Companies Incorporation
At Sierra Atlántica, we guarantee your complete satisfaction in the process of incorporating your new company to start a business, just as we do with all our services. From sole proprietorships and simplified stock companies (or SAS), to slightly more traditional vehicles such as corporations and limited liability companies.
Their benefits allow small entrepreneurs as well as large corporations to obtain profits.
In Uruguay, SASs are here to stay. Currently, they are the preferred corporate vehicle for all types of companies, regardless of their size, number of members, or investment capital.
Their benefits allow small entrepreneurs as well as large corporations to obtain profits.
At Sierra Atlántica, we have the knowledge and experience necessary to guide you through each step of the process of setting up a SAS in Uruguay. What is more, we are not only experts in the field, we are also the fastest, most economical, and reliable in the industry, and we will accompany you from the very beginning to ensure the best results.
In addition, we offer all the assistance you need for the administration and management of your SAS once it is established, including accounting and tax matters, so you can truly forget about all bureaucratic and accounting tasks.
We provide you with the confidence and administrative efficiency you are looking for, so that you do not have to endure the tedium and complications involved.
Our personalized, dynamic, and unconventional service is designed to help you throughout the process.
If you are looking for an effective and economical option to set up your company in Uruguay, do not hesitate to contact us.
SAS in Uruguay: The Preferred Corporate Form
The Simplified Stock Company (SAS, Spanish acronym for “Sociedad por Acciones Simplificada”) is a corporate type that has been in force in Uruguay since January 2020. The drafting and enactment of the SAS model in Uruguay was carried out by the national government to promote entrepreneurship, as well as national and foreign investment in the country. As a fundamental part of this spirit, SASs entail a simple and dynamic process for their creation and incorporation, with very low costs for their initial establishment and subsequent maintenance. Currently, SASs in Uruguay are the preferred corporate form among the different types of companies available. This is because it is the corporate model that offers the most advantages to its shareholders, allowing them to access certain tax benefits that previously were only granted to sole proprietorships.
In addition, the SAS model receives a tax treatment equal to or better than that intended for limited liability companies (LLCs), as well as equity and legal protection at the same level as that granted to corporations (Inc.). Furthermore, the incorporation of a SAS has an initial cost noticeably lower than that of an LLC or a corporation. This has two very noticeable immediate repercussions: ● On the one hand, the LLC model becomes obsolete, as its costs and benefits cannot compete with those offered by the SAS model. ● On the other hand, the option of a corporation has no real practical or economic sense in comparison to the SAS, unless it is intended to develop a specific activity for which Uruguayan laws so determine (such as banking or financial entities, insurance companies, state participation companies, among others). In short, the possibility of opening a SAS in Uruguay fulfills the purpose of simplifying and stimulating investments and businesses in the country, with numerous benefits for all parties involved.
Characteristics and benefits of SASs compared to other companies
Simplified stock companies (SASs) combine aspects of limited liability companies (LLCs), corporations (Inc.), and sole proprietorships, thus achieving unique benefits.
Legal and Asset Independence
The legal entity of the SAS and its assets are independent from those of its shareholders, separating corporate risk from the assets of its shareholders. The liability of shareholders is restricted to their contributions.
Freedom of Commercial Activity
SASs allow you to have the freedom to choose to develop any type of legal economic activity under its corporate format.
Stock Capital
SASs have their stock capital represented by shares, which may be registered or not, but cannot be bearer shares.
Obligations of the Authorized Capital
As in corporations and contrary to what happens with LLCs, SAS directors and shareholders are not personally liable for the obligations of the company’s capital.
Share Endorsement
The shares of SASs may be endorsed at any time, as occurs in corporations and contrary to what happens with LLCs.
Benefits of Sole Proprietorships
SASs have access to tax benefits that were previously granted only to sole proprietorships, such as exemptions, simpler regimes, and beneficial rates.
Fast, Easy and Economical
The process of setting up a SAS is much faster and more agile than that of other companies. Additionally, its establishment and operating costs are noticeably lower.
Health Coverage
In SASs, both the legal representatives and the board members have the right and obligation to enroll in FONASA (the Uruguayan public health insurance program), a benefit that only this type of company grants.
