How to create a company in Uruguay and what aspects to consider?

Do you want to create a company in Uruguay? If so, there are several important aspects you should consider. For example, it is necessary to choose the type of company that best suits your needs and objectives. In addition, you should know the tax and financial incentives that exist in Uruguay to encourage business creation. In this article, you will find useful information about the types of companies you can create in Uruguay, the incentives available, as well as the steps necessary to create your company. If you want to start a successful business in Uruguay, keep reading!

What types of companies can be created in Uruguay and when are they appropriate?

In Uruguay, there are several types of companies that can be created, among which are:

• Public Limited Company (SA): this is a company whose capital is divided into shares. Shareholders have limited liability and are not personally liable for the company’s debts. This form of company is suitable for large-scale investment projects, because it allows obtaining financing through the issuance of shares.
• Limited Liability Company (SRL): is a company in which the partners have limited liability, and its capital is divided into installments. This form of company is suitable for small and medium-sized companies (SMEs), since it is more flexible and less expensive than a Public Limited Company.
• Limited Partnership (SC): is a company in which there are two types of partners: the limited partners, who have unlimited liability and manage the company; and limited partners, who have limited liability and do not participate in management. This form of company is suitable for projects in which the participation of investors is required, since it allows the limitation of the liability of some partners.
• Sole Proprietorship (EU): is a company in which there is only one owner, who has unlimited liability for the company’s debts. This form of company is suitable for individual ventures or projects in which a single person is responsible for management and financing.

The choice of the type of company will depend on the size, objectives, structure and responsibility that you want to assume in the business. To create a company in Uruguay, it is important that you consult with a lawyer or accountant to decide which is the most convenient form of company in each case.

What type of incentives exist to create a company in Uruguay?

In Uruguay, there are various incentives to create a company in Uruguay and encourage investment. Some of the main ones are:

• Free zones: Uruguay has more than 20 free zones throughout the country, which offer tax and customs benefits to companies that settle in them. These benefits include exemption from import and export taxes, exemption from income tax for a certain period, among others.
• Investment promotion: The Uruguayan government offers a series of incentives and tax exemptions to companies that make investments in the country. These include the exemption from taxes on the import of machinery and equipment, the deduction of investment in income tax, among others.
• Entrepreneurs Law: Uruguay’s Entrepreneurs Law, approved in 2017, aims to promote entrepreneurship and innovation in the country. Among its main benefits are the creation of a seed capital fund to finance new projects, the creation of a tax benefit regime for companies that carry out research and development activities, among others.
• Simpler Uruguay Program: The Simpler Uruguay program aims to simplify and streamline administrative procedures for the creation and registration of companies. Among its main benefits are the reduction of registration times and costs, the elimination of the obligation to have an accountant for business creation, among others.

These are some of the main incentives that exist in Uruguay to motivate the creation of companies. To create a company in Uruguay, it is important to note that regulations may vary and it is advisable to consult with an accountant or lawyer to obtain more detailed and updated information.

What are the steps to create a company in Uruguay?

The steps to create a company in Uruguay are as follows:

• Define the type of company: the first thing you should do is decide what type of company you want to create. Uruguay has several options, such as Public Limited Company, Limited Liability Company, Limited Partnership, among others.
• Name registration: you must register the name of your company with the National Directorate of Industrial Property. It is important that you check that the name you have chosen is not already registered by another company.
• Constitution of the company: to establish the company, you must sign a document before a notary public and register the deed in the Commercial Registry.
• Registration with the DGI: once you have the deed registered, you must register with the General Tax Directorate (DGI) to obtain a tax identification number (RUT).
• Registration with the BPS: you must also register with the Social Security Bank (BPS) to obtain a social security identification number.
• Obtaining licenses and permits: Depending on the type of business you are creating, you may need to obtain additional licenses and permits before you begin operating. For example, if you are creating a food company, you will need to obtain a health license.
• Registration with the BCU: if your company is going to work with foreign currencies, you must register with the Central Bank of Uruguay (BCU) to obtain authorization.
• Opening a bank account: You must open a bank account for your company at a local bank.

Once you have completed these steps, you will be able to start operating your company in Uruguay. To create a company in Uruguay, it is important that you consult with a lawyer or an accountant to ensure that you have complied with all the legal and tax requirements necessary to operate in the country.

Next, we are going to indicate all the requirements to achieve each of these steps and thus be able to create a company in Uruguay.

