Countries › Paraguay › Guide › 4. Entities and setup › Choosing a legal entity in Paraguay: EAS, S.A. or S.R.L., with registry, capital, beneficial ownership and transparency rules

Choosing a legal entity in Paraguay: EAS, S.A. or S.R.L., with registry, capital, beneficial ownership and transparency rules

Argentina. For full detail on Argentina, go to The Argentine Thread.

Last verified: 2026-10-28 · Status: Stable

Most foreign investors in Paraguay now use the Empresa por Acciones Simplificada (EAS): one shareholder, which may be a foreign company, is enough, it is formed online through the Ministry of Industry and Commerce SUACE window in about 72 business hours on the model bylaws, the law sets no minimum capital and the MIC states the standard route carries no registry fees. The traditional sociedad anónima (S.A.) and sociedad de responsabilidad limitada (S.R.L.) need a public deed, at least two partners, registration with the Public Registries and a newspaper publication, with an S.R.L. capped at 25 partners. Whatever the vehicle, shares must be registered (bearer shares were abolished in 2017), every share transfer must be reported within five business days, and shareholders and beneficial owners must be filed with the Ministry of Economy within 45 business days of formation, on pain of a blocked tax ID, frozen bank operations and fines.

USD figures use PYG 5,847.90 per US dollar, the Banco Central del Paraguay reference quotation for 27 October 2026, the latest daily sheet published on the verification date. Fines in jornales use the daily minimum wage of PYG 117,077 in force from 1 July 2026 (Decreto 6225/2026, Resolución MTESS 670/2026). Conversions are for orientation only.

Key facts

Minimum number of EAS shareholders	1 shareholdersLey 6480/2020 art. 1, as of 2026-10-28 · in force
Legal minimum capital of an EAS	None PYGLey 6480/2020; MIC company comparison sheet, as of 2026-10-28 · in force
Maximum period to pay in EAS shares	2 yearsLey 6480/2020 art. 10, as of 2026-10-28 · in force
EAS registration time on the model bylaws (MIC)	72 business hours hoursMIC SUACE company comparison sheet, as of 2026-10-28 · in force
Fastest incorporation route (EAS on model bylaws, MIC)	72 business hours hoursMIC SUACE company comparison sheet, as of 2026-10-28 · in force
Registry fees for an EAS on the standard bylaws (MIC)	0 PYGMIC EAS law presentation, as of 2026-10-28 · in force
Cash capital above which an EAS guarantee deposit is required	1,200 monthly minimum wages (PYG 3,652,800,000 from 1 July 2026) PYGMIC EAS documentary requirements; Resolución MTESS 670/2026, as of 2026-10-28 · in force
EAS guarantee deposit at Banco Nacional de Fomento	20 % of cash capitalMIC EAS documentary requirements, as of 2026-10-28 · in force
Minimum number of S.A. shareholders (MIC)	2 shareholdersCódigo Civil; MIC company comparison sheet, as of 2026-10-28 · in force
S.A. registration time through SUACE (MIC)	15 business daysMIC SUACE company comparison sheet, as of 2026-10-28 · in force
Deadline to hold the S.A. ordinary meeting approving the accounts	4 months after year endCódigo Civil art. 1079 as amended by Ley 388/94, as of 2026-10-28 · in force
Maximum number of S.R.L. partners (MIC)	25 partnersCódigo Civil; MIC company comparison sheet, as of 2026-10-28 · in force
Minimum share of S.R.L. cash capital paid in by deposit at the Central Bank (MIC)	50 %MIC SUACE company comparison sheet, as of 2026-10-28 · in force
Bearer shares allowed	No, shares must be registered Código Civil art. 1070 as amended by Ley 5895/2017 art. 11, as of 2026-10-28 · in force
Deadline to report a share transfer (buyer to company, then company to the Ministry)	5 + 5 business daysLey 5895/2017 art. 5, as of 2026-10-28 · in force
Beneficial owner capital threshold	10 %Ley 6446/2019 art. 4 a), as of 2026-10-28 · in force
Beneficial owner voting control threshold	more than 25 %Ley 6446/2019 art. 4 b), as of 2026-10-28 · in force
Deadline for a new entity to file shareholders and beneficial owners	45 business daysLey 6446/2019 art. 3 and 5, as of 2026-10-28 · in force
Deadline to report changes in the legal persons or beneficial owner registry	15 business daysLey 6446/2019 art. 7, as of 2026-10-28 · in force
Maximum beneficial ownership fine (500 jornales mínimos)	58538500 PYGLey 6446/2019 art. 9; Resolución MTESS 670/2026, as of 2026-10-28 · in force
Daily minimum wage, unspecified activities (jornal mínimo, basis for company law fines)	117077 PYGDecreto 6225/2026; Resolución MTESS 670/2026, as of 2026-07-01 · in force

