Buying a Business in Uruguay: A 12-Point Checklist Before You Sign
INGAR · · Guides
Buying a going business is not about confirming how much it bills. It's about verifying what you are actually buying, how much money it really produces, which obligations can follow you, and whether the place can keep operating once ownership changes hands.
Here are twelve basic checks for a first round of due diligence. They don't replace the review done by the notary and accountant handling your deal.
1. Monthly sales, not a ballpark figure quoted out loud
The question isn't "how much do you bill a month?" It's:
What did the business bill each month, and how can that be verified?
Ask for twelve months at minimum. If the business has been running for years, 24 or 36 months let you tell a genuine trend apart from one unusually good stretch.
Here's why it matters. The seller reports roughly USD 12,000 a month. Then you open the data:
| Period | Monthly revenue |
|---|---|
| March to May | USD 16,000 |
| June to November | USD 11,500 |
| December to February | USD 7,500 |
| Annual average | USD 11,625 |
The average wasn't far off what the seller claimed. But it hid an enormous gap between the strong months and the weak ones.
Seasonality changes what the business needs in cash: whoever takes over right before the slow stretch may need considerably more working capital than expected. And don't assume which months are the good ones — that has to come out of this particular business's numbers.
2. Reconciling with DGI (Uruguay's tax authority), banks and payment processors
Reported sales have to reconcile with tax filings and supporting documentation, e-invoicing records, bank statements, card and POS settlements, delivery or e-commerce platforms, credit notes and returns, and documented cash movements.
A discrepancy doesn't prove the seller is lying: periods may not line up, figures may include tax, there may be credit notes, exempt transactions, or a lag between what was invoiced and what was collected.
But every meaningful difference has to end up explained and documented. And there's one rule worth holding firm on: the portion of sales that exists only on a spreadsheet built to sell the business shouldn't make it into the price.
3. Normalized profit: what's left after everything is paid
Using the figures from the example:
| Item | Monthly average |
|---|---|
| Revenue | USD 11,625 |
| Cost of goods (estimated at 65 %) | − USD 7,556 |
| Rent, payroll, utilities and other expenses | − USD 2,750 |
| Preliminary result | USD 1,319 |
Preliminary annual figure: about USD 15,825.
That is still not net profit. First you need to see whether it accounts for a market-rate wage for the owner's own work, taxes, maintenance and equipment replacement, spoilage and expired stock, financing fees, bad debt, one-off expenses, necessary capital investment and working capital.
If the owner works there every day and pays themselves nothing, part of that "profit" is really their salary. The value of a business has to rest on earnings that are sustainable and transferable.
4. Employees and labor obligations
Ask for a full staff list with names, roles and job categories; start dates; nominal pay and benefits; the applicable Consejo de Salarios (the sector-level wage council that sets minimum pay by industry) and its wage award; schedules and overtime; unused vacation; the aguinaldo (mandatory 13th-month bonus) and vacation pay; commissions and variable compensation; any disciplinary actions, claims or settlements; BPS (Uruguay's social-security agency) contributions; and workplace accident coverage with BSE (the state insurance company).
"They're all registered with BPS" isn't enough: you need to confirm that categories, wages, hours and pay components match reality.
And here's a point that gets miscalculated all the time: the national minimum wage does not determine what each worker costs. In many sectors a higher floor applies, set by the Consejo de Salarios.
Also work out what it would cost to replace the work the seller — or a family member — currently does without drawing a market wage.
5. The lease and your right to stay put
Buying the business does not make you the tenant.
Check who is named as tenant, how much term is left, the rent and how it's adjusted, the guarantees, the authorized use of the premises, any rent arrears, common charges and utility bills, whether the lease can be assigned, whether it's registered where required, and whether the landlord is willing to sign a new one.
The safe route is a valid assignment or a new lease with the landlord, depending on which regime applies.
One clarification that heads off confusion: the no-guarantee rental regime created by the LUC (Ley 19.889, the 2020 urgent-consideration reform law) requires the property to be used as a residence and does not apply to commercial premises. In cases covered by Decreto-Ley 14.219, article 38 caps the security deposit at ten months of rent for properties used for anything other than housing.
Make the deal conditional on the buyer obtaining a documented right to occupy the premises for a term that fits the investment.
6. Permits and keeping the doors open
Don't just ask whether the business "has its permits." Ask for the certificate or resolution, the agency that issued it, the holder of record, the authorized line of business, the address, the issue and expiration dates, any pending inspections or citations, and the requirements for transferring it to a new owner.
