The SAS (Simplified Stock Companies) in Uruguay is a very good option for entrepreneurs or for foreigners who decide to set up their business in the country. It is a flexible corporate structure that facilitates the business startup process.
Simplified Stock Companies, have characteristics of simpler structures such as Unipersonal and Limited Liability Companies that have simplified incorporation processes. Likewise, the SAS take characteristics that are typical of the Corporations such as their own legal status. This allows the assets of the company to be independent from that of its owners. Simplified Stock Companies have a lower incorporation cost than a traditional Stock Company.
Another advantage of the SAS is that the public offices have specific procedures for the SAS, which allow them to register electronically with the agencies, which simplifies the processes.
The administration and representation of the SAS is very flexible, only the figure of a Legal Representative is required.
There are no special formalities regarding the meetings of the corporate bodies. These can be done anywhere and by any means.
A SAS can be constituted by a single partner.
The purpose of the statute is very broad, it is established that it can be any lawful commercial or civil activity.
Frequently asked questions:
Can a SAS be opened with a foreign document?
Yes, anyone over 18 years of age who is not disabled with a national or foreign document can open a SAS. It can also be a national or foreign Legal Entity as long as it is capable and current.
Can a SAS be established remotely?
It is possible, some apostilled documents will be requested and the signature must be done in front of a notary in your place of origin.
How long does the registration take?
Once the documents are signed, the process takes 30 business days. The process does not include the opening of the bank account that must be started once the company is incorporated. With the opening of the company, contracts can already be made and invoices issued.
Is it possible to set up a SAS with a single partner?
It is possible, there are no restrictions, the law admits that possibility.
What kind of responsibility do I assume for creating a SAS?
Article 8 of Law 19,820 indicates that the legal protection consecrated by the norm for the S.A.S., is identical to that of the S.A. The simplified joint-stock company is a type of commercial company, whose capital will be represented by shares and its shareholders will not be responsible for social obligations, beyond the amount of their respective contributions. The shareholder(s) shall not be liable for labor, tax or any other obligations incurred by the company, except in the event that the legal personality of the company is declared unenforceable in accordance with the provisions of articles 189 to 191 of Law No. 16,060, of September 4, 1989, and with the scope indicated therein.
Director will be responsible for the payment of taxes and their administration as a “good family man”
Can I transform my LLC into a SAS?
Yes, an LLC can be transformed into a SAS. Converting a sole proprietorship, or regularizing a de facto company into a SAS is also allowed.
What type of activity can a SAS develop?
The line of business of a SAS is very broad. Pursuant to Art. 12 lit. “E” of Law 19,820, the object of the S.A.S. It may be “…any lawful commercial or civil activity.
The exceptions are:
It cannot be a public company.
You cannot participate in activities for which the law provides for a specific social type. As an example “Financial Intermediation” or “Insurer”
It cannot be listed on the stock market or listed on the stock exchange.
Is it necessary to incorporate capital at the time of incorporation?
It is not necessary to make a capital contribution at the time of purchase (this formality is already resolved by us).
How can capital be represented?
The capital must be represented by nominative or book-entry shares (they cannot be bearer).
What are the taxes of a SAS for activities in Uruguay?
VAT 22% (goods and services in Uruguay)
IRAE (Income Tax). You can choose to settle the tax in real form at the rate of 25% or do it fictitious (or simplified): Taxes the trade of goods at progressive rates from 3.3% to 12% and Services from 12% to 18% on Gross Sales.
Wealth Tax is paid from the second year at the rate of 1.5% (on the difference of assets, minus liabilities, fiscally admitted)
At least one Director must pay contributions to social security (BPS) which will also entitle him to mutual coverage (in health) in the case of having a Uruguayan identity card. These contributions are around USD 170 per month.
What do your services consist of?
We will advise you to make the best decision for your business from a legal, tax and accounting point of view.
Constitution of the company.
Once the most efficient corporate structure is defined, the process of forming the company will begin. The service includes all the records, documentation and formal instances necessary for the start-up of the company. With the company already operating, we proceed to the beginning of the bank account opening process, the validation of contracts that the client requires and the preparation of the invoice book.
We offer alternative bank accounts under company name in Uruguay and the United States. Management is done completely remotely. It can be done with a foreign identity document. Our team of professionals will accompany you throughout the account opening process.
We can give you the fiscal domicile of your company as part of our services.
Through a monthly fee at very competitive costs, our firm provides legal, administrative, accounting and tax outsourcing services. In this way, our team takes care of all the formalities so that you can focus on the business with peace of mind.
Do not hesitate to contact us for more information.
Request a free videoconference with our specialists.