The rule

1. EAS: formation, single shareholder and limited liability. An EAS can be formed by one or more individuals or legal entities, domestic or foreign, by contract or unilateral act in a public deed or in a private document with signatures certified by a notary or by the registry officer (a public deed is required if registrable assets such as real estate are contributed). It is always commercial in nature, but taxed according to its actual activities. A one shareholder EAS (EAS unipersonal) cannot form or hold another one shareholder EAS. The founding document must state the members, the name followed by Empresa por Acciones Simplificada or EAS, domicile, purpose, duration (indefinite if silent), issued, subscribed and paid in capital with the class, number and par value of shares, profit and loss sharing rules and the organisation of management and meetings, and must name a legal representative. It is filed only through the SUACE system of the Ministry of Industry and Commerce, published on the SUACE website rather than in a newspaper, and registered by the designated office of the Ministry of Finance (now Ministry of Economy and Finance), after which it is communicated to the Public Registries. The EAS acquires legal personality on registration; until then members are jointly and without limit liable for obligations taken in its name, and afterwards they answer only up to the contributions they committed, including for the company's labor and tax debts. Bylaws that depart from the model form need a favourable opinion of the Abogacía del Tesoro.
Cost to do it: Model bylaws route: the MIC presents it as fully electronic, about 72 hours and cost 0 (no registry fees or court fees). A private document needs a notary signature certification and a public deed needs notary fees, both market priced. Foreign corporate shareholders must supply apostilled or legalised powers and documents with translation by a sworn public translator registered with the Supreme Court, also market priced.
Example: A foreign parent forms a one shareholder EAS on the model bylaws with PYG 500,000,000 of cash capital: no minimum capital test, no guarantee deposit (below the 1,200 minimum wage threshold) and PYG 0 of registry fees. / Same EAS: about US$85,501 of capital, US$0 of registry fees; the only out of pocket costs are apostilles, translations and any adviser fees.Ley Nº 6480/2020 Que crea la Empresa por Acciones Simplificadas (EAS), Art. 1, 2, 3, 4, 5, 6, 7 and 8, 2020-01-08 official text · verified 2026-10-28

2. EAS: capital, shares and governance. Capital is divided into shares, which can be registered (nominativas) endorsable or not, ordinary or preferred, or book entry, with single or multiple votes per class stated in the bylaws. Subscription and payment can follow terms different from those of the Civil Code for corporations, but shares must be fully paid in within two years at most. Contributions in kind are valued unanimously by the members, who must justify the valuation; creditors can challenge it for five years in insolvency, and members jointly and without limit guarantee to third parties that committed contributions will be paid. The bylaws may prohibit share transfers for up to five years (renewable by unanimity) or subject them to prior approval and later notice to the ministry. Organisation is free: a board is optional, a legal representative is mandatory, meetings can be held remotely or by written consent, and in a one shareholder EAS the single member exercises all corporate powers. Directors and the legal representative are liable under the Civil Code rules for corporate directors. The EAS must keep minutes books for the shareholders and management bodies, a share register, a journal and an inventory book (the registry may allow digital means), and prepare financial statements under applicable accounting and tax rules. Any company can convert into an EAS, and an EAS can convert into another type only by unanimous vote of all voting shares.
Cost to do it: If cash capital exceeds 1,200 minimum wages (PYG 3,652,800,000, about US$624,634, at the PYG 3,044,000 monthly minimum wage in force from 1 July 2026), the MIC requires a guarantee deposit of 20 percent of the cash capital at Banco Nacional de Fomento in the MIC EAS account, which can be withdrawn once registration and opening are complete. For mixed capital the 20 percent applies only to the cash part.
Example: Cash capital of PYG 5,847,900,000 is above the threshold, so PYG 1,169,580,000 must be deposited at Banco Nacional de Fomento before registration and can be withdrawn afterwards; the rest of the capital must be paid in within two years. / About US$1,000,000 of cash capital requires a temporary US$200,000 guarantee deposit; US$500,000 of cash capital requires none.Ley Nº 6480/2020 Que crea la Empresa por Acciones Simplificadas (EAS), Art. 10, 11, 12, 13, 15, 16, 18, 19, 20, 26, 27, 28, 31, 32 and 34, 2020-01-08 official text · verified 2026-10-28