Validity periods are not uniform: food-service permits under RUNAEV (the national registry for food establishments) generally last five years, while other permits run on different terms and rules. Depending on the sector, you may be dealing with municipal permits, RUNAEV, the fire department, MSP (the Ministry of Public Health), MGAP (the Ministry of Agriculture), URSEA or URSEC (the energy and telecom regulators).
Confirm as well whether the permit carries over on transfer, has to be amended, or has to be applied for from scratch. A valid permit in the seller's name is no guarantee that you can open the next morning. Full details in permits in order.
7. Inventory, equipment and working capital
Put together a signed inventory of everything included in the deal: stock, furniture, machinery, refrigeration units, tools, vehicles, IT systems, signage, phone lines, domains and digital accounts, the brand and the trade name.
For every significant piece of equipment: make, model, serial number, age, condition and any maintenance due.
And confirm who owns it. Some equipment belongs to suppliers, sits under a lease, was handed over on loan, or is pledged as collateral. It's a common discovery, and never a comfortable one.
Stock gets counted and valued separately at closing: don't pay for expired, damaged, obsolete or slow-moving goods as if they were sellable inventory.
Also decide how much cash the business needs to fund purchases, wages and expenses until it completes a normal collection cycle.
8. Customers, suppliers and how much depends on the seller
Ask what share of sales the five largest customers account for; whether there are contracts or just informal relationships; whether those customers will keep buying from a new owner; whether undocumented discounts or terms exist; which suppliers are essential; and whether pricing, credit lines and exclusivity survive the handover.
If two customers account for 60 % of sales, the risk profile has nothing in common with a business serving hundreds of independent buyers.
And measure owner dependence with a concrete test: what happens when the seller is away for several weeks. If sales drop, suppliers stop returning calls, or nobody else knows how things are done, a large share of the value walks out the door with them.
9. Debts, creditors and contingencies
Ley 2.904 requires the sale to be preceded by notices published over 20 days. Since Ley 5.418, they must run in two newspapers: one is the Diario Oficial (the official government gazette) and the other is the seller's choice.
Creditors then have 30 days from the day after the first publication to come forward.
Once that process is complete, the buyer is jointly liable for the debts recorded in the books and for those claimed within the deadline. Skip the publications or close the sale before the deadline runs out, and that exposure widens dramatically — enforceable judgments against the seller can then be enforced against the buyer.
Beyond the published notices, review suppliers, loans and guarantees, rent and common charges, utilities, municipal taxes, labor claims, lawsuits and liens, open contracts, customer deposits, and gift cards, down payments or other future obligations.
The notices are necessary, not sufficient.
10. Registered promise of sale, possession and clearance certificates
Decreto-Ley 14.433 provides that a registered promise of sale (a binding preliminary purchase agreement) creates a right in rem that holds up against later transfers, liens or attachments. Final transfer happens by public deed.
So: don't take possession before the promise of sale is registered. If you agree to take over earlier, you simply don't have that protection yet.
The handover of possession is recorded in a notarial deed, and within the following 15 days the certificates required for the final deed have to be requested. If the promising seller fails to do so, they can face a fine of 20 % of the price, and the buyer or the professional handling the deal is entitled to request them instead.
The special certificates to review are those from DGI and BPS; separately, check standing with BSE and any other agency that regulates the sector.
And note article 22 of the Código Tributario (Uruguay's tax code): the buyer is jointly liable for the predecessor's tax obligations, capped at the value of the assets received unless there was fraud, and that liability expires after one year from the date the tax office learns of the transfer.
All of this gets organized with the notary before you hand over the balance of the price.
11. Taxes and how the price is broken down
The contract has to itemize inventory, assets and equipment, liabilities assumed, goodwill and any other assets transferred.
For tax purposes, goodwill is what you get by comparing the agreed price against the tax value of the net assets transferred. Under DGI's criteria, each asset is analyzed for its own VAT treatment, and positive goodwill is taxed at the standard 22 % rate. For a seller who is a registered taxpayer, the gain forms part of income subject to IRAE (Uruguay's corporate income tax).
The VAT invoiced is recoverable by the buyer only to the extent the assets are used in taxable activity.
That's why negotiating "USD 80,000 for the business" isn't enough: you need to establish whether the price includes taxes, what value belongs to each component, and how much cash you have to put on the table on closing day. The numbers, in taxes when buying or selling a business.
12. Handover, non-compete and guarantees
The deal should build in a transition period in which the seller introduces you to the main suppliers, announces the change to key customers, hands over passwords, manuals and contacts, trains you or your team, walks through purchasing, pricing and daily routines, and helps with paperwork and permits.
