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Corporate Law

Corporations, LLCs, foreign company branches and sole proprietorships.

(Criminal liability: directors are liable in relation to their personal participation in any given matter. According to Uruguayan laws, there is no criminal liability. (ii) Commercial liability: directors are considered liable as long as they do not comply with the “good businessman” standard. (iii) Tax liability: directors are liable when they do not adopt measures with proper diligence regarding matters of tax allowance expect for corporate income tax purposes where liability is strict, i.e., directors are held liable independently of their wrongdoing will or negligence.

The establishment of a corporation involves a slow and bureaucratic process. For this reason, the usual practice is the acquisition of a shelf company (with no previous activity) already established and ready to operate immediately.

No, external audit is only required for some regulated industries, such as Banks and insurance companies. External audit are also mandatory for companies specifically flagged as “large taxpayers” and for companies designated by the Central Bank as “large bank debtors”.

No, with the exception of some regulated industries (Banks, etc.). The publishing of financial statements is also mandatory for any legal persons with an annual income U$S 1.150.000 or more or with assets worth no less than U$S 350.000 (these figures are subject to changes based on variation on the exchange rate).

Constitutional Law

Yes. Uruguay is a Republic in which the president is both head of government and head of State and his/her tenure as well as that of the ministers appointed by him/her depends on parliamentary support.

No. The Constitution states that every religion may be practiced freely in Uruguay and that the Uruguayan State has no official religion. Therefore, there are no religious requirements to hold a public office.

Yes, the Constitution states that nobody can be punished without a legal due process.

Yes, the Constitution states that nobody can be imprisoned for periods longer than 24 hrs. without a hearing conducted by a judge.

Yes, the Constitution states that the Uruguayan State is subject to the most rigorous civil liability derived from damages caused to individuals in the exercise of its public services.

No, the Constitution specifically forbids it.

Yes, there are no previous controls to press releases or any kind of expression of ideas. The only limit is defamation

Yes, the Constitution states that people can choose freely where to work in any industry, business, art, science or profession.

Yes, the National Environmental Office (DINAMA) – under the Ministry of Housing, Territorial Planning and Environment – is in charge of the Uruguayan environmental policy.

Yes, laws establish the basic principles for the registration, usage, storage, among others, in regard to the processing of personal data destined to business reports.


In order to enforce foreign judgements in Uruguay such judgements must: (i) Comply with formalities required by the original country (to be considered court rulings). (ii) Be legalized according to Uruguayan laws. (iii) Be translated when necessary. (iv) Be final or res judicata (case decided) in the country of origin (i.e., not be subject to further appeal). (v) Be issued by a competent judge. (vi) Such judgments cannot infringe public order in Uruguay.

No. The Uruguayan law is governed by the Civil Code tradition, so the courts are free to decide in each case according to its own understanding of the application of the law to the particular facts.

Yes. The judicial mediation is mandatory before the initiation of any civil conflict. Administrative mediation with the Ministry of Labour is mandatory before the initiation of any labor dispute. There are also several mediation centers located throughout the country.

Generally speaking, yes. In fact, court decisions can be appealed and, in certain circumstances, the claim can be brought to the Supreme Court of Uruguay.

Yes. Any administrative issue by out by the Executive Branch can be appealed before the Administrative Court which does not belong to the judicial sphere.

Labor Law

Yes. For commercial activities there is a daily limitation of eight (8) hours per day and a weekly limitation of 44 hours per week. For industrial activities the limit is eight (8) daily hours and 48 hours per week. Daily limit on both cases can be increased as long as the worker previously consents.

Yes. Every working day must be interrupted by a “middle-day break”. In industrial activities no employee can work more than five (5) consecutive hours. In commercial activities the resting time must be taken after the forth working hour. The duration of the break will depend on whether the worker belongs to the commercial or industrial sector.

Yes. The minimum wage is established periodically by the Executive Branch and varies depending on the activity group the company belongs to and the position of the employee.

Yes. As a general rule the right to retirement is granted to people who: (i) are at least 60 years old, and (ii) have worked and paid taxes to Social Security for at least 35 years.

Yes. The Uruguayan Social Security System is financed by both taxes and trust funds.

Workers have the right to: (A) aguinaldo or thirteenth salary; (B) 20 days of yearly leave (and an additional day for every four worked years beginning from the fifth worked year); (C) holiday pay destined to give workers an adequate financing for their annual vacation; (D) payment of working of overtime to compensate work effected beyond the legal limits of the working day.

Yes, but the employer must pay a compensation for the termination. In relation to Union leaders, if they are fired due to anti-Union causes or reasons, they are entitled to demand the nullification of the contract termination and to request their respective reinstatement. Those affiliated to the Union will be entitled to claim an abusive dismissal in case the termination was based on anti-Union reasons.

