Sign up for tax alert emails    GTNU homepage    Tax newsroom    Email document    Print document    Download document

February 11, 2021

Uruguay modifies when goodwill is not considered in corporate restructurings

In Decree No. 21/021, Uruguay’s Executive Power modifies the requirements taxpayers must meet to not consider goodwill in mergers or spin-offs that are part of a corporate restructuring.

The decree modified the requirements companies must meet to not consider goodwill for tax purposes in corporate restructurings. Under the decree, goodwill will not be considered if:

  1. The ultimate beneficial owners (UBOs) of the companies participating in the deal remain in the structure, maintaining at least 5% of their equity proportions, and the UBOs are not modified for at least two years from the date of the merger or spin-off agreement.
  1. The affidavit filed before the Uruguayan Central Bank includes information on the whole chain of ownership, identifying all the UBOs.
  1. The core business of the predecessor companies is maintained for at least two years from the date of the merger or spin-off agreement.

The decree went into effect 22 January 2021.


For additional information with respect to this Alert, please contact the following:

Ernst & Young Uruguay, Montevideo
Ernst & Young LLP (United States), Latin American Business Center, New York
Ernst & Young Abogados, Latin American Business Center, Madrid
Ernst & Young LLP (United Kingdom), Latin American Business Center, London
Ernst & Young Tax Co., Latin America Tax Desk, Japan & Asia Pacific

The information contained herein is general in nature and is not intended, and should not be construed, as legal, accounting or tax advice or opinion provided by Ernst & Young LLP to the reader. The reader also is cautioned that this material may not be applicable to, or suitable for, the reader's specific circumstances or needs, and may require consideration of non-tax and other tax factors if any action is to be contemplated. The reader should contact his or her Ernst & Young LLP or other tax professional prior to taking any action based upon this information. Ernst & Young LLP assumes no obligation to inform the reader of any changes in tax laws or other factors that could affect the information contained herein.


Copyright © 2023, Ernst & Young LLP.


All rights reserved. No part of this document may be reproduced, retransmitted or otherwise redistributed in any form or by any means, electronic or mechanical, including by photocopying, facsimile transmission, recording, rekeying, or using any information storage and retrieval system, without written permission from Ernst & Young LLP.


Any U.S. tax advice contained herein was not intended or written to be used, and cannot be used, by the recipient for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code or applicable state or local tax law provisions.


"EY" refers to the global organisation, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients.


Privacy  |  Cookies  |  BCR  |  Legal  |  Global Code of Conduct