SA, SAS or SRL in Uruguay: Which to Choose to Operate
The SAS has made the SRL nearly obsolete since 2019, but it does not replace the SA in every case. A decision matrix by objective, not by feature list.
Anyone researching how to open a company in Uruguay quickly runs into three acronyms — SA, SAS, SRL — and into content that rarely explains why a person would choose one over another. The result is people setting up the wrong structure for their own objective, and only feeling the cost of the error when they need to amend the articles or convert the company type months later.
This guide is the decision matrix that was missing — by objective, not by feature list.
What changed in 2019: the SAS is not “another option”, it is the new default
Law 19,820/2019 (the Entrepreneurship Promotion Act) created the Simplified Joint-Stock Company (SAS), regulated by Decree 399/019. In practice it absorbed most of the use cases that previously fell to the SRL — to the point that Uruguayan firms say that opting for an SA today “makes no practical or economic sense”, except where the activity legally requires that specific type.
Direct comparison
| Feature | SA (public limited company) | SRL (limited liability company) | SAS (simplified joint-stock company) |
|---|---|---|---|
| Minimum shareholders | 2 | 2 (maximum 50) | 1 (may be single-member) |
| Corporate purpose | Must be specific in the articles | Must be specific in the articles | May be open-ended — “any lawful activity” |
| Form of incorporation | Public deed, more formal | Public deed | May be by private instrument, including digital, using model articles |
| Typical incorporation time | Weeks | Weeks | Days (a few business days, using the standard model) |
| Minimum capital | Required by law | No legal minimum or maximum | No minimum capital required |
| Oversight by the AIN (national internal audit office) | More intensive | Moderate | Reduced — audit applies only above a high revenue threshold set in law |
| Prohibited activities | — | — | Financial intermediation and insurance (require a specific company type) |
| Non-resident foreign shareholder | Permitted | Permitted | Permitted — but needs a personal Uruguayan bank account to pay in capital and receive dividends |
Decision matrix by objective
You want to invoice as a service provider or small trader, alone or with few partners. The SAS is the standard answer today: fast incorporation, broad corporate purpose (no need to anticipate every future activity in the articles), low cost, and the option of a single member.
You are setting up a family holding to hold shareholdings and property. The SAS also serves well — its broad purpose naturally covers the holding function, and the speed of incorporation makes future corporate reorganisations easier (mergers, demergers, admitting new shareholders or heirs).
Your activity is financial intermediation or insurance. Neither a standard SAS nor SRL will do — Uruguayan law reserves a specific company type and its own regulation for those activities, with a dedicated regulator (the Central Bank of Uruguay).
You need a structure with a longer institutional track record, to deal with banks or counterparties that still associate “SA” with greater perceived solidity. This is the remaining case where the SA still makes sense — particularly in larger transactions, where institutional investors accustomed to the traditional format need to be attracted, or where the activity legally requires that specific type.
You already have an SRL incorporated before 2019 and are happy with it. There is no obligation to convert — the SRL remains valid and operational. But for new incorporations the SAS is usually the more efficient choice, except in specific cases requiring tighter control over admitting new members (the SRL requires unanimous consent to transfer quotas to third parties, which can be desirable in closely held family companies).
The detail foreign investors tend to forget
Non-resident shareholders of an SAS need a personal Uruguayan bank account — both to pay in subscribed capital and to receive dividends. That means the decision to incorporate and the decision to open a personal bank account cannot be treated as independent steps: for non-residents, the second is in practice a functional prerequisite of the first.
Another corporate point to watch: the deadline for paying in the full subscribed capital, in any of the three types, cannot exceed 24 months — and, where payment is in cash, at least 10% is required at incorporation (100% where payment is in kind).
What stays the same across all three types
- Liability limited to the contribution. In all three — SA, SRL, SAS — the personal assets of members or shareholders are, as a rule, protected from company debts, save where the corporate veil is pierced for misuse of purpose or commingling of assets, which applies equally to all three forms.
- Tax treatment. The IRAE (corporate income tax) regime and other taxes on the company’s activity do not vary with the type chosen — the difference between SA, SRL and SAS is structural and about governance, not tax.
Note on scope. The ideal choice depends on the specific activity, the number and profile of members, and any sector-specific regulatory requirements. This article describes the general picture; confirming which type best fits your case requires analysis with a qualified Uruguayan professional, taking in the accounting and employment aspects specific to the activity.
Frequently asked questions
Does the SAS entirely replace the SRL in Uruguay?
In practice, for most new cases, yes — the SRL lost relevance from 2019, though it remains a valid type and is still useful in specific situations calling for tight control over admitting members.
Can I convert an old SRL into an SAS?
Yes, the legislation provides a procedure for converting other company types (including sole traders) into an SAS, with a model instrument made available by the General Registry Directorate.
Does an SAS allow a business bank account to be opened quickly?
Incorporation itself is usually fast, but opening a business bank account also depends on the bank’s compliance review of the members — particularly non-residents — making it a step with its own timeline, independent of how quickly the company is registered.
The starting point
Choosing between SA, SAS and SRL is not about which “sounds more serious” — it is about which structure serves the real objective: speed and simplicity (SAS, in most cases), tight control among a few closely held members (SRL), or a specific legal or reputational requirement (SA).
If you are considering opening a company in Uruguay — to operate, to invoice, or to set up a family holding — it is worth designing the objective first and choosing the company type afterwards, not the other way round.
One conversation is enough to define the right structure for your case.
Informational content. It does not constitute legal, accounting or corporate advice. The rules cited were verified against official Uruguayan sources in July 2026 and may be amended by subsequent legislation. Individual situations should be analysed case by case.