How to Legally Transfer a Business in Uruguay, Step by Step

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How to Legally Transfer a Business in Uruguay, Step by Step

Buying a business isn't just a matter of paying the price, picking up the keys and carrying on trading. When what changes hands is a going commercial establishment, Uruguayan law lays out a specific procedure designed to protect the buyer, the seller and the seller's creditors alike.

Four elements hold it together:

  1. A properly drafted and registered promise of sale.
  2. The public notices required by Ley 2.904.
  3. The special clearance certificates from DGI (Uruguay's tax authority) and BPS (Uruguay's social-security agency).
  4. The public deed that finalizes the transfer.

These stages overlap, so there's no single answer to how long it takes: it depends on the paperwork behind the business, on which creditors come forward, on what authorizations are needed, and on how quickly the certificates are issued.

This article covers the transfer of a commercial establishment. Selling shares or membership interests in the company that owns it, or buying machinery, inventory or fixtures on their own, is treated differently.

Step 1: Pin down exactly what you're buying

The price comes second; what's being sold comes first. A commercial establishment may take in equipment and fixtures, inventory, the trade name and trademarks, the customer base and goodwill, phone numbers, the web domain and digital accounts, supplier contracts, rights over the premises, transferable operating permits, and anything else essential to running the business.

Not everything transfers automatically. The lease may require the landlord's consent; some permits have to be applied for from scratch; certain contracts prohibit assignment outright; registered trademarks come with paperwork of their own.

And keep the establishment separate from the company that operates it: buying the establishment is not the same as buying the company along with all its assets and liabilities.

Step 2: Due diligence

It has to cover notarial, accounting, tax, employment and commercial ground. At a minimum:

  • Ownership and the establishment's registry history.
  • Registration and standing with DGI and BPS.
  • Compliance with workers' compensation insurance through BSE (Uruguay's state insurance company).
  • Financial statements, tax returns and billing records.
  • The business's bank activity.
  • An inventory of assets and stock.
  • Bank debt and amounts owed to suppliers.
  • Lawsuits, attachments, liens and pending claims.
  • Payroll, length of service, wages, leave and employment obligations.
  • The lease and whether the tenant can be replaced or the lease assigned.
  • National and departmental operating permits.
  • Ownership of trademarks, domains, social accounts and other digital assets.
  • Contracts the business can't operate without.

Every historical figure gets checked against documents. If the seller says the business clears a certain amount, that profitability has to be reconstructible from sales, costs, taxes, payroll and bank statements.

And if it can't be documented: don't pay a price built on a profit figure that exists only on paper. See our due diligence checklist.

Step 3: Sign and register the promise of sale

The promise of sale can be executed as a public deed or as a private document with certified signatures, provided the notarized copy can be entered in the registry. The final transfer, by contrast, always requires a public deed.

The promise should spell out:

  • Which assets and rights are being transferred.
  • Price and payment terms.
  • Whether or not the price includes IVA (value-added tax).
  • How the price is allocated between assets and goodwill.
  • The handover date.
  • Who publishes the notices.
  • Who applies for the certificates.
  • What happens if creditors come forward.
  • How inventory on hand at closing is handled.
  • The employees' situation.
  • Lease terms.
  • Which permits must be obtained.
  • Any holdbacks or guarantees in force until the deed is signed.
  • The consequences of default.

Once registered with the Registro de Personas Jurídicas, Sección Registro Nacional de Comercio (the national commercial registry), the promise gives the buyer an in rem right that prevails over later sales, liens or attachments, and lets the buyer demand the transfer once the agreed obligations have been met.

Registration does not wipe out prior encumbrances. That's why the registry search and the title review come before you commit a substantial share of the price.

Step 4: Publish the notices to creditors

Ley 2.904 requires notices to run for 20 days. Since Ley 5.418, they must appear in two outlets: the Diario Oficial (Uruguay's official gazette) and one other newspaper of your choosing.

The notices call on the seller's creditors to file their claims within 30 days, counted from the day after the first publication.

The clocks overlap

This is where planning goes wrong most often: the 20 days of publication and the 30-day creditor window are not consecutive stages.

The 30 days start the day after the first notice appears and keep running while the notices are still being published. To cap the buyer's exposure, the publications must be complete and the creditors' deadline must have expired.

Your notary determines the exact date from which the transfer can be executed without triggering the expanded liability.

What liability remains after publication

Done correctly, the buyer is jointly and severally liable with the seller for debts recorded in the books and for claims filed on time.

Publication neither erases debts nor releases the buyer: it defines the boundaries of the obligations the buyer can be held to.

