Uruguay’s Executive Power submits accountability bill with tax provisions to Parliament

• The bill’s tax provisions would affect mergers and spin-offs, the transfer of capital participations, certain yields of capital and capital gains, excise taxes on disposable goods and packages, and the taxation of certain retirement and pension income.

On 30 June 2023, the Executive Power submitted the accountability bill to the Parliament for discussion. The bill includes several tax measures, which are proposed to be effective beginning 1 January 2024.

This Alert outlines the main tax proposals in the bill.

Mergers and spin-offs

Article 18ter, Decree No.150/007 permits companies that decide to merge or spin off as a result of a group restructuring to refrain from computing goodwill on the transaction for tax purposes, provided certain conditions are met. The bill proposes to codify this decree, with the following additions:

• The start date of the two-year period during which participants in the merger or spin-off must maintain 95% of the ultimate owners would be the date of communication to the National Internal Audit.
• The transaction’s value would have to be based on its financial statement value.
• The statute of limitations for failing to comply with the requirements would be 10 years, beginning the end of the calendar year in which the non-compliance occurred.
• The successor company would be jointly liable on the tax debts from the noncompliance.

Transfer of capital participations

The bill would not apply corporate income tax to the transfer of participations in Uruguayan tax resident entities, provided certain conditions were met (e.g., targeting group restructuring operations). One of these conditions would require the acquirer as well as the transferor to be Uruguayan tax resident entities.  Additionally, these operations would not be considered on the VAT assessment.

Yields of capital and capital gains from investment fund management companies

The bill would exempt income from corporate income tax, personal income tax or nonresident income tax, as applicable, provided the income arises from investments in public or private securities that are (1) issued under public subscription, (2) traded on the Uruguayan stock exchange and (3) instrumented on pro rata (unless excess demand results from a bid procedure).

Excise tax

The bill would apply a 0% rate to disposable goods and packages (i.e., glasses, plates, cutlery, straws, and other disposables), as long as the entity was affiliated with a national waste management plan and complied with certain conditions. This provision would apply for 10 years, beginning 1 January 2025.

The bill would also add the following to the list of tobacco products (i.e., tobacco, cigars and cigarettes taxed at a maximum rate of 70%) that are currently taxed under Section 9 of Title 11 (Law No. 18,083):

• Other similar products that are entirely or partly fabricated utilizing tobacco leaves as raw material
• Accessories and devices utilized for the consumption of tobacco goods (i.e., water pipes and electronic devices for heating tobacco)

Next steps

The bill (pdf) now has to be  approved by both chambers of Parliament, confirmed by the President and published in the Official Gazette.

The bill’s provisions are proposed to be effective from 1 January 2024, unless a specific provision indicates otherwise.

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

EY Uruguay, Montevideo

• Rodrigo Barrios
• María Inés Eibe
• Piero de los Santos
• Lucia Giagnacovo
• Emiliano Bentancourt

Ernst & Young LLP (United States), Latin American Business Center, New York

• Lucas Moreno
• Ana Mingramm
• Pablo Wejcman
• Enrique Perez Grovas

Ernst & Young LLP (United Kingdom), Latin American Business Center, London

• Lourdes Libreros

Ernst & Young Tax Co., Latin American Business Center, Japan & Asia Pacific

• Raul Moreno, Tokyo
• Luis Coronado, Singapore

Published by NTD’s Tax Technical Knowledge Services group; Maureen Sanelli, legal editor

For a full listing of contacts and email addresses, please click on the Tax News Update: Global Edition (GTNU) version of this Alert.