or indirectly)
- Indirect ownership chains, if applicable
Even if a UBO cannot be identified or falls below the threshold, this must still be declared.
Format & Certification
- Declarations must be certified by a Public Notary.
- The report must be signed by a company director.
- The data is not public and is securely stored by the Central Bank.
Ready to Launch in Uruguay?
At Quadlux, we’ve helped companies from over 40 countries navigate international employment and legal structuring. Whether you need entity incorporation, EOR support, or compliance guidance, our team is here to support your expansion.
📩 Contact us at:
- julieta@quadlux.net
- hello@quadlux.net
- brenda@quadlux.net
🌐 Visit www.quadlux.net
