Starting a business in the land of mate? Here’s what you need to know
Have you ever dreamed of opening your own business in Uruguay, but the mountain of legal procedures has seemed insurmountable? You’re not alone. Let me tell you that the process of company incorporation can seem like a bureaucratic maze, but with the right information, it becomes a much more navigable path.
In Uruguay, that small country between giants that has become a hub of innovation and stability in Latin America, the business formalization process has its particularities. Here we’re going to break down everything related to public deeds for incorporating your company, that fundamental document that gives legal life to your project.
The ABC of Public Deeds in Uruguay
Look, a public deed of incorporation is like your company’s birth certificate. Without it, legally your business doesn’t exist. You know when you sign an important contract and want to make sure everything is in order? Well, multiplied by ten: here we’re talking about the document that will define how your company functions during its entire existence.
In Uruguay, this process necessarily involves a public notary (or notary, as known in other countries). This professional not only drafts the document, but also verifies the legality of what you’re incorporating.
Important fact: According to the National Internal Audit (AIN), in 2023 more than 16,000 companies were incorporated in Uruguay, an increase of 12% compared to the previous year, showing growing confidence in the Uruguayan business ecosystem.
Types of Companies and their Documentary Particularities
Not all companies are incorporated equally. The deed will vary depending on the type of company you choose:
| Company Type | Documentary Requirements | Average Incorporation Time |
| Corporation (S.A.) | More extensive and detailed deed | 30-45 days |
| LLC (S.R.L.) | More simplified document | 15-20 days |
| Simplified Corporation (SAS) | Model statute available | 5-10 days |
| Sole Proprietorship | Simple form before BPS/DGI | 2-5 days |
Let me tell you something interesting: while in 2015 Corporations represented 60% of new businesses, today SAS are rapidly gaining ground due to their simplicity and lower costs. The reason? Their incorporation process can be up to three times faster.
Step by Step: From Idea to Official Document
Imagine you’re preparing a complex recipe: you need to have all the ingredients ready before starting. Incorporating a company works the same way:
1. Definition of Company Type
First you must decide what type of company best fits your project.
2. Name Reservation
Watch out for this! Before moving forward, you must verify in the National Commerce Registry that the name you want for your company is available.
3. Drafting of Social Contract or Statute
This is where the details come in:
- Corporate purpose (what the company will do)
- Share capital and its distribution
- Administration and representation
- Assemblies and decision-making
- Dissolution and liquidation
4. Signing before Notary
The official moment where your company comes to legal life.
5. Registration in Registries
Once signed, the deed must be registered in:
- National Commerce Registry
- Single Tax Registry (RUT)
- Social Security Bank (BPS)
Real story: A foreign tech entrepreneur wanted to incorporate his startup in Uruguay but couldn’t remain in the country during the entire process. Thanks to the possibility of granting notarial powers, he was able to authorize a local representative to complete the procedures while he coordinated everything remotely. Three months later, his company was already billing international clients from Montevideo.
Advantages of the Uruguayan System Compared to the Region
Look at what happens when we compare:
- Transparency: Uruguay ranks 21st in the Corruption Perception Index 2023, being the best positioned in Latin America.
- Legal Stability: Rules don’t change constantly like in neighboring countries.
- Digitized Process: Since 2020, many procedures can be done online through the portal empresas.gub.uy
- Openness to Foreigners: There are no restrictions for foreigners to own 100% of Uruguayan companies.
Expert advice: “While they can incorporate a company in Uruguay without being physically present using a power of attorney, we recommend visiting the country at least once to open bank accounts personally, which greatly speeds up the subsequent process.” – Association of Notaries of Uruguay.
Common Mistakes That Can Cost You Time and Money
Have you noticed how a small error in a recipe can ruin the entire dish? The same happens with deeds:
- Ambiguous definition of corporate purpose: Limits too much what the company will do or, conversely, is so generic it loses legal validity.
- Inconsistencies in partner data: Especially with foreigners (misspelled names, incomplete documents).
- Undercapitalization: Establishing insufficient share capital for the type of activity.
- Lack of foresight in exit clauses: Doesn’t clearly establish what happens if a partner wants to withdraw.
Important alert! A common error is incorporating the company and forgetting subsequent procedures. If you don’t register your company with DGI and BPS within 30 days, you’ll face fines that can exceed $500 USD.
Trends and Recent Changes
The business legal world in Uruguay is evolving:
- Accelerated Digitization: Since 2021, digital signature of corporate documents has full legal validity.
- Procedure Simplification: The “Company in a Day” program allows incorporating some companies in less than 24 hours.
- Special regime for startups: Specific benefits for technology and innovation companies.
- COMAP Benefits: Tax incentives for productive investments that can be reflected in the incorporation deed.
The International Factor: Incorporating from Abroad
Uruguay has positioned itself as a regional center for international companies. If you’re planning from outside:
- Foreign documents need apostille (Hague Convention) or consular legalization
- You can grant a power to a local representative (approximately $300-400 USD additional)
- Video calls with notaries have been legally recognized since 2022 for certain procedures
- Capital can be integrated from accounts abroad
Frequently Asked Questions about Public Deeds in Uruguay
Is it necessary for all partners to be present to sign the deed?
It’s not essential. Partners can grant a special power to a representative to sign on their behalf. This power must be notarial and, if from abroad, must be apostilled or legalized by the corresponding Uruguayan consulate. This mechanism is especially useful for foreign entrepreneurs who can’t travel frequently to Uruguay.
How long does it take from signing the deed until the company is operational?
Times vary according to the type of company. For a SAS (Simplified Corporation) the complete process can take between 5-10 business days. For a traditional Corporation, it can extend to 30-45 days. However, it’s possible to begin some operations with the notarial certificate that the company is “in formation,” while completing definitive registrations.
Can I modify my company’s corporate purpose after incorporation?
Yes, it’s possible to modify the corporate purpose through a statute reform, which requires another public deed. However, this involves additional costs similar to those of incorporation (between $400-600 USD) and registration procedures. That’s why it’s recommended to define a broad but specific corporate purpose from the beginning, that foresees possible future business expansions.
Is there any alternative to traditional incorporation through public deed?
For small entrepreneurs or independent professionals, there’s the option to register as a sole proprietorship, which doesn’t require a public deed but a simplified procedure before BPS and DGI. However, this figure doesn’t separate personal from business assets. Another recent alternative is SAS incorporation through the simplified procedure with model statute, which significantly reduces times and costs while maintaining limited liability protection.
The Path to Your Uruguayan Company: Next Steps
Incorporating a company in Uruguay may seem complicated at first, but with adequate guidance it becomes a manageable process. Remember:
- Clearly define your business model before choosing the type of company
- Seek specialized professional advice, preferably a team that includes notary and accountant
- Calculate all costs, not just the obvious ones
- Anticipate subsequent procedures (opening bank accounts, specific permits)
- Keep your corporate documents updated
Business formalization in Uruguay isn’t just a procedure: it’s the first step to access a stable market, with clear rules and international projection. Are you ready to take the leap?