Register name

To register a company name in Uruguay, the following requirements must be met:

• The name must be original: the name must not be registered by another company in the country. To verify this, you can perform a search on the website of the National Directorate of Industrial Property.
• The name must be distinctive: the name must not be similar or confusing with that of another company already registered.
• The name must meet legal requirements: the name must not include terms that are prohibited by law, such as obscene words or words that promote discrimination.
• A registration application must be submitted: the application for registration of the company name is made to the National Directorate of Industrial Property.
• Payment of fees: A fee must be paid for name registration.

Once these requirements are met, the company name can be registered. To create a company in Uruguay, it is important to highlight that name registration does not guarantee trademark protection, so it is recommended that the trademark be registered with the National Directorate of Industrial Property.

Register the company in the Commercial Registry

To register a company in the Uruguayan Commerce Registry, the following requirements must be met:

• Constitution of the company: the company must be established by drafting a social contract, which must be signed by the partners and certified by a notary public.
• Identification of partners: documentation that identifies the partners must be presented, whether it is an identity card, passport or equivalent document.
• Registration in the General Tax Directorate (DGI): before registering in the Commerce Registry, the company must be registered in the DGI and obtain a tax identification number (RUT).
• Registration in the Social Security Bank (BPS): you must also be registered in the BPS and obtain a social security identification number.
• Payment of fees: the fees corresponding to the registration of the company must be paid.
• Presentation of documentation: the necessary documentation must be presented to the Commercial Registry, which includes the social contract, the identification of the partners and proof of registration in the DGI and the BPS.

Once these requirements are met and the necessary documentation is submitted, the company can be registered in the Commercial Registry. To create a company in Uruguay, it is important to highlight that the registration process may vary depending on the type of company that is being established and that it is advisable to have the advice of a lawyer or accountant to ensure that all the necessary requirements are met.

Register the company in the DGI to obtain the RUT

To register a company in the General Tax Directorate (DGI) of Uruguay and obtain the RUT (Single Tax Registry), the following requirements must be met:

• Constitution of the company: the company must be established by drafting a social contract, which must be signed by the partners and certified by a notary public.
• Identification of partners: documentation that identifies the partners must be presented, whether it is an identity card, passport or equivalent document.
• Registration of the company in the Commerce Registry: the company must be registered in the Commerce Registry of Uruguay.
• Registration in the Social Security Bank (BPS): the company must also be registered in the BPS.
• Identification of the economic activity: the economic activity that the company will carry out and its corresponding classification must be indicated according to the National Classification of Economic Activities (CNAE).
• Complete the corresponding form: form F. 4415 must be completed to request the registration of legal persons and entities in the single tax registry.
• Payment of fees: the corresponding fee must be paid for registration and issuance of the RUT.
• Presentation of documentation: the necessary documentation must be presented, which includes form F. 4415, the identification of the partners, the social contract and proof of registration in the BPS.

Once these requirements are met and the necessary documentation is presented, the DGI will carry out the registration and the corresponding RUT will be issued to the company. To create a company in Uruguay, it is important to highlight that the RUT is necessary to carry out any economic activity in Uruguay and that it is advisable to have the advice of a lawyer or accountant to ensure that all the necessary requirements are met.

Register the company in the BPS

To register a company in the Social Security Bank (BPS) of Uruguay, the following requirements must be met:

• Constitution of the company: the company must be established by drafting a social contract, which must be signed by the partners and certified by a notary public.
• Identification of partners: documentation that identifies the partners must be presented, whether it is an identity card, passport or equivalent document.
• Registration with the General Tax Directorate (DGI): before registering with the BPS, the company must be registered with the DGI and obtain a tax identification number (RUT).
• Identification of the economic activity: the economic activity that the company will carry out and its corresponding classification must be indicated according to the National Classification of Economic Activities (CNAE).
• Complete the corresponding form: the registration form corresponding to the company must be completed, which can be form F.7310 for companies with employees or form F. 7311 for companies without employees.
• Presentation of documentation: the necessary documentation must be presented, which includes the registration form, the identification of the partners, the social contract and proof of registration in the DGI.

Once these requirements are met and the necessary documentation is submitted, the BPS will register and the company will be issued the corresponding social security identification number. To create a company in Uruguay, it is important to highlight that registration in the BPS is necessary to comply with the company’s labor and social security obligations and that it is advisable to have the advice of a lawyer or accountant to ensure that all the requirements are met. necessary requirements.

