Countries › Paraguay › Guide › 4. Entities and setup › Sociedad de responsabilidad limitada (S.R.L.) in Paraguay: 2 to 25 partners, quotas, 50 percent paid in, managers, registry and deemed distributions

Sociedad de responsabilidad limitada (S.R.L.) in Paraguay: 2 to 25 partners, quotas, 50 percent paid in, managers, registry and deemed distributions

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

The S.R.L. suits a closely held Paraguayan business with 2 to 25 partners, individuals or companies, whose capital is split into registered quotas of PYG 1,000 or multiples and whose liability is limited to their contributions. It is formed by public deed, goes through the same Ministry legal opinion (eight business days), registry and three day newspaper publication as the S.A., needs at least 50 percent of cash capital deposited before registration with the rest paid within two years, and the MIC quotes 15 business days through SUACE. Quota transfers need the other partners' consent (unanimity below five partners), the S.R.L. cannot carry on Central Bank regulated activities, and for dividend tax it is treated as distributing its profits in the fourth month after year end unless its bylaws say otherwise.

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.R.L. partners (MIC)	2 partnersMIC company comparison sheet, 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
Legal minimum capital of an S.R.L. (MIC)	None PYGMIC company comparison sheet, as of 2026-10-28 · in force
Par value of S.R.L. quotas	1,000 or multiples PYGMIC company comparison sheet, as of 2026-10-28 · in force
Minimum share of S.R.L. cash capital paid in by deposit before registration (MIC)	50 %MIC company comparison sheet, as of 2026-10-28 · in force
Period to pay the rest of S.R.L. cash capital (MIC)	2 yearsMIC company comparison sheet, as of 2026-10-28 · in force
S.R.L. registration time through SUACE (MIC)	15 business daysMIC SUACE company comparison sheet, as of 2026-10-28 · in force
Partners below which quota transfers need unanimity (MIC)	5 partnersMIC company comparison sheet, as of 2026-10-28 · in force
IDU deemed distribution date for an S.R.L. without a bylaw date	4th month after year end Ley 6380/2019 art. 44, as of 2026-10-28 · in force
Capital above which a merchant must keep full accounting books (1,000 daily minimum wages)	117077000 PYGLey 1034/83 art. 74; Resolución MTESS 670/2026, as of 2026-10-28 · in force

The rule

1. What the MIC applies to an S.R.L. According to the MIC comparison sheet: formed by public deed; at least 2 and at most 25 partners, individuals or companies; no minimum capital but capital must suffice for the purpose; capital divided into registered quotas of PYG 1,000 each or multiples, stated in the contract; at least 50 percent of the cash contribution paid in by deposit, withdrawable after registration with the Public Registry of Commerce, and the rest within two years at most; management and representation may be delegated to one or more managers, partners or not, with the same rights and duties as S.A. directors; síndico optional; no shareholders meetings required; any lawful commercial activity except those regulated by the Central Bank; partners' liability limited, jointly, to the amount of their contribution (Código Civil art. 1165). Partners wishing to transfer quotas need the consent of the others, and unanimity if there are fewer than five partners.
Example: Quotas of PYG 1,000: capital of PYG 300,000,000 is 300,000 quotas. / Capital of about US$51,300 with at least US$25,650 of cash deposited before registration.MIC SUACE company comparison sheet (applying Ley Nº 1183/85 Código Civil), Comparison sheet S.R.L. column; Código Civil art. 1165 as cited, 2025-05 official text · verified 2026-10-28

2. Treasury opinion, registration and publication. Once the legal conditions for an S.A. or an S.R.L. are met, the documents go to the Abogacía del Tesoro (now the Ministry's legal persons directorate under Ley 6446), 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. Amendments to the bylaws and dissolution follow the same formalities, and the article states that it applies to both S.A. and S.R.L.
Cost to do it: Court registration fees, notary and newspaper costs are not set in these laws; the MIC EAS presentation estimates about PYG 3,600,000 (about US$616) on average for an S.A. or S.R.L., undated.Ley Nº 388/94 art. 5 as amended by Ley Nº 3228/2007; Ley Nº 6446/2019, Ley 388 art. 5; Ley 6446 art. 14 d) and f), 2007 official text · verified 2026-10-28

3. SUACE filing for an S.R.L. The SUACE requirements list for legal persons asks for the SUACE application form, authenticated IDs of the legal representative, managers and partners, and from the notary the deed (original and two authenticated copies), the Public Registries request cover (form 01), the registration minutes for the Registry of Legal Persons and the Public Registry of Commerce (form 14) and for the merchant registration (form 17), the Treasury opinion, and proof of payment of the court registration fees and special fee for both registrations. For an S.R.L. it adds an authenticated copy of the Banco Nacional de Fomento deposit slip for the cash capital paid in, or legal documents proving the value of non cash contributions.
Cost to do it: Court registration fee and special fee for the Registry of Legal Persons and for the merchant registration (amounts not stated in the list).SUACE general requirements for legal persons (applying Ley Nº 1034/83 art. 11 and 12 and the Código Civil), Requirements list, general items and point I (S.R.L.), 2021-08-17 official text · verified 2026-10-28