3. Sociedad anónima. An S.A. acquires legal personality and begins to exist on registration in the Registry of Legal Persons and Associations, where the public deed containing the founding act, the bylaws and the appointment of the first board and the first statutory auditor (síndico) must be recorded. It must be formed by public deed stating the partners, name and domicile (and any branches in or outside Paraguay), purpose, subscribed and paid in capital, number and par value of shares, contributions in kind, profit sharing rules, number and powers of directors and duration. The issued capital must be fully subscribed before formation. The ordinary shareholders meeting approves the annual report, balance sheet, profit distribution and síndico report, appoints and removes directors and síndicos and decides share issues, and must be called within four months of the financial year end to approve the accounts and appoint officers. Shares must be registered, and their transfer follows the rules for registered securities. Under Ley 6446/2019 the Ministry's beneficial ownership directorate also issues the opinion (dictamen) required by Civil Code art. 1051, as amended by Ley 3228/2007, before registration.
Cost to do it: Notary fees for the public deed and the newspaper publication are market priced and depend on capital. The MIC launch presentation of the EAS law estimated the average opening cost of an S.A. or S.R.L. at about PYG 3,600,000 (about US$616 at today's rate), an undated ministry estimate rather than a tariff.Ley Nº 1183/85 Código Civil, art. 1050 and 1079 as amended by Ley Nº 388/94, art. 1050, 1069 and 1070 as amended by Ley Nº 5895/2017; Ley Nº 6446/2019, Código Civil art. 1050, 1051, 1069, 1070 and 1079; Ley 6446 art. 14 d), 2017-10-05 official text · verified 2026-10-28 · changed: Ley 5895/2017 (promulgated 5 October 2017, published 9 October 2017) rewrote Civil Code art. 1050 and 1070 to remove bearer shares, so every S.A. share must now be registered. Ley 6446/2019 (in force from the day after its 2 December 2019 publication) moved the company registration and oversight functions of the Abogacía del Tesoro to a new Dirección General de Personas y Estructuras Jurídicas y de Beneficiarios Finales.

4. Bearer shares abolished and transfers reported. The bylaws of every company whose capital was represented by bearer shares were amended by operation of law, and bearer shares had to be exchanged for registered shares; under the 2019 amendment, unexchanged bearer shares first lost their economic rights and then their validity, and non compliant companies cannot operate with banks, finance companies, exchange houses, cooperatives and other reporting entities, have their tax ID (RUC) blocked and, if no step was taken six months after the deadline, must dissolve. Every share transfer must be notified to the company by the buyer within five business days, and the company must notify it to the authority (now the beneficial ownership directorate of the Ministry of Economy) within five business days of that notice; listed issuers report through their supervisor. Breaches carry fines of 50 to 500 daily minimum wages for unspecified activities.
Cost to do it: Fine of 50 to 500 jornales mínimos: PYG 5,853,850 to PYG 58,538,500 at the PYG 117,077 daily minimum wage from 1 July 2026.
Example: A foreign parent buys 100 percent of an existing S.A. on 2 November 2026: the parent must notify the company by 9 November 2026 (five business days) and the company must notify the Ministry within five business days after that, or face a fine of up to PYG 58,538,500. / Fine range of about US$1,001 to US$10,010 per breach.Ley Nº 5895/2017 Que establece reglas de transparencia en el régimen de las sociedades constituidas por acciones, as amended by Ley Nº 6399/2019, Ley 5895 art. 2, 3, 4, 5, 6 and 8; Ley 6399 art. 1, 2019-10-09 official text · verified 2026-10-28 · changed: Ley 6399/2019, promulgated on 9 October 2019 and published on 11 October 2019, replaced the original 24 month exchange period and 90 percent conversion test of Ley 5895/2017 with a deadline of 10 December 2019 to start the bylaw amendment process, a further 180 day exchange window, loss of validity of unexchanged bearer shares and mandatory dissolution for companies that did nothing.

