Formation of a SAS

What is an SAS?

An SAS (Sociedad por Acciones Simplificada) is a simple and cost-effective structure for your company’s establishment in Uruguay.

Some the benefits are:

• The constitution process is agile, allowing for digital registration.
• Within one week, you obtain the RUT (Tax Identification Number) and BPS (Social Security Number), enabling you to start operations.
• It adapts to different ventures and investments.
• A broad social purpose can be established.
• It offers greater flexibility compared to other existing commercial entities. For example, its bylaws can be amended without prior approval from the AIN (National Business Registry).
• It can be established by a single natural or legal person, whether national or foreign.
• Assemblies do not have to be held in person and can be conducted remotely.
• The transfer of shares to third parties is unrestricted.
• Shareholders are not personally liable for the debts of the company, except in cases where the legal personality is declared unenforceable.
• Administrators or directors are not personally liable for the company’s debts, although they may have tax responsibilities.
• There is no ICOSA (Capital Increase Tax) at the time of incorporation or at the end of the fiscal year.
• SASs can choose to settle their IRAE (Corporate Income Tax) under a fictional regime.

How can we assist you?

Our service includes:

• Prior advice on your business/venture/investment.
• Registration of the SAS name reservation in the Commercial Registry.
• Preparation of the Articles of Association and their registration in the Commercial Registry.
• Registration of the company with the DGI (General Tax Directorate) and BPS (Social Security Bank).
• Reporting of ultimate beneficiaries to the Central Bank of Uruguay (Law 19.484).
• Authentication of commercial books (Assembly Minutes, Register of Nominee Titles, Register of Shareholders attending Assemblies, Resolutions of Sole Administrator/Board of Directors).
• Issuance of Nominee Titles (shares).

What do I need to create an SAS?

We assist you throughout the entire constitution process.

Data required for the company to be constituted:

• SAS denomination (3 possible names – mandatory).
• Address (Department).
• Registered office (city – street name – door number – apartment).
• Administration and representation of the company (administration form, identification document and/or tax identification number (RUT), and address).
• Percentage of social shares for each shareholder.
• Company’s business activity.

Shareholder’s data:

• Full name.
• Marital status (if applicable, indicate the number of marriages, separation of assets, marital agreements). Nationality.
• Personal address.
• Gub User (ID card and password, if you have an electronic signature).