Yes. As a general rule, severance pay amounts to a salary for every year worked (or fraction). The maximum number of compensated years is six (6), therefore the maximum severance pay is six salaries.

Workers have a year –beginning at the time of the working relationship termination- to claim any right derived from it, being entitled to claim labor rights or benefits from five years before the date they were earned.

Yes, it is mandatory and the original or a copy of it must be presented to the employer.


Yes. To work in Uruguay the person must have a temporary ID card and temporary or permanent residence.

Foreigners planning on residing in the country for less than six (6) months must present the following documentation to the Immigration Office: (A) An explanation of the reasons why the person wishes to live in Uruguay; (B) Passport; (C) Two passport-size photographs; (D) Expected income justification (i.e., job position and expected salary); (E) Health certificate issued by the Ministry of Public Health or private entities authorized by it. (F) Birth certificate.

Those foreigners planning on residing in the country for 6 months and up to 2 years must present to the Immgration Office the following documentation:(A) An explanation of the reasons why the person wishes to live in Uruguay; (B) Passport; (C) Two passport-size photographs; (D) Expected income justification (i.e., job position and expected salary); (E) Health certificate issued by the Ministry of Public Health or private entities authorized by it; (F) Criminal records issued by the country of residence and/or the country he/she has resided in the last five years; (G) Birth certificate; (H) Marriage certificate; (if applicable).

Those foreigners planning on residing in the country for over 2 years must present to the Immigration Office the following documentation: (A) An explanation of the reasons why the person wishes to live in Uruguay; (B) Passport; (C) Two passport-size photographs; (D) Expected income justification(i.e., job position and expected salary); (E) Health certificate issued by the Ministry of Public Health or private entities authorize; by it; (F) Criminal records issued by the country of residence and/or the country he has resided in the last five years; (G) Birth certificate; (H) Marriage certificate (if applicable).

Yes. For those natives of countries members of MERCOSUR and its associates as well as for spouses, concubines, siblings, parents and grandchildren of Uruguayan citizens born abroad, the Foreign Relations Ministry has implemented a new regulation –more advantageous- in the case of a permanent residence application. Applicants may request the definitive Mercosur residence with the presentation of minimum documentation: ID, birth certificate and criminal record. No longer will it be necessary to demonstrate means of leaving or a health certificate to apply for permanent residence.

Yes. Those interested could begin to work from the moment immigration proceedings begin (and it is not necessary to wait for the conclusion of the procedure).

Criminal Law

No. La Constitución establece que nadie puede ser penado sin un debido proceso y sentencia legal dictada en forma.No. The National Constitution states that no person may be punished without due process and proper court rulings.

No. Porque existe un principio general de derecho penal conforme el cual no existe delito sin ley que lo establezca y tampoco existe pena sin una ley semejante.No. There is a general principle of criminal law under which there is no crime without law establishing it and there is no punishment without such a law.

No. Because only natural persons can be held criminally liable.

As a general rule, the answer is no. Because liability is strictly personal, except for a few express exceptions.

No. Constitution specifically prohibits imprisonment for debts.

Yes. However, the bank secrecy may be lifted by order of the Criminal Court or a Family Court judge as well as in tax matters.

Tax Law

Corporate Income Tax (“IRAE”) rate is 25%.

No. Only to income generated in Uruguay.

As a general rule, Uruguay only taxes locally sourced income, except for personal income tax which is also assessed over foreign sourced income stemming from dividends, interests, coupons (financial or passive income).

Is subject to a 12 % rate, while labor source income is subject to progressive rates up to 30%.

Yes, as long as those charging the expense are corporate income tax payers in Uruguay or abroad.

Natural persons can only deduct a few expenses.

The basic VAT rate amounts to 22%, but some goods are taxed at a rate of 10%.

Net Equity Tax is paid by anyone with assets in Uruguay. It does not matter if the person reside in the country or abroad.

Property Transfer Tax (ITP), Corporations Control Tax (ICOSA) and Excise Tax (IMESI).

Local main taxes apply to real estate and motor vehicle ownership.

Those granted by the Free Zones Act, the Investment Promotion and Protection Act and the Free Port Act.

With Belgium, Ecuador, Finland, Germany, India, Liechtenstein, Luxemburg, Malta, Mexico, Portugal, Rumania, Singapore, Spain, South Korea, Switzerland, United Arab Emirates,Vietnam, and among others.

No, foreign investments receive generally the same treatment as investments made by local entities.

No, they are no restrictions other than applicable taxation.