Register the company in the BCU

To register a company with the Central Bank of Uruguay (BCU), the following requirements must be met:

• Constitution of the company: the company must be established by drafting a social contract, which must be signed by the partners and certified by a notary public.
• Identification of partners: documentation that identifies the partners must be presented, whether it is an identity card, passport or equivalent document.
• Registration of the company in the Commerce Registry: the company must be registered in the Commerce Registry of Uruguay.
• Identification of the economic activity: the economic activity that the company will carry out and its corresponding classification must be indicated according to the National Classification of Economic Activities (CNAE).
• Complete the corresponding form: the registration form corresponding to the company must be completed, which can be form 2900 “Investment Registration” or form 2901 “Investment and Checking Account Registration”.
• Presentation of documentation: the necessary documentation must be presented, which includes the registration form, identification of the partners, the social contract and proof of registration in the Commercial Registry.

Once these requirements are met and the necessary documentation is submitted, the BCU will register the company. It is important to highlight that registration in the BCU is necessary if the company is going to make investments abroad or if it is going to receive investments from abroad and that it is advisable to have the advice of a lawyer or accountant to ensure that all requirements are met. necessary.

Open a business bank account

To open a business bank account in Uruguay, the following requirements must be met:

• Company documentation: the company’s social contract, registration in the Commercial Registry, the company’s tax identification number (RUT) and the identification documents of the company’s legal representatives must be presented.
• Proof of address: proof of address for the company must be presented, which can be an electricity, water, telephone bill or a lease contract.
• Information on economic activity: detailed information on the economic activity of the company must be provided.
• Financial information: Financial information about the company must be provided, such as financial statements, balance sheets and previous bank statements (if any).
• Authorization signature: The legal representative of the company must sign an authorization for the opening of the bank account and for a background and credit check to be performed.

To create a company in Uruguay, it is important to highlight that the requirements may vary depending on the bank and that it is advisable to compare the options and conditions of different banks before opening a business account. Additionally, it is advisable to seek the advice of an accountant or attorney to ensure you comply with all applicable requirements and regulations.

What are the concepts to pay for social security and their percentages for companies in Uruguay?

In Uruguay, companies are obliged to pay employer contributions for the social security of their employees. These contributions fall into two main categories:

• Health insurance: Health insurance is a social security system that covers medical care and medication expenses for employees and their families. Employer contributions for this insurance are calculated as a percentage of the employee’s nominal salary and are 5%.
• Retirement Insurance: Retirement insurance is a social security system that provides retirement income to employees when they retire. Employer contributions for this insurance are calculated as a percentage of the employee’s nominal salary and are 15%.

To create a company in Uruguay, it is important to keep in mind that these percentages are only for the employer contribution, and employees also have to make a personal contribution to social security. In addition, there are other factors to consider, such as the category of the company and the tax regime. Therefore, it is recommended to consult with an accountant or tax advisor to obtain detailed and up-to-date information on social security requirements for companies in Uruguay.

What are the types of taxes and their percentages for companies in Uruguay?

In Uruguay, companies must pay different types of taxes, some of which are:

• Wealth Tax: This tax taxes the wealth of the company, and is applied to the value of the assets and property rights of the company. The percentage payable varies depending on the tax base and is between 0.7% and 2.75% aannual.
• Tax on Income from Economic Activities (IRAE): This tax taxes the net income generated by the company and is applied to income obtained from the sale of goods or services. The percentage payable varies depending on the tax base and is between 25% and 30% aannual.
• Value Added Tax (VAT): This tax taxes the value added at each stage of the production and distribution of goods and services. The percentage payable is 22% sof the value added at each stage.
• Contribution to the Social Security Bank (BPS): This tax is a mandatory social contribution that companies must pay to finance the social security of their employees. The percentage to be paid varies according to the nominal salary of the workers and is between 17.5% and 22.5% dthe nominal salary.
• Employer Contribution to the National Health Fund (FONASA): This tax is a mandatory social contribution that companies must pay to finance the public health system. The percentage to be paid varies according to the nominal salary of the workers and is between 3% and 5% dthe nominal salary.

To create a company in Uruguay, it is important to highlight that the tax percentages may vary depending on the economic activity of the company and the number of employees it has. In addition, there are some tax benefits and exemptions that can be applied in certain situations and economic activities. Therefore, it is important that companies have the advice of an accountant or tax consultant to determine the taxes they must pay and their exact percentages.

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