5. Beneficial ownership and legal persons registry. All companies, associations, foundations and other legal persons under the Civil Code and special laws, plus trusts and investment funds, must file with the Ministry of Economy their shareholders and the people who direct, control and manage them, their bylaws and the latest appointment of authorities, and must declare their beneficial owners under oath with supporting documents. A beneficial owner is any individual who directly or indirectly holds 10 percent or more of the capital, controls more than 25 percent of the votes, manages or regularly uses or benefits from the company's assets, can appoint or remove part of the management or supervisory bodies, or has control under the bylaws, and the full ownership chain must be shown for indirect owners. Companies with substantial foreign corporate ownership must also report and keep updated the ownership of the shares or quotas of those foreign owners and powers granted in Paraguay, and must report all shares where the foreign owner is in a jurisdiction that allows bearer shares; if the beneficial owner cannot be identified, the Paraguayan legal representative is presumed to be the beneficial owner. New entities must file within 45 business days of formation, and any change must be reported within 15 business days. Records must be kept for five years. Until a company complies it cannot open accounts, issue securities, make deposits or remittances or carry out other operations with banks and other reporting entities, its RUC is blocked and its other filings with the Ministry are suspended; fines range from 50 to 500 daily minimum wages or up to 30 percent of the profits or dividends to be distributed. The registry is shared online with the Central Bank, the tax administration, the anti money laundering secretariat SEPRELAD and reporting entities, and a list of compliant entities is published.
Cost to do it: No filing fee is set in the law. Non compliance: fine of PYG 5,853,850 to PYG 58,538,500 (50 to 500 jornales mínimos at PYG 117,077), or up to 30 percent of distributable profits, plus blocked RUC and banking.
Example: A subsidiary formed on 2 November 2026 must file its shareholders and beneficial owners within 45 business days. If it plans to distribute PYG 1,000,000,000 of dividends while in breach, the fine can reach PYG 300,000,000 (30 percent). / On about US$171,002 of dividends, a fine of up to about US$51,301; the fixed range is about US$1,001 to US$10,010.Ley Nº 6446/2019 Que crea el registro administrativo de personas y estructuras jurídicas y el registro administrativo de beneficiarios finales del Paraguay, Art. 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12, 2019-11-29 official text · verified 2026-10-28

6. S.R.L. and the side by side comparison published by the Ministry of Industry and Commerce. According to the MIC SUACE comparison sheet, an S.R.L. is formed by public deed, needs 2 to 25 partners (individuals or legal entities), divides its capital into registered quotas of PYG 1,000 or multiples, and limits each partner's liability to its contribution (Civil Code art. 1165). At least 50 percent of cash capital must be paid in by deposit at the Central Bank of Paraguay, withdrawable after registration in the Public Registry of Commerce, with the rest of the cash due within two years. Managers may be partners or not and have the same rights and duties as corporate directors; a síndico is optional, no shareholder meetings or corporate books are required, and quota transfers need the other partners' consent (unanimity if there are fewer than five partners). An S.A. needs at least two partners with no upper limit, full subscription of capital in the founding act, a mandatory síndico, corporate books and annual meetings. Registration times given by the MIC are 72 business hours for an EAS on the model bylaws (8 days with a private document or deed), and 15 business days through SUACE (30 days by the ordinary route) for an S.A. or S.R.L., both registered with the Dirección General de los Registros Públicos and published in a newspaper of wide circulation. None of the three has a legal minimum capital, but capital must be sufficient for the stated purpose, and activities regulated by the Central Bank are excluded from the EAS and S.R.L.
Cost to do it: S.R.L.: at least 50 percent of cash capital deposited temporarily at the Central Bank; notary and publication costs market priced.
Example: An S.R.L. with PYG 1,000,000,000 of cash capital must deposit at least PYG 500,000,000 at the Central Bank before registration, recover it after registration and pay the other PYG 500,000,000 within two years. / About US$171,002 of capital: at least US$85,501 deposited up front.Ley Nº 1183/85 Código Civil and Ley Nº 6480/2020, as summarised in the Ministry of Industry and Commerce SUACE company comparison sheet, Código Civil art. 1165 (S.R.L. liability) and Ley 6480 art. 5, per the MIC sheet, 1985-12-23 official text · verified 2026-10-28

Feature	EAS	S.A.	S.R.L.
Governing rule	Ley 6480/2020, Civil Code S.A. rules as fallback	Código Civil art. 1048 onward, as amended	Código Civil
Members	1 or more, individuals or companies	At least 2, no maximum	2 to 25
Founding document	Model bylaws online, private document with certified signatures, or public deed	Public deed	Public deed
Registry	Ministry of Economy directorate for legal persons and beneficial owners, via SUACE	Dirección General de los Registros Públicos	Dirección General de los Registros Públicos
Publication	SUACE website	Newspaper of wide circulation	Newspaper of wide circulation
Legal minimum capital	None	None	None
Capital payment	Within 2 years; 20 percent cash guarantee deposit above 1,200 minimum wages	Fully subscribed at formation	At least 50 percent of cash deposited at the Central Bank, rest within 2 years
Management	Legal representative; board optional	Board elected by the shareholders meeting	One or more managers
Síndico	Optional	Mandatory	Optional
Transfers	Free unless bylaws restrict (up to 5 years); report to the Ministry	Contract, deed or authenticated endorsement; report to the Ministry	Consent of the other partners; unanimity below 5 partners
MIC registration time	72 business hours on model bylaws; 8 days otherwise	15 business days via SUACE; 30 days ordinary	15 business days via SUACE; 30 days ordinary

Paraguayan company types for a foreign investor (verified 28 October 2026). Sources: Ley 6480/2020; Código Civil as amended by Ley 388/94 and Ley 5895/2017; MIC SUACE company comparison sheet and foreign investor guide.

