Countries › Paraguay › Guide › 4. Entities and setup › Sociedad anónima (S.A.) in Paraguay: deed, Treasury opinion, registry, publication, shares, board, síndico and annual meeting

Sociedad anónima (S.A.) in Paraguay: deed, Treasury opinion, registry, publication, shares, board, síndico and annual meeting

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

The sociedad anónima is Paraguay's traditional company with shares, the vehicle for many investors, a formal board and Central Bank regulated activities that the EAS cannot carry on. It is formed by public deed with the whole issued capital subscribed, gets a legal opinion from the Ministry within eight business days, acquires legal personality on registration with the Registry of Legal Persons and publishes an extract for three consecutive days; the MIC quotes 15 business days through SUACE and needs at least two shareholders and a síndico. Shares must be registered since 2017, every transfer is reported within five plus five business days, the ordinary meeting approves the accounts within four months of year end and 5 percent of profits goes to a legal reserve until it reaches 20 percent of capital.

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. Amounts set in jornales or minimum wages use the daily minimum wage of PYG 117,077 and the monthly minimum wage of PYG 3,044,000 in force from 1 July 2026 (Resolución MTESS 670/2026). Conversions are for orientation only.

Key facts

Minimum number of S.A. shareholders (MIC)	2 shareholdersCódigo Civil; MIC company comparison sheet, as of 2026-10-28 · in force
Legal minimum capital of an S.A. (MIC)	None PYGMIC company comparison sheet, as of 2026-10-28 · in force
Share of issued capital that must be subscribed to form an S.A.	100 %Ley 388/94 art. 5 as amended by Ley 3228/2007, as of 2026-10-28 · in force
Maximum time for the Ministry legal opinion before S.A. or S.R.L. registration	8 business daysLey 388/94 art. 5 as amended by Ley 3228/2007; Ley 6446/2019 art. 14, as of 2026-10-28 · in force
Newspaper publication of the S.A. or S.R.L. extract	3 consecutive days daysLey 388/94 art. 5 as amended by Ley 3228/2007, 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
Legal reserve allocation of net profit (S.A., S.R.L.)	5 % of net profitLey 1034/83 art. 91, as of 2026-10-28 · in force
Legal reserve cap	20 % of subscribed capitalLey 1034/83 art. 91, 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
Síndico (statutory auditor) required for an S.A. (MIC)	Yes MIC company comparison sheet, as of 2026-10-28 · in force

The rule

1. Formation and registration. An S.A. acquires legal personality and begins to exist on registration in the Registry of Legal Persons and Associations, where the public deed with the founding act, the bylaws and the appointment of the first board and first síndico must be recorded. The deed must state the shareholders and the shares each subscribes, the name and domicile (and any branches in or outside Paraguay), the purpose, the subscribed and paid capital, the par value and number of shares, the value of contributions in kind, profit sharing rules, any founders' share in profits, the number and powers of directors and who represents the company, and the duration.
Example: A foreign parent and a second shareholder sign the deed before a Paraguayan notary, directly or through attorneys with apostilled powers.Ley Nº 1183/85 Código Civil, art. 1050 as amended by Ley Nº 388/94 and Ley Nº 5895/2017, Código Civil art. 1050 (text in Ley 5895 art. 11), 2017-10-05 official text · verified 2026-10-28

2. Subscription, Treasury opinion and publication. The issued capital must be fully subscribed to form an S.A. Once the legal conditions are met, an S.A. or an S.R.L. files its documents with the Abogacía del Tesoro, which issues its opinion within eight business days at most for registration in the Public Registries. After registration an extract is published for three consecutive days in a newspaper of wide circulation, stating the deed, name, domicile, duration, main purpose, directors and síndicos, and subscribed and paid capital. Bylaw amendments and dissolution follow the same formalities. Ley 6446/2019 moved the opinion under Civil Code art. 1051 and the company law functions of the Abogacía del Tesoro to the Ministry's Dirección General de Personas y Estructuras Jurídicas y de Beneficiarios Finales.
Cost to do it: Registration fees (tasas judiciales), notary and newspaper costs are not set in these laws; the MIC EAS presentation estimates the average cost to open an S.A. or S.R.L. at about PYG 3,600,000 (about US$616), undated.
Example: Treasury opinion within 8 business days, then registry, then three days of newspaper publication. / Budget about US$616 plus notary fees on the MIC estimate; foreign document legalisation is extra.Ley Nº 388/94 art. 5 as amended by Ley Nº 3228/2007 (Código Civil art. 1051 regime); Ley Nº 6446/2019, Ley 388 art. 5; Ley 6446 art. 14 d) and f), 2007 official text · verified 2026-10-28 · changed: Ley 3228/2007 replaced the earlier court order route (judge's resolution within 3 days) with a Treasury opinion within 8 business days before registration; Ley 6446/2019 (promulgated 29 November 2019) moved that opinion to the Ministry's legal persons directorate.