If a non-compete obligation is warranted, the clause has to define, within reason, the activities covered, the territory, the duration, who is bound and what happens if it's breached. A vague, open-ended ban is useless — and may not hold up.
Keep in mind, too, that article 5 of Decreto-Ley 14.433 voids any clause in the promise of sale that creates automatic default: default arises only after judicial or notarial demand and the passing of 30 days.
Depending on the risks you uncover, the contract can include holdbacks on the price, seller guarantees, conditions precedent, or adjustments for differences in inventory and debt.
Quick reference table
| # | Check | Minimum evidence |
|---|---|---|
| 1 | Sales and seasonality | Monthly revenue, 12 to 36 months |
| 2 | Revenue reconciliation | DGI, banks, POS and platforms |
| 3 | Normalized profitability | Adjusted income statement |
| 4 | Staff | Payroll, pay slips, BPS, wage awards and BSE |
| 5 | Lease | Valid assignment or new contract |
| 6 | Permits | Certificates, holder and expiration dates |
| 7 | Assets and inventory | Signed inventory and condition |
| 8 | Customers and suppliers | Concentration and key contracts |
| 9 | Debts | Published notices, books and creditor review |
| 10 | Legal protection | Registered promise, deed and certificates |
| 11 | Taxes | Tax breakdown of the price |
| 12 | Handover | Transition plan and non-compete |
Signs you should hit the brakes
- The seller won't let you verify the sales figures.
- The numbers change depending on who's explaining them.
- The lease is close to expiring and the landlord won't commit.
- Nobody can pin down which permits the buyer will need.
- Undisclosed employees or debts surface.
- The equipment doesn't belong to the seller.
- The profit vanishes once you pay the owner a salary.
- A decisive share of the customer base rests on personal relationships.
- You're asked to hand over possession or money without enough documented protection.
Hitting the brakes doesn't always mean walking away. It can mean lowering the price, holding back part of it, demanding a guarantee, or making closing conditional on specific requirements being met.
How we approach due diligence
Before we recommend a price, we ask for the information needed to reconstruct sales, costs and how the business actually runs.
The job isn't to confirm the number the seller has in mind. It's to establish which assets are being transferred, what earnings the buyer can realistically sustain, and which risks have to be cleared before closing.
A good business isn't the one that posted good sales. It's the one that can keep operating — in the same location or on terms you've planned for — with verifiable numbers and no legal surprises to eat the returns.
This checklist works best applied to a real deal: our listings of businesses for sale show what's available and on what lease terms.
Frequently asked questions
What should you verify before buying a business?
Buying a business isn't about confirming how much it bills. It's about verifying what you're actually buying, how much money it really produces, which obligations can follow you, and whether the place can keep operating once ownership changes hands.
How many months of sales should you ask for?
Twelve months at minimum, broken down month by month — not a ballpark figure quoted out loud. If the business has been running for years, 24 or 36 months let you separate trend from seasonality.
What do you reconcile reported sales against?
Against tax filings and supporting documentation, e-invoicing records, bank statements, card and POS settlements, and delivery platforms where applicable.
Does buying the business make me the tenant of the premises?
No. Buying the business does not make you the tenant. You need to check who is named as tenant, how much term is left, the rent and how it's adjusted, the guarantees, the authorized use of the premises and any rent arrears.
Is it enough to ask whether the business has its permits?
No. Ask for the certificate or resolution, the agency that issued it, the holder of record, the authorized line of business, the address, the issue and expiration dates, and any pending inspections or citations.
What is normalized profit?
It's what's left once everything is paid: from revenue you subtract the cost of goods and the expenses for rent, payroll, utilities and the rest, so you can see how much money the business really produces.
Keep reading
- What is a business really worth?
- Buying a business without inheriting its debts: Ley 2.904
- Getting permits in order before you buy
- Taxes when buying or selling a business
- Buying a business: what to check in the lease
- How a business is legally transferred, step by step
Sources
- Ley N.º 2.904 — Sale of commercial establishments · Ley N.º 5.418
- Decreto-Ley N.º 14.433 · Decreto-Ley N.º 14.219 — Urban leases
- Código Tributario, article 22
- Ley N.º 19.889, article 421
- BPS — Special certificates · RUNAEV — Premises permit
- DGI — Sale of a commercial establishment: VAT and IRAE treatment
The figures used here are illustrative. Information reviewed on August 1, 2026. This does not replace notarial, accounting or employment-law advice on your specific transaction.