If the transfer goes through without notices, with incomplete notices, or before the deadline expires, the buyer can be held jointly and severally liable for all of the seller's prior debts, plus any the seller takes on until the publication requirement is satisfied.

One detail that sharpens the risk: as Ley 2.904 is worded, that consequence isn't limited to debts generated by the business. And in those cases, enforceable judgments against the seller can be enforced against the buyer too.

Step 5: Document the handover of possession

If the buyer takes possession before the deed is signed, the date must be recorded in a notarial certificate. That moment matters because it starts the clock for applying for the certificates.

A prudent rule: don't take possession or start operating the business until the promise has been properly executed and registered, unless your notary has deliberately designed a different structure.

The handover has to be coordinated with the closing inventory, invoicing, staffing, utilities, insurance, the lease, the transfer of permits and operating accounts, custody of the accounting records, and responsibility for revenue, expenses and losses from that date onward.

Never leave an early handover to a verbal understanding. It has to be clear who runs the business, who invoices, who pays the bills, and what happens if the deed is never signed.

Step 6: Apply for the special clearance certificates

The special certificates from DGI and BPS must be applied for within 15 days of the handover of possession.

If the seller fails to apply within that window, they can face a fine of 20% of the agreed price; at that point the buyer or the professional handling the deal is entitled to apply instead. Tax regulations also impose obligations on the notary if the seller or assignor misses the deadline.

The agencies have up to 180 days from the application to issue them.

The BSE certificate confirms mandatory workers' compensation coverage where there are employees, but it should not be confused with the DGI and BPS special certificates required for the transfer.

What happens if the certificates never arrive

The law provides a way out so the deal isn't left hanging indefinitely:

  1. If no final assessment of the amount owed has been made by day 150, the agency must issue a provisional assessment.
  2. It has 30 more days to do so.
  3. Once those deadlines pass with no certificate and no assessment, the parties can estimate the debt and deposit that amount with the agency.
  4. If the agency won't accept the deposit, the funds are deposited with BROU (Uruguay's state bank).

The receipt for that deposit has the standing of a certificate and is enough to execute the transfer, releasing the buyer and the notary from any joint liability they might otherwise incur through this route.

It isn't a button you can press on day 150: the sequence of deadlines and filings has to be completed first, and the whole thing is handled through a notary and a tax advisor.

Step 7: Sign the final deed

Once the conditions are met, the creditor window has closed and the certificates are in hand — or the substitute deposit has been validly documented — the public deed is signed.

It must correctly identify the establishment, its history, the assets and rights being transferred, the price, the payments made, the certificates reviewed, the delivery or conveyance, any holdbacks and guarantees in force, and everything needed for registration.

The final deed is then registered with the corresponding registry.

How long a transfer takes

StageIndicative or statutory timeline
Due diligenceVariable
Preparing and registering the promise of saleVariable
Publication of noticesFor 20 days
Creditor claim window30 days from the day after the first publication
Application for certificatesWithin 15 days of the handover of possession
Issuance of certificatesUp to 180 days from the application
Provisional assessment30 days after the first 150, where applicable

Publication and the creditor window run in parallel, and the certificates can be processed while other conditions are still being wrapped up.

A deal with tidy paperwork, clean certificates and no creditors can close in a matter of weeks. Another can drag on for months. That's exactly why the promise of sale has to spell out what happens during the in-between period and who controls the business in the meantime.

The buyer's tax liability

Article 22 of the Código Tributario (Uruguay's tax code) provides that anyone acquiring a commercial business is jointly and severally liable for their predecessor's tax obligations, subject to two limits:

  • Liability is capped at the value of the assets received, except in cases of willful misconduct.
  • It expires after one year from the date the tax office learned of the transfer.

That one-year period is a limit specific to successor liability: it is not the same as the general statute of limitations on tax obligations.

When the tax authority actually learned of the transfer depends on the circumstances and on the available evidence. The application for the special certificate is a strong indicator, but it isn't the only way the authority can become aware.

Taxes: IRAE, IVA and goodwill

The tax result is worked out by comparing the price against the tax value of the net assets transferred.

Under the Texto Ordenado 2023 (Uruguay's consolidated tax code), the result of selling an establishment counts toward the seller's gross income. The tax date of the transfer is the date of actual delivery of the establishment, which has to be proven convincingly to DGI.

Positive goodwill

When the price exceeds the tax value of the net assets transferred:

  • Each asset transferred gets its own IVA treatment.
  • Positive goodwill is taxed at the standard 22% rate.
  • For the buyer, goodwill is recognized as an asset but cannot be amortized for tax purposes.

An example: price USD 45.000, net tax value of the assets USD 10.000 → taxable goodwill of USD 35.000.