3. Registered shares only. Shares must be registered (nominativas) and transfer follows the rules for registered securities; share certificates must state the company's name, domicile, date and place of formation, duration and registration, the capital, number, par value and class of shares and rights, and the holder's name. Bearer shares were converted by operation of law; bearer shares not exchanged within the deadlines first lost economic rights and then validity as share titles.Código Civil art. 1069 and 1070 as amended by Ley Nº 5895/2017; Ley Nº 6399/2019, Código Civil art. 1069 and 1070; Ley 6399 art. 1 (Ley 5895 art. 3 and 4), 2019-10-09 official text · verified 2026-10-28 · changed: Ley 5895/2017 (in force the day after publication on 9 October 2017) abolished bearer shares; Ley 6399/2019 set 10 December 2019 to start the exchange and up to 180 days to complete it, after which unexchanged bearer shares lost validity.

4. Transfer reporting. Every share transfer must be notified to the company by the buyer within five business days, with name, ID or RUC and domicile, and the company must report it to the Ministry within five business days of that notice. Companies that issue publicly offered securities follow their market supervisor instead. Breaches are fined 50 to 500 daily minimum wages for unspecified activities.
Cost to do it: Fine PYG 5,853,850 to PYG 58,538,500.
Example: About US$1,001 to US$10,010.Ley Nº 5895/2017, Art. 5, 6 and 8, 2017-10-05 official text · verified 2026-10-28

5. Ordinary meeting and annual accounts. The ordinary shareholders meeting considers the board's annual report, balance sheet and profit and loss account, profit distribution and the síndico's report, appoints and pays directors and síndicos, decides on their liability and removal and on share issues; for the accounts and appointments it must be called within four months of the financial year end. Copies of the balance sheet, profit and loss account, the directors' report and the síndico's report must be available at the registered office at least 15 days before the meeting.
Example: For a 31 December year end, hold the ordinary meeting by 30 April and put the accounts at shareholders' disposal 15 days earlier.Código Civil art. 1079 as amended by Ley Nº 388/94; Ley Nº 1034/83, Código Civil art. 1079; Ley 1034 art. 88, 1994-08-18 official text · verified 2026-10-28

6. Books, reserve and dividends. Companies with shares must keep, besides a journal and inventory book, a share register, a bond register, a meeting attendance book and minutes books of meetings and of the board; books are presented to the Public Registry of Commerce to be stamped before use and kept for five years. At least 5 percent of net profit each year goes to a legal reserve until it reaches 20 percent of subscribed capital. Dividends may be approved and paid only from profits actually earned under a balance sheet approved by the competent body, and only after prior years' losses are covered.
Example: On net profit of PYG 400,000,000, at least PYG 20,000,000 goes to the legal reserve until the reserve equals 20 percent of capital. / On about US$68,401 of profit, about US$3,420 to the reserve.Ley Nº 1034/83 Del Comerciante, Art. 75, 78, 85, 87, 89, 91 and 93, 1983-12-06 official text · verified 2026-10-28

7. How the MIC describes the S.A. According to the MIC comparison sheet and foreign investor guide: formed by public deed; at least two shareholders, individuals or companies, no maximum; no minimum capital but it must suffice for the purpose; capital fully subscribed at formation and contributions in kind fully paid; management by one or more directors appointed by the annual ordinary meeting; síndico mandatory; books required; publication in a newspaper of wide circulation; shares transferred by private contract, deed or endorsement certified by a notary and recorded in the company's books; registration with the Public Registries in person, 15 business days through SUACE or 30 days ordinary (the guide says 8 to 30 business days); any lawful commercial activity, including Central Bank regulated ones.
Cost to do it: The MIC presentation quotes an average cost of about USD 600 and about 36 days for the traditional S.A. or S.R.L. route as described in that presentation (undated).MIC SUACE company comparison sheet and foreign investor guide (applying the Código Civil), Comparison sheet rows on S.A.; guide Paso 4, 2025-05 official text · verified 2026-10-28