4. Books, reserve and dividends. Every company must keep orderly accounts with at least a journal and an inventory book once its capital exceeds 1,000 daily minimum wages, kept by a registered accountant, presented to the Public Registry of Commerce to be stamped before use and kept for five years. S.R.L.s, like companies with shares, must allocate at least 5 percent of net profit to a legal reserve until it reaches 20 percent of subscribed capital, may distribute only profits actually earned under an approved balance sheet and must first cover prior years' losses.
Example: Books threshold 1,000 daily minimum wages = PYG 117,077,000. / About US$20,020; most operating companies exceed it.Ley Nº 1034/83 Del Comerciante, Art. 74, 75, 77, 78, 85, 86, 89, 91 and 93, 1983-12-06 official text · verified 2026-10-28

5. Dividend tax timing. An S.R.L. is an IRE taxpayer at 10 percent. Profits made available to partners bear IDU, withheld by the company, at 8 percent for residents and 15 percent for nonresidents, including a foreign parent. For S.R.L.s and other entities not obliged to hold meetings, profits are deemed made available on the date set in the bylaws; if partners decide a different use it must be recorded before a notary, and if the bylaws set no date profits are deemed distributed in the fourth month after the financial year end. Amounts allocated to the legal reserve, voluntary reserves or capitalisation are not subject to IDU.
Example: Net profit PYG 200,000,000, legal reserve PYG 10,000,000; if nothing else is decided before a notary, PYG 190,000,000 is deemed distributed in April and IDU at 15 percent for a foreign partner is PYG 28,500,000. / About US$34,200 profit, US$1,710 reserve, US$32,490 deemed distributed, US$4,874 IDU.Ley Nº 6380/2019, Art. 2 num. 2, 21, 40, 41, 42, 43 and 44, 2019-09-25 official text · verified 2026-10-28

6. Beneficial ownership. Like every legal person, an S.R.L. must file its partners, managers, bylaws and beneficial owners (10 percent of capital or more than 25 percent of votes, traced through foreign holding chains) with the Ministry registry within 45 business days of formation and update changes within 15 business days; failure blocks the RUC and all bank operations and is fined 50 to 500 daily minimum wages or up to 30 percent of profits to be distributed.
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 6446/2019, Art. 2, 3, 4, 5, 7, 8 and 9, 2019-11-29 official text · verified 2026-10-28

Point	S.R.L.	EAS
Members	2 to 25	1 or more
Document	Public deed	Model bylaws, certified private document or deed
Capital paid at registration	At least 50 percent of cash deposited	Up to 2 years to pay; 20 percent deposit only above 1,200 minimum wages
Registry	Public Registries (Registry of Legal Persons, Public Registry of Commerce)	Ministry registry via SUACE
Publication	Newspaper, 3 consecutive days	SUACE website
Transfers	Partners' consent; unanimity below 5 partners	Free unless bylaws restrict
Central Bank regulated activity	Not allowed	Not allowed
MIC registration time	15 business days via SUACE	72 business hours on model bylaws

S.R.L. against EAS for a closely held venture (MIC comparison sheet; Ley 6480/2020; verified 28 October 2026)

Worked example

Three partners form an S.R.L. with PYG 300,000,000 (about US$51,300) of cash capital, i.e. 300,000 quotas of PYG 1,000.
Before registration they deposit at least PYG 150,000,000 (about US$25,650); the balance must be paid within two years.
Year one net profit is PYG 200,000,000; PYG 10,000,000 goes to the legal reserve. The bylaws set no distribution date and the partners record no other decision before a notary, so PYG 190,000,000 is deemed distributed in the fourth month after year end.
For a nonresident partner the IDU on that amount would be 15 percent; on the full PYG 190,000,000 it would be PYG 28,500,000 (about US$4,874).

Step by step

Confirm the business is not Central Bank regulated and that 2 to 25 partners fits the plan; otherwise use an S.A. or EAS.
Draft the deed with quotas, managers, profit distribution date (to control IDU timing) and transfer rules; collect apostilled foreign documents and sworn translations.
Deposit at least 50 percent of cash capital and keep the slip; prepare valuation support for any assets contributed.
The notary files through SUACE for the Ministry opinion and registration, pays the court fees, then the extract is published for three consecutive days.
Obtain RUC, IPS and Ministry of Labor registrations, stamp the books, and file partners and beneficial owners within 45 business days.
Each year allocate the legal reserve, decide on distributions and record any decision not to distribute before a notary in time.

Common traps

The MIC comparison sheet says the 50 percent cash deposit goes to the Banco Central del Paraguay, while the SUACE requirements ask for a Banco Nacional de Fomento deposit slip; confirm the receiving bank with SUACE before paying.
If the bylaws set no distribution date, Ley 6380 art. 44 deems profits distributed in the fourth month after year end, so IDU can arise without any payment; a different use must be recorded before a notary.
With fewer than five partners every quota transfer needs unanimous consent (MIC), so any partner can block an exit; agree buy sell terms in the contract.
The MIC foreign investor guide says an S.R.L. needs no corporate books, but Ley 1034 art. 74, 75 and 86 require at least a journal and an inventory book above 1,000 daily minimum wages of capital.
The Civil Code S.R.L. articles are not published as text on the official legislative library; this page relies on the MIC summary for them, so check the deed with a Paraguayan notary.
An S.R.L. cannot hold banking, finance or other Central Bank regulated licences (MIC sheet).

Sources

← Sociedad anónima (S.A.) in Paraguay: deed, Treasury opinion, registry, publication, shares, board, síndico and annual meetingBranch of a foreign company in Paraguay: Civil Code art. 1197, SUACE filing, registered powers, IRE, IDU on remittances and head office charges →

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