Sociedad de hecho in Uruguay: the simplest way to work with partners

It's the most common situation when two people start something together: a designer and a developer taking on projects side by side, two siblings with a shop, three friends running a service. They don't want to set up a 'real' company yet, but they need to invoice. A sociedad de hecho is exactly that: the simplest partnership form Uruguay has. It's legal, it registers, it works — but it carries a hidden cost worth understanding before you start, not after.

What is a sociedad de hecho?

It's a partnership that exists because two or more people actually work together, without having signed a partnership contract or formally incorporated. No bylaws, no filing with the Registro Nacional de Comercio, no publication. Even so, the law recognises and regulates it: Ley 16.060 on commercial companies devotes an entire section to it, Section V, 'De las sociedades irregulares y de hecho'.

Ley 16.060, article 36 (Companies covered):

«Las sociedades comerciales de hecho y las sociedades que no se constituyan regularmente quedarán sujetas a las disposiciones de esta Sección.»

In English: De facto commercial companies and companies that are not regularly incorporated shall be subject to the provisions of this Section.

And since no paper creates it, no paper is needed to prove it either: article 41 says its existence 'podrá acreditarse por cualquier medio de prueba admitido legalmente' — it may be proven by any legally admitted means of evidence. Invoices, messages, witnesses, bank movements. That cuts both ways: it saves you paperwork at the start, but it also means a third party can prove the partnership exists even if you'd rather it didn't.

It does register: DGI, BPS and its own RUT

Here's the most frequent misunderstanding. 'De hecho' does not mean informal or off the books. To DGI and BPS, a sociedad de hecho is a business like any other: it registers before starting activity, gets its own RUT number, invoices in its own name, pays IVA and IRAE (or enters monotributo if it qualifies) and files returns. The official description of the procedure says it plainly:

gub.uy — Registering a Sociedad de Hecho (DGI):

«Es el trámite mediante el cual dos o más personas físicas o jurídicas se asocian y cumplen con la obligación de inscribirse como contribuyente ante la Administración Tributaria previo al inicio de la actividad económica.»

In English: It is the procedure by which two or more natural or legal persons associate and comply with the obligation to register as a taxpayer with the Tax Administration prior to the start of economic activity.

The procedure is a single one for DGI and BPS and is done online through BPS's services (Form 0351, 'Empresas y otras entidades unipersonales o pluripersonales'). Practical detail: once the request is confirmed, the system emails every member so they consent to the registration within 72 business hours; if any of them doesn't approve, the registration lapses and you start over. The online route only works if all partners are natural persons, and it generates the cost of a professional stamp ($270 in 2026), added to your next BPS invoice.

How partners contribute to BPS

Each partner is a non-dependent worker: they don't draw a salary from the partnership, they contribute on their own. BPS explicitly treats the sociedad de hecho as one of the possible forms of that activity:

BPS — Non-dependent workers:

«Pueden realizar la actividad en forma individual (unipersonal) o societaria (sociedad de hecho, sociedad de responsabilidad limitada, cooperativa, etc.).»

In English: They may carry out the activity individually (sole trader) or through a company (de facto partnership, limited liability company, cooperative, etc.).

And it explains how each partner contributes, just like a sole trader's owner:

«Con aportación de Servicios Personales: realizan aportes por el titular o socio sobre la categoría de fictos correspondiente. Tienen cobertura médica dentro del Sistema Nacional Integrado de Salud, realizando los aportes al Fonasa sobre los ingresos derivados de la facturación.»

In English: Under Personal Services contribution: they contribute for the owner or partner on the corresponding notional (ficto) category. They have medical coverage within the National Integrated Health System, making Fonasa contributions on the income derived from invoicing.

In plain terms: the contribution isn't computed on what the partnership earns, but on a notional category per partner. So a two-partner sociedad de hecho pays, in principle, twice the minimum — not once. BPS publishes the Industria y Comercio minimums in a separate table headed 'Sociedad de hecho sin dependientes': effective January 2026, the first row shows 1 partner, 11 BFC, taxable base $20,328 and total to pay $4,594. Careful: your actual amount depends on each partner's situation (Fonasa, spouse, children, whether they also contribute as an employee elsewhere) and on the gradual contribution regime for the first years, so check the current table and confirm your case with BPS.

The main risk: your personal assets, and jointly

This is the part to read twice, because it's why almost everyone who grows ends up moving to an SRL or an SAS. In a sociedad de hecho there is no separation between the business's assets and yours. If the partnership owes, the partners owe.