Worked example

A US company wants a wholly owned Paraguayan operating subsidiary with PYG 500,000,000 (about US$85,501) of cash capital.
EAS route: one shareholder is enough, so no nominee second partner is needed; filed online through SUACE on the model bylaws in about 72 business hours with no registry fees, no newspaper publication and no guarantee deposit, since the cash capital is below 1,200 minimum wages (PYG 3,652,800,000).
S.A. route: needs a second shareholder, a public deed, a síndico, newspaper publication and registration with the Public Registries, about 15 business days through SUACE according to the MIC; notary and publication costs come on top.
Either way, within 45 business days of formation the company files its shareholders and beneficial owners (any individual with 10 percent or more of the capital or more than 25 percent of the votes, traced up the US ownership chain) with the Ministry of Economy; missing it blocks the RUC and bank operations and can cost PYG 5,853,850 to PYG 58,538,500 (about US$1,001 to US$10,010).
If capital were PYG 5,847,900,000 (about US$1,000,000) in cash, the EAS would first deposit PYG 1,169,580,000 (about US$200,000) at Banco Nacional de Fomento, withdrawable after registration, and would have two years to pay in the shares.

Step by step

Pick the vehicle: EAS for a wholly owned subsidiary or fast start; S.A. for many investors, a board structure or a future listing; S.R.L. for a closely held company of 2 to 25 partners.
Gather documents for each foreign shareholder: incorporation deed, a board resolution approving the investment, a power of attorney with notarised signature, apostilled or legalised, the foreign tax ID and the IDs or passports of its shareholders, all translated by a sworn public translator if not in Spanish.
For an EAS, register as a user on the MIC EAS platform, enter the data and either download and sign the model bylaws on every page or upload a certified private document or deed; pay the 20 percent Banco Nacional de Fomento deposit only if cash capital exceeds 1,200 minimum wages.
For an S.A. or S.R.L., sign the public deed before a notary, obtain the Ministry opinion and registration in the Public Registries through SUACE, publish the extract in a newspaper and make the capital deposits the MIC requires.
Obtain the RUC with the tax administration DNIT (the MIC sheet lists IVA, IRE, IDU and financial statement obligations as standard) and register as an employer with IPS and the Ministry of Labor before hiring.
Within 45 business days of formation file the shareholders, authorities, bylaws and beneficial owners with the Ministry of Economy registry, and keep the supporting documents for five years.
After that, report every share transfer within five plus five business days and any registry change within 15 business days, keep the corporate books, and approve the annual accounts (within four months of year end for an S.A.).

Common traps

A one shareholder EAS cannot form or hold another one shareholder EAS, so a chain of single member EAS companies is not allowed.
EAS shares must be paid in within two years at most, and members personally guarantee to third parties that committed contributions will be paid; over valued contributions in kind can be challenged by creditors for five years in insolvency.
Until registration, EAS members are jointly and without limit liable for obligations signed in the company's name; do not sign leases or hire before the registry certificate.
Changing the model bylaws turns a 72 hour filing into one that needs a favourable opinion of the Abogacía del Tesoro; keep bespoke terms in a shareholders agreement where possible, which binds the EAS only if all members approve it.
The MIC foreign investor guide says an EAS needs no corporate books, but Ley 6480 art. 31 lists minutes books, a share register, a journal and an inventory book, which the registry may allow to be kept digitally; keep them.
Missing the 45 business day beneficial ownership filing, or a 15 business day update, blocks the RUC and all bank operations until a compliance certificate is issued, which can stall payroll and dividend payments.
Foreign parents in jurisdictions that allow bearer shares must report all of their shares, and if the beneficial owner cannot be identified the local legal representative is presumed to be the beneficial owner, a personal exposure for the appointee.
The EAS and S.R.L. cannot carry on activities regulated by the Central Bank (banking, finance and similar), according to the MIC sheet; those need an S.A. under the sector rules.
Ley 6446 cites the Ministry of Finance and the SET; their functions now sit with the Ministry of Economy and Finance and the DNIT, so filings go to those bodies.
Paraguay and Argentina have no comprehensive income tax treaty in the DNIT list, so the entity choice for an Argentine parent does not change withholding; see The Argentine Thread guide for the Argentine side.

Sources

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