USD 35.000 × 22 % = USD 7.700

That's the IVA on the goodwill alone. To get the total IVA you have to look at each asset: inventory, equipment, receivables and real property may carry different rates or be exempt altogether. And the promise of sale must state whether the price includes IVA or whether it's added on top.

Negative goodwill

If the price comes in below the tax value of the net assets:

  • The seller may be able to book a tax loss, provided the conditions are met.
  • DGI has taken the position that the buyer must recognize a gain subject to IRAE (corporate income tax).
  • For IVA purposes, the negative difference is allocated across the mix of assets transferred.

Given how much money these rules can move, the price and how it's allocated for tax purposes get reviewed with your accountant before the promise of sale is signed, not after.

Clauses the law declares void

Article 5 of Decreto-Ley 14.433 voids any clause that establishes:

  • Advance waiver of the protections the law grants.
  • A ban on transferring the promise of sale without the seller's prior consent.
  • Automatic default, triggered by operation of law.

For default to exist, 30 days must pass from the judicial or notarial demand for payment.

Article 6 allows the parties to agree on an express termination condition or forfeiture clause, subject to two limits: the period counted from the handover of possession cannot exceed half the total period allowed for paying the price, and the clause lapses automatically once 50% of the price has been paid.

These are matters of public policy: they can't be negotiated away, even though they still turn up in draft contracts now and then.

What the deed doesn't solve

A transfer can be documented flawlessly and still leave you unable to open your doors the next morning.

Before closing, and depending on the line of business, you need to confirm: assignment of the lease or a new one, the landlord's consent, transfer of permits or fresh applications, how employees are handled, assignment of trademarks, domains and digital accounts, continuity of supplier contracts, switching utilities into the new owner's name, and whatever the specific sector demands — food service, pharmacy, transport, education, healthcare.

Common myths

"A private contract is enough." That depends which one. The promise of sale can be a private document with certified signatures, then notarized so it can be registered; the final transfer requires a public deed. And an unregistered document gives you no registry protection against later sales, liens or attachments.

"Publishing the notices wipes out all the debts." It doesn't. They limit your liability rather than eliminating it: you're still on the hook for what's recorded in the books and for claims filed on time.

"The notices take 50 days." No. The 20 days of publication and the 30-day creditor window overlap.

"The buyer always applies for the certificates." The penalty for missing the 15-day window falls on the seller. If the seller doesn't comply, the buyer or the professional handling the deal can apply.

"If the certificates don't come through, the deal collapses." Not necessarily: there's a procedure for provisional assessment, deposit of the estimated amount, and a substitute deposit with BROU.

"The whole price is taxed at 22% IVA." No. Each asset has its own treatment, and positive goodwill goes at the standard rate. Without knowing how the assets break down, you can't calculate the total IVA.

"Buying the business includes the lease and the permits." No. Those are reviewed separately; some can be assigned and others require consent or a brand-new application.

Frequently asked questions

What are the main steps?

Define what's being sold, run due diligence, sign and register the promise of sale, publish the notices, document the handover of possession, apply for the certificates, and sign the final deed.

Does the promise of sale have to be a public deed?

Not necessarily. The final transfer does.

When does the promise of sale start protecting me?

From the moment it's entered in the registry, and only against sales, liens or attachments that come after that.

When does the creditors' deadline start running?

The day after the first publication.

Which certificates do I need to apply for?

The special certificates from DGI and BPS. Standing with BSE is checked where there are employees, but that's a separate matter.

How long do they have to issue them?

Up to 180 days from the application.

How long can DGI come after me for the seller's debts?

The buyer's joint and several liability expires one year after the tax office learned of the transfer, and it's capped at the value of the assets received, except in cases of willful misconduct.

Can I take possession before the deed is signed?

Yes, within a well-structured promise of sale, with the date recorded in a notarial certificate. It triggers important deadlines: don't do it without advice and without the promise registered.

How we handle these deals

The promise of sale, the notices, the certificates and the deed are all directed by an escribano (Uruguayan notary), working alongside an accountant and, where needed, an employment or commercial attorney.

At INGAR we handle the brokerage, the commercial premises, the negotiation of the real-estate terms, and the coordination among buyer, seller, landlord and advisors.

Our advice to buyers is straightforward: choose your own notary, and don't take possession until the promise of sale has been finalized and registered, unless your advisors have deliberately structured an alternative.

If you'd like to see real deals while you get your own in order, the businesses for sale we list show the sector, the location and the terms.

Keep reading

Sources

General information reviewed on August 1, 2026. Timelines and liabilities depend on how each individual deal is structured. This does not replace notarial, accounting, tax or employment advice.

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