Countries › Paraguay › Guide › 15. Exiting › Asset sale and transfer of a going business

Asset sale and transfer of a going business

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

Selling a Paraguayan business as a going concern triggers a creditor protection procedure: newspaper notices, a ten day opposition window and registration in the Public Registry of Commerce, with buyer, seller and notary jointly liable if it is skipped. The buyer must ask for a tax clearance certificate or becomes jointly liable for the seller's tax debts up to the value received, and employees transfer automatically with their contracts. For tax, the transfer closes the seller's tax year, is a sale for IVA and its result is taxed in IRE at 10 percent.

USD figures use PYG 5,868.31 per US dollar, the Banco Central del Paraguay reference quotation for 28 October 2026 (bcp.gov.py cotización referencial). Minimum wage figures use Resolución MTESS 670/2026: monthly PYG 3,044,000, daily for monthly paid workers PYG 101,467 and daily minimum wage (jornal) PYG 117,077, from 1 July 2026. Conversions are for orientation only.

Key facts

Advance newspaper notice of a business transfer	20 daysLey 1034/1983 art. 113, as of 2026-10-28 · in force
Creditor opposition window after the last notice	10 daysLey 1034/1983 art. 115, as of 2026-10-28 · in force
Buyer's joint tax liability without clearance certificate	1 yearLey 125/1991 art. 183, as of 2026-10-28 · in force
Seller's joint liability for pre transfer labor obligations	6 monthsCódigo del Trabajo art. 28, as of 2026-10-28 · in force

The rule

1. Creditor procedure for transferring an establishment. A commercial establishment includes its installations, stock, trade name and sign, lease rights, patents, trademarks, designs and other industrial or commercial property rights. Any transfer, private or by auction, must be announced twenty days in advance in two widely read newspapers, five times on alternate days over ten days, naming the business and the parties. The seller must give the buyer a statement of credits and debts. The transfer cannot be formalised until ten days after the last notice, during which creditors may object and require the amount of their claims to be withheld and deposited; they then have twenty days to attach the deposit. The price cannot be lower than the declared liabilities plus opposed undeclared debts unless the interested parties agree. To be effective against third parties the transfer must be in writing and registered in the Public Registry of Commerce.
Cost to do it: Newspaper notices, notary and registry fees, market priced.
Example: A sale for PYG 5,000,000,000 with declared liabilities of PYG 1,500,000,000: the price must be at least PYG 1,500,000,000 plus any opposed undeclared debts. / About US$852,034 price, US$255,610 liabilities floor.Ley Nº 1034/1983 Del Comerciante, Art. 112 to 119, 1983-12-06 official text · verified 2026-10-28

2. Joint liability if the procedure is skipped. Omissions or breaches make the seller, the buyer and any notary or auctioneer involved jointly liable for unpaid credits resulting from them, up to the price of what was sold.
Cost to do it: Exposure up to the price.
Example: A buyer who skips the notices can be made to pay the seller's unpaid creditors up to PYG 5,000,000,000. / Up to about US$852,034.Ley Nº 1034/1983 Del Comerciante, Art. 120 and 121, 1983-12-06 official text · verified 2026-10-28

3. Tax clearance or tax liability. Buyers of businesses and other successors to a company's assets and liabilities must request the certificate of no tax debts before the acquisition. If they do not, or the certificate shows observations, they are jointly liable for the predecessor's taxes, interest, surcharges and fines up to the value of the assets received (unlimited if they acted with intent). The liability ends one year after the tax office learned of the transfer, presumed from the certificate request.
Cost to do it: Certificate issued within five business days of the request (art. 194 as amended).
Example: Buying assets worth PYG 5,000,000,000 without the certificate exposes the buyer to the seller's tax debts up to PYG 5,000,000,000 for a year. / Up to about US$852,034.Ley Nº 125/1991 Que establece el nuevo régimen tributario, Art. 183, 1991-12-18 official text · verified 2026-10-28

