What type(s) of legal entity(ies) can a foreign investor set up in your country?
Foreign investors may conduct business in Uruguay through several types of legal vehicles. The most commonly used entities are Sociedades Anónimas (corporations), Sociedades de Responsabilidad Limitada (limited liability companies), and Sociedades por Acciones Simplificadas (simplified stock companies). All of these forms provide limited liability to their owners.
Under the Uruguayan Commercial Companies Law (Law No. 16,060), corporations (Sociedades Anónimas) are characterized by capital divided into shares and by the limitation of shareholders’ liability to the amount of their subscribed shares. Corporations may issue registered or bearer shares, although registered shares are now the prevailing structure in practice. Corporations have no general restrictions on their business activities and are commonly used for large-scale commercial or industrial operations. Shareholders and directors may be individuals or legal entities of any nationality or residence.
Limited liability companies (Sociedades de Responsabilidad Limitada) are also governed by Law No. 16,060 and are typically used by small and medium-sized businesses. Partners’ liability is strictly limited to their capital contributions, and they bear no personal liability for the company’s obligations. Ownership interests are represented by non-negotiable participation units (quotas), which must be of equal value and are indivisible. LLCs may have between two and fifty partners, with no nationality restrictions.
Simplified stock companies (Sociedades por Acciones Simplificadas - SAS) are a more flexible corporate form that combines features of corporations and limited liability companies. A SAS may be incorporated by one or more individuals or legal entities (other than corporations), and its capital is represented by shares.
Shareholders’ liability is limited to their respective contributions. Certain entities, such as publicly traded companies, companies with state participation, or entities required by law to adopt a specific corporate form may not use this structure.
Foreign investors may also operate in Uruguay through a branch of a foreign company. Branches are regulated by Articles 192 to 198 of Law No. 16,060 and are governed, as to their existence and capacity, by the law of their place of incorporation. While branches may conduct business in Uruguay without operational restrictions, they must engage in the same activities as their head office. The foreign parent company remains fully liable for the branch’s obligations, and the branch must keep separate accounting records in Uruguay, in Spanish and in local currency.
In addition, trusts (fideicomisos) are available under Uruguayan law and are frequently used for specific or structured transactions, particularly in sectors such as infrastructure, real estate, manufacturing, and services. Trusts offer a flexible alternative to traditional corporate structures and are often used by foreign investors for investment structuring or to provide guarantees.
The appropriate choice of legal entity depends on several factors, including the number of investors, the nature and scale of the business, liability considerations, tax planning, governance needs, and ongoing compliance and record-keeping requirements.