Capital Payment Deadlines
You can pay up 10% of the capital of the SAS at the time of incorporation, and you will have a period of no more than 24 months to pay the remaining 90%.
Minimum Payment
SASs may be established with a single shareholder and the minimum required capital.
Easy Registration and End of the Tax Year
Setting up a SAS only requires registration with the National Trade Registry, without requiring authorization from the National Internal Audit Office (unless the annual income exceeds a minimum set by law, thus making the end of the tax year easier).
Advantages and unique features of SASs
Economy
Establishing and maintaining a SAS is MUCH less expensive than a regular corporation.
Guarantees
SAS shares cannot be traded on the stock market or be publicly offered.
Simplicity
Setting up a SAS takes around 40 days (compared to 3 to 4 months for a regular corporation) and does not require approval from the National Internal Audit Office or publication of its Bylaws.
Independence
SASs can be established with a single shareholder from the beginning, while regular corporations require more than one shareholder to be established.
Freedom
SASs do not need to define a specific corporate purpose in its Bylaws, only a general one, which means fewer limitations on its operations compared to a regular corporations.
Commitment
SASs must pay up all of their contractual capital within a period of two years, whereas regular corporations have no fixed deadline.
Security
SAS shares must be registered shares, and bearer shares are not be accepted.
Privacy
SASs have no obligation to publish their Bylaws or any amendments made to them, while the law requires regular corporations to do so.
Frequently Asked Questions
What taxes do SASs pay in Uruguay?
This type of companies is regulated by the Companies Law No. 16,060, under Title 4 on Tax on Income from Economic Activities under basic conditions.
Although there are different exemptions available, the taxes that a SAS must pay in Uruguay are:
- Value Added Tax (VAT) at a rate of 22%.
- Tax on Income from Economic Activities (IRAE). This tax can be calculated on a real basis at a rate of 25%, or on a fictitious (or simplified) basis.
- • Wealth Tax. It is payable from the second year, at a rate of 1.5% on the fiscal net worth (the difference between assets and liabilities).
- At least one director or representative of the SAS must pay social security contributions (BPS, Spanish acronym for the Social Security Office). This will entitle them to health coverage, provided they have an Uruguayan ID card. These contributions are approx. USD 180 per month.
Do I need a Uruguayan document to establish a SAS?
It is not necessary to have a Uruguayan document to establish a SAS, although having this civil identification can simplify the process of incorporation and other related procedures. However, it is entirely possible to establish a SAS in Uruguay with a foreign document.
What is the process for establishing a SAS?
The process for establishing a SAS in Uruguay consists of the following steps:
- Preparation and signing of the Bylaws with personal data of the members.
- Preparation and signing of the Bylaws with personal data of the members.
- Registration with the DGI (Tax Office) and the BPS (Social Security Office): The registration of the SAS with the DGI implies obtaining the RUT (Unique Taxpayer Registry), a number equivalent to the company’s identity document, with which the company will act. The SAS must also register with the Social Security Office. A fictitious payment will be made there as long as the company does not have employees; if this happens, the company must pay according to the number and salaries of the workers on its payroll, using forms and notarial certificates that record the company’s data.
- Mandatory communication to the BCU (Uruguayan Central Bank): The mandatory communication to the BCU must be made to inform who the ultimate beneficiaries of the SAS are, as well as to report more than 15% of the shareholding. This is done through the so-called “Form B,” which details the SAS’s ultimate beneficiaries. This form is usually also a mandatory requirement for opening the company’s bank account.
- Issuance of Books and Shares: Official Books and Share Titles of the members must be issued. Official Books and Share Titles of the members must be issued.
What operational limitations do SASs have?
Although it is usually considered that the establishment of SASs is intended for small and medium-sized companies, entrepreneurs, or small investors, this is not exactly the case. This type of company can also cover large-scale ventures or investments. Although it is usually considered that the establishment of SASs is intended for small and medium-sized companies, entrepreneurs, or small investors, this is not exactly the case. This type of company can also cover large-scale ventures or investments.
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Av de las Américas 6002, C. de la Costa, Canelones
hola@sa.uy
+598 98150915
+598 98150915
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