How to close a company in Uruguay (S.A., S.R.L. or S.A.S.)

Closing a company — an S.A., an S.R.L. or an S.A.S. — is not a single procedure: it's two closures that go together but follow different paths. On one side is the corporate (legal) closure, governed by Ley 16.060 on commercial companies and handled by your notary (escribano) or lawyer. On the other is the tax and social-security clausura, declared before the DGI and the BPS so you stop generating obligations. Here we explain each layer in plain terms, with official sources. (If you run a sole trader / unipersonal, that closure is different and we cover it in another post.)

Closing a company is two closures, not one

Layer 1 — corporate: the company is first dissolved (a cause opens the process), then enters liquidation (debts are paid and whatever remains is distributed among the partners), and finally its registration is cancelled. All of this is done with a notary or lawyer. Layer 2 — tax: in parallel, you must notify the DGI and the BPS, file the final returns, pay whatever is outstanding, and register the clausura so obligations stop accruing. Both layers are necessary: closing the company on paper does not release you before the DGI and BPS, and vice versa.

Layer 1, first step: dissolution

Dissolution is the act that opens the closing process. The law lists several causes; the most common when closing voluntarily is a decision of the partners, taken as the company type and its contract provide. From that moment the company no longer operates normally: it can only carry out acts aimed at liquidating itself, and «in liquidation» is usually added to its name. Ley 16.060 puts it like this:

Article 159 of Ley 16.060 (causes of dissolution):

«Las sociedades se disolverán: 1) Por decisión de los socios de acuerdo a lo establecido en cada tipo social.»

In English: Companies shall be dissolved: 1) By decision of the partners in accordance with what is established for each corporate type.

Layer 1, second step: liquidation

Once dissolved, the company enters liquidation: receivables are collected, debts are paid, and only once everything is settled is the remainder distributed among the partners. A liquidator runs the process, governed by the company contract and, where it is silent, by the law. When liquidation closes, the company's registration is cancelled. The law sets the general principle:

Article 167 of Ley 16.060 (general principle of liquidation):

«Disuelta la sociedad entrará en liquidación, la que se regirá por las disposiciones del contrato social y en su defecto, por las normas de esta Sección.»

In English: Once the company is dissolved it shall enter liquidation, which will be governed by the provisions of the company contract and, failing that, by the rules of this Section.

Layer 2: the clausura before DGI and BPS

In parallel with the corporate closure, you must deregister the company before the collecting agencies. The clausura is declared before the DGI and the BPS: you file the final returns, pay what is owed, and request the deregistration so obligations stop accruing. For a corporation (sociedad anónima), for example, the BPS describes it like this:

BPS — Closure of corporations and limited partnerships by shares:

«Esta gestión se realiza para declarar la disolución y liquidación de sociedades anónimas y sociedades en comandita por acciones.»

In English: This procedure is carried out to declare the dissolution and liquidation of corporations (sociedades anónimas) and limited partnerships by shares (sociedades en comandita por acciones).

And there is a deadline you don't want to miss:

«Hasta 30 días corridos a partir de la fecha de clausura.»

In English: Up to 30 calendar days from the closure date.

In practice, the clausura before the DGI is handled through the online services (Registro Único Tributario – Solicitud de clausura, cancellation Form 0355) and before the BPS with the procedure «Clausurar contribuyente ante BPS y DGI». If you had employees, you must first obtain the closure certificate before the Ministry of Labour (MTSS). Because each company type has its own requirements, confirm the detail with your notary and with the DGI and BPS.

Watch out: until you close, obligations keep accruing

This is the most expensive mistake. Even if the company no longer invoices or has any activity, as long as it shows as active before the DGI and the BPS, minimum obligations keep being generated — advances, the ICOSA on S.A.s, BPS contributions, and fines and surcharges for not filing returns. «Stopping operations» is not the same as being closed: the debt piles up anyway and later blocks procedures and complicates the single certificate. So it's best to do the clausura as soon as you decide to close, within 30 days, and not leave it for later.

Does S.A., S.R.L. or S.A.S. change anything?

The underlying logic is the same for all three — dissolution, liquidation and clausura — but the details differ. The S.R.L. is a personal company with a contract; the S.A. pays the ICOSA and its closure goes through the National Internal Audit (AIN); the S.A.S., created by Ley 19.820, has its own regime and its own AIN registration. The quorums to decide dissolution, the registry procedures and the forms vary by type. That's why the corporate closure always goes with a notary or lawyer, who sets the correct sequence for your company.

• What an S.A.S. is and how it works in Uruguay
• How to close a sole trader (unipersonal) — clausura

Frequently asked questions

• Is it enough to stop invoicing? No. If you don't close before the DGI and BPS, minimum obligations keep accruing.
• Are dissolution and liquidation the same? No: dissolution opens the process; liquidation pays debts and distributes the remainder.
• Do I need a notary? Yes, for the corporate closure (dissolution, liquidation and registry deregistration).
• What's the clausura deadline? Up to 30 calendar days from the closure date; filing late triggers penalties.
• What if I had employees? You must first obtain the closure certificate before the Ministry of Labour (MTSS).
• Can I close with debts? Liquidation comes first (debts are paid from the assets); only then is the remainder distributed.

In short: closing a company in Uruguay is two coordinated closures. The corporate one — dissolution, liquidation and registry deregistration — is done with a notary under Ley 16.060. The tax one — the clausura before the DGI and BPS — is declared within 30 days to stop the obligations. Don't leave the company «dormant»: while it shows as active, the debt keeps growing. When in doubt, confirm the steps with your notary and with the DGI and BPS.