4. Tax treatment for the seller. The transfer of a commercial establishment closes the seller's tax year and the buyer keeps the assets' tax values. The result of transferring a business or establishment is IRE income (10 percent), determined under the regulations. For IVA, transfers of companies are a sale (enajenación) whatever the parties call it, so the goods transferred are taxed under the general rules unless an exemption applies; transfers of shares or quotas and reorganisations are exempt.
Cost to do it: IRE 10 percent on the result; IVA at the applicable rate on taxable goods.
Example: Seller's result on the sale of PYG 1,000,000,000: IRE PYG 100,000,000. / About US$17,041 IRE on a US$170,407 gain.Ley Nº 6380/2019 De modernización y simplificación del sistema tributario nacional, Art. 8 num. 7, 13, 21, 81 num. 1 c) and 100 num. 1 a) and j), 2019-09-25 official text · verified 2026-10-28

5. Employees move with the business. A change of employer does not affect current employment contracts; the former employer is jointly liable with the new one for obligations arising before the change for six months, after which only the new employer is liable, and workers owe the new employer the same obligations.
Cost to do it: No severance on transfer; six months of joint liability.
Example: A buyer of a factory with 30 workers takes them on with their seniority; no closure notice or severance is due from the seller. / Not a cash cost unless claims arise.Ley Nº 213/1993 Código del Trabajo, Art. 28, 1993-06-29 official text · verified 2026-10-28

6. Competition filing. Acquiring assets or a business can be a concentration notifiable within ten business days of signing if it reaches a 45 percent market share or the combined Paraguayan turnover exceeds 100,000 monthly minimum wages.
Cost to do it: Review fee 0.005 to 0.1 percent of the transaction value in Paraguay.
Example: Turnover threshold PYG 304,400,000,000. / About US$51,871,834.Ley Nº 4956/2013 De Defensa de la Competencia, Art. 14 and 38, 2013-05-29 official text · verified 2026-10-28

Point	Share sale	Asset or business sale
Main tax for a nonresident seller	INR 15% on up to 30% of price	Paraguayan company sells: IRE 10% on its result
IVA	Exempt (art. 100 num. 1 a)	Transfer treated as a sale (art. 81 num. 1 c)
Creditor procedure	None; Ley 5895 transfer report	Notices, 10 day opposition, registry (Ley 1034)
Hidden liabilities	Stay in the company	Limited by notices and tax certificate
Employees	Unchanged employer	Transfer with joint liability for six months

Share sale versus asset sale in Paraguay

Worked example

A foreign group sells its Paraguayan subsidiary's distribution business for PYG 5,000,000,000 (about US$852,034), then distributes the proceeds: IRE 10 percent on the subsidiary's gain, then IDU 15 percent on the profit distributed to the parent.

Step by step

Prepare the statement of credits and debts for the buyer.
Request the tax clearance certificate (five business days).
Publish the notices twenty days ahead, five times over ten days, in two newspapers.
Wait ten days after the last notice; handle oppositions by deposit.
Sign in writing, register in the Public Registry of Commerce, check merger control.
Inform workers of the change of employer; the contracts continue.

Common traps

Skipping the Ley 1034 notices makes the buyer, seller and notary jointly liable up to the price.
Without the tax certificate the buyer inherits the seller's tax debts up to the value received.
An asset sale followed by a dividend means two layers of tax (IRE then IDU), against a single INR on a share sale.
IVA credits do not follow the assets in a plain sale; only reorganisations carry them over (art. 88).

Sources

← Closing the branch of a foreign companyMergers, transformations and group reorganizations →

Get rule changes weekly

Free. One email a week from The LatAm Thread.

One more step after you press the button: we take you to Substack, where your email is already filled in. Confirm there to start. No spam, unsubscribe anytime, we never share your address. By subscribing you agree to the privacy policy.