Ley 16.060, article 39 (Liability):

«Sin perjuicio de la responsabilidad de la sociedad, los socios serán responsables solidariamente por las obligaciones sociales sin poder invocar el beneficio de excusión (artículo 76) ni las limitaciones que se funden en el contrato social. Igual responsabilidad tendrán los administradores por las operaciones en que hayan intervenido. Los terceros podrán accionar, indistinta o conjuntamente, contra la sociedad, los socios y los administradores.»

In English: Without prejudice to the company's liability, the partners shall be jointly and severally liable for the company's obligations, unable to invoke the benefit of excussion (article 76) or the limitations based on the partnership contract. Administrators shall have the same liability for the operations in which they took part. Third parties may act, separately or jointly, against the company, the partners and the administrators.

Three concrete things follow. First, 'jointly and severally': a creditor can claim 100% of the debt from a single partner, not half from each; that partner then has to sort it out with the other. Second, 'unable to invoke the benefit of excussion': you can't require the creditor to collect from the partnership's assets first and only then come after yours — they can go straight for your home, your car, your account. Third, any private arrangement between you ('you put in this, I put in that, each answers for their own') cannot be raised against third parties. And the risk isn't only about what you do:

Ley 16.060, article 38 (Representation of the company):

«En las relaciones con los terceros, cualquiera de los socios representará a la sociedad.»

In English: In dealings with third parties, any of the partners shall represent the company.

When it makes sense, and when to move to an SAS or SRL

A sociedad de hecho makes sense when risk is low and the partnership is small: two people who know and trust each other, professional services with no debt and no stock, modest income, a project you want to test before investing in something formal. It's fast, needs no capital, has no incorporation costs (beyond the stamp) and doesn't force the formalities of a regular company. Move to an SAS or an SRL as soon as any of this appears: debt or financing, employees, outside investment, large contracts, clients who require a legal entity — or simply when the personal assets at stake start to matter to you. Good news: switching doesn't mean closing down and starting again.

Ley 16.060, article 42 (Regularisation), final paragraph:

«Las sociedades irregulares o de hecho no se disuelven por su regularización. La sociedad regularizada continuará los derechos y obligaciones de aquélla así como su personalidad jurídica. Tampoco se modificará la responsabilidad anterior de los socios.»

In English: Irregular or de facto companies are not dissolved by their regularisation. The regularised company shall continue its rights and obligations as well as its legal personality. Nor shall the partners' prior liability be modified.

Read that last sentence closely, because it's the catch: 'Nor shall the partners' prior liability be modified.' Regularising protects you from that point onward, not backwards. Debts taken on while you were a sociedad de hecho stay personal and joint forever. So if the business will carry real risk, this isn't a decision to postpone.

How it ends (and why that's a risk too)

A sociedad de hecho is as easy to end as it is to start, and that isn't always good. Any partner can demand dissolution whenever they want, with no cause and without the others' agreement:

Ley 16.060, article 43 (Contingent dissolution):

«Cualquiera de los socios de una sociedad irregular o de hecho podrá exigir su disolución. Esta se producirá a la fecha en que el socio notifique fehacientemente su decisión a todos los consocios.»

In English: Any of the partners of an irregular or de facto company may demand its dissolution. This shall take place on the date the partner reliably notifies their decision to all the other partners.

• Legal business forms in Uruguay: unipersonal, SRL, SAS
• The SAS explained: when it's worth it and what it costs

Frequently asked questions

• Is a sociedad de hecho informal or illegal? No. It's regulated by Ley 16.060 and registers with DGI and BPS like any business. The 'de hecho' part is that there's no filed partnership contract.
• Does it have its own RUT? Yes. It registers as a taxpayer before starting activity and invoices in its own name, not the partners'.
• How much is contributed to BPS? Contributions are made per partner on a notional category, not on profits. BPS publishes a specific table for 'Sociedad de hecho sin dependientes'; check the current values and your Fonasa situation.
• Can I lose my personal assets? Yes. Article 39 sets joint and several liability with no benefit of excussion: a creditor can claim the full amount from any partner, without first exhausting the partnership's assets.
• Does monotributo apply? The law provides for monotributo for sociedades de hecho on different conditions than a sole trader's (for instance, a limit on partners and its own income cap). Check your specific case before opting in.
• Can I convert it into an SRL or SAS? Yes, by regularising it: the company isn't dissolved and continues its rights and obligations. But the partners' prior liability doesn't change.
• What if a partner wants out? They can demand dissolution by reliably notifying the others; the rest have ten days to resolve to regularise it instead.

The honest summary: a sociedad de hecho is the cheapest, fastest door into working formally as a pair or a trio, and for many small projects it's enough. But it isn't a company that protects you: it doesn't separate your assets from the business's, and each partner answers for everything. Use it while risk is low, still write an agreement between yourselves even though it can't be raised against third parties, and look at an SRL or SAS as soon as there's debt, employees, or other people's money in play.