8. Tax status. An S.A. is an IRE taxpayer at 10 percent of net income; dividends it makes available are subject to IDU, withheld by the company, at 8 percent for resident and 15 percent for nonresident shareholders, and are deemed made available when the meeting resolves the distribution, regardless of payment. Profits allocated to the legal reserve, voluntary reserves or capitalisation are not subject to IDU until capital is redeemed, and a resolved capitalisation must be formalised within 12 months.
Example: A dividend of PYG 100,000,000 to a foreign parent bears IDU of PYG 15,000,000. / About US$17,100 gross, US$2,565 IDU, US$14,535 net.Ley Nº 6380/2019 De Modernización y Simplificación del Sistema Tributario Nacional, Art. 2 num. 2, 21, 40, 41, 42, 43 and 44, 2019-09-25 official text · verified 2026-10-28

Stage	Rule	Time
Public deed with full subscription	Código Civil art. 1050 and 1051 regime	Depends on notary and foreign documents
Ministry legal opinion	Ley 388 art. 5; Ley 6446 art. 14 d)	Up to 8 business days
Registration in the Registry of Legal Persons and the Public Registry of Commerce	SUACE requirements (forms 01, 14, 17 and court fees)	MIC registration time: 15 business days through SUACE, 30 days ordinary
Newspaper extract	Ley 388 art. 5	3 consecutive days
RUC, IPS and Ministry of Labor	SUACE single window	After registration

S.A. formation timeline (Ley 388/94 art. 5 as amended by Ley 3228/2007; MIC comparison sheet; verified 28 October 2026)

Worked example

Two foreign shareholders form an S.A. with issued capital of PYG 1,000,000,000 (about US$171,002), fully subscribed in the deed.
The notary files through SUACE; the Ministry issues its opinion within 8 business days, the company is registered and an extract runs for three consecutive days in a national newspaper.
In its first year it earns PYG 400,000,000 (about US$68,401) net; at least PYG 20,000,000 (about US$3,420) goes to the legal reserve.
If the April ordinary meeting resolves a PYG 100,000,000 dividend to the foreign parent, IDU of 15 percent (PYG 15,000,000, about US$2,565) is due at that date even if payment is later.

Step by step

Choose the S.A. if you need several investors, a board, a síndico, Central Bank regulated activities or a path to issuing securities.
Gather apostilled corporate documents and powers for each foreign shareholder and sworn translations; appoint at least the first board and síndico.
Sign the public deed with full subscription of the issued capital; the notary requests the Ministry opinion through SUACE (the SUACE route is abbreviated).
File the registry forms and pay the court registration fees for the Registry of Legal Persons and the merchant registration; then publish the extract for three consecutive days.
Obtain the RUC, IPS and Ministry of Labor registrations, stamp the corporate books at the Public Registry of Commerce, and within 45 business days file shareholders and beneficial owners.
Each year: accounts available 15 days before the meeting, ordinary meeting within four months of year end, legal reserve, transfer reports within five plus five business days.

Common traps

Two shareholders are needed; a foreign parent wanting full ownership needs a second (often affiliated) shareholder, which the EAS avoids.
Treat the original Ley 388/94 text on BACN with care: its art. 5 was replaced in 2007 by Ley 3228, so the judge's three day order it describes no longer applies.
Dividends are deemed made available for IDU when the meeting resolves them, not when paid (Ley 6380 art. 44); a resolved but unpaid dividend still triggers withholding.
No dividend can be paid before prior years' losses are covered and from an approved balance sheet (Ley 1034 art. 89 and 93); directors who pay otherwise face liability.
Books must be stamped by the Public Registry of Commerce before use (Ley 1034 art. 78); digital or mechanical bookkeeping needs judicial authorisation under art. 76.
Failing to report a transfer within five plus five business days is fined 50 to 500 daily minimum wages, and a missing beneficial ownership filing blocks the RUC and bank operations (Ley 6446 art. 8).
Ley 1034 text on BACN is the 1983 original; check for later amendments before relying on less common articles.

Sources

← Empresa por Acciones Simplificada (EAS) in Paraguay: one shareholder, online formation, capital, governance, books and closureSociedad de responsabilidad limitada (S.R.L.) in Paraguay: 2 to 25 partners, quotas, 50 percent paid in, managers, registry and deemed distributions →

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