Countries › Paraguay › Guide › 15. Exiting › Dissolution and solvent liquidation of an S.A., S.R.L. or EAS

Dissolution and solvent liquidation of an S.A., S.R.L. or EAS

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

A solvent Paraguayan company is wound up in two stages: a dissolution decision, then a liquidation in which the company survives only to finish pending business, pay creditors and split what is left. Liquidators cannot pay out anything to shareholders until creditors are paid or reserved for, and an EAS is not finished until its closing balance is registered with tax and labor clearance certificates. Surplus paid to a foreign shareholder above contributed capital bears the 15 percent dividend tax, and assets handed out in kind are treated as sales.

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

Period to remove a dissolution cause and avoid dissolving an EAS	6 monthsLey 6480/2020 art. 37, as of 2026-10-28 · in force
Vote for early dissolution of an S.A.	Majority of voting shares Código Civil art. 1091, as of 2026-10-28 · in force
Dividend tax (IDU) on distributions to nonresidents	15 %Ley 6380/2019 art. 43 num. 2, as of 2026-10-28 · in force

The rule

1. Causes of dissolution (all companies). A company ends on expiry of its term or fulfilment of its condition, achievement of its purpose, physical or legal impossibility of achieving it (including complete loss of capital or a loss that prevents achieving it, or bankruptcy), unanimous agreement of the partners, and other causes in the bylaws. A partner may also seek dissolution on removal of a necessary administrator, breach by another partner or where the term is unlimited. A judicial dissolution takes effect retroactively to the date of its cause.
Cost to do it: Notary and registry costs, market priced.
Example: A one product subsidiary loses the licence it was formed to exploit: its purpose becomes impossible and it is in dissolution. / Not a cash cost.Ley Nº 1183/1985 Código Civil, Art. 1003, 1004 and 1005, 1985-12-18 official text · verified 2026-10-28

2. Early dissolution of an S.A. by meeting. Early dissolution, like a merger, transformation or capital return, requires an extraordinary shareholders meeting resolution adopted by the majority of voting shares, at first or second call, without plurality of votes; dissenters have a withdrawal right.
Cost to do it: Meeting, publication and notary costs, market priced.
Example: A foreign parent holding 60 percent of an S.A. can approve early dissolution alone. / Not a cash cost.Ley Nº 1183/1985 Código Civil, Art. 1091 and 1092, 1985-12-18 official text · verified 2026-10-28

3. EAS dissolution and the six month cure. An EAS dissolves on expiry of its term, impossibility of its purpose, the start of judicial liquidation, bylaw causes, decision of its governing body or sole member, order of a competent authority, or losses that make it economically impossible to pursue its purpose. Except on expiry of the term, dissolution takes effect from registration of the decision with the Ministry office in charge of the registry. The cause can be removed within six months to avoid dissolution. The legal representative, or a person appointed by the governing body, acts as liquidator under the Civil Code procedure.
Cost to do it: No registry fee set in the law; liquidator, accounting and notary fees are market priced.
Example: A sole member signs the dissolution of its EAS on 1 February and registers it on 10 February: dissolution runs from 10 February. / Not a cash cost.Ley Nº 6480/2020 Que crea la Empresa por Acciones Simplificadas (EAS), Art. 36, 37 and 38, 2020-01-08 official text · verified 2026-10-28

4. Liquidation mechanics. Once dissolved, the company is liquidated and survives only as far as liquidation requires: to finish pending business, to start new operations the liquidation needs and to manage, keep and sell its assets. Administrators hand over the company assets and documents and render accounts; liquidators and administrators sign an inventory showing assets and liabilities. Liquidators may sell assets en bloc and settle claims unless the partners decide otherwise, and represent the company in court. They are subject to the same obligations and liability as administrators. Unless the contract provides otherwise, liquidators are appointed by all partners or, failing agreement, by the judge, and may be removed by all partners or by the judge for just cause.
Cost to do it: Liquidator and accounting fees are market priced.
Example: A liquidator sells the plant as a going concern rather than piece by piece, which the Code allows unless the partners object. / Not a cash cost.Ley Nº 1183/1985 Código Civil, Art. 1006, 1007, 1008, 1009 and 1021, 1985-12-18 official text · verified 2026-10-28

5. No payouts before creditors. Liquidators cannot distribute company assets to partners, even partially, until company creditors are paid or the sums needed to pay them are set aside. If funds fall short, liquidators may call unpaid contributions and, within each partner's liability limit, further sums. Only irrevocably realised and liquid profits may be distributed; losses and gains are shared as agreed, or in proportion to contributions.
Cost to do it: Opportunity cost of holding back reserves for contingent claims.
Example: Assets of PYG 1,300,000,000, creditors of PYG 300,000,000: the liquidator must pay or reserve PYG 300,000,000 before any payout of the remaining PYG 1,000,000,000. / About US$51,122 reserved, US$170,407 distributable.Ley Nº 1183/1985 Código Civil, Art. 1010 and 1011, 1985-12-18 official text · verified 2026-10-28

6. Tax on the liquidation surplus. Surplus paid to shareholders is a distribution subject to IDU (15 percent nonresident, 8 percent resident) to the extent it comes from reserves and retained profits, under the reserves first order of withdrawal; contributed capital comes back without IDU. Goods awarded to owners or shareholders on closure, dissolution or final liquidation are a sale for IVA, and for IRE the difference between their market price and tax value is taxable income.
Cost to do it: IDU 15 percent on the profit and reserve slice; IVA and IRE on assets awarded in kind.
Example: Distributable surplus PYG 1,000,000,000, of which PYG 600,000,000 is contributed capital: IDU 15 percent on PYG 400,000,000 = PYG 60,000,000. / About US$170,407 paid out, US$10,224 IDU.Ley Nº 6380/2019 De modernización y simplificación del sistema tributario nacional, Art. 8 num. 3, 40, 43 and 81 num. 1 a), 2019-09-25 official text · verified 2026-10-28

7. EAS liquidation ends only with the closing balance. The liquidation is not complete until the closing balance is registered with the Ministry office in charge of the registry, which requires certificates from the competent authorities that no tax, labor or similar obligations are owed.
Cost to do it: Clearing every tax and labor debt is the real cost of the certificates.
Example: An EAS with an open IPS debt cannot register its closing balance until it is paid. / Not a cash cost beyond the debts.Ley Nº 6480/2020 Que crea la Empresa por Acciones Simplificadas (EAS), Art. 38, 2020-01-08 official text · verified 2026-10-28

8. Bankruptcy is still possible during liquidation. Companies in liquidation may seek a creditors' arrangement or be declared bankrupt, but an S.A. or S.R.L. cannot be declared bankrupt once its liquidation has ended.
Cost to do it: Court costs if insolvency proceedings are opened.
Example: A liquidator who finds liabilities above assets should consider the bankruptcy route rather than paying creditors selectively. / Not a cash cost.Ley Nº 154/1969 De Quiebras, Art. 5 and 6, 1969-12-09 official text · verified 2026-10-28

Entity	Dissolution decision	Liquidator	End point
S.A.	Extraordinary meeting, majority of voting shares (art. 1091)	As in bylaws, otherwise all partners or the judge (art. 1021)	Final balance and distribution; registry filings
S.R.L.	Partners per bylaws; general causes in art. 1003	As in bylaws, otherwise all partners or the judge (art. 1021)	Final balance and distribution; registry filings
EAS	Governing body or sole member, effective on registration (art. 36)	Legal representative or appointee (art. 38)	Closing balance registered with tax and labor clearance (art. 38)

Winding up by entity type (Código Civil, Ley 6480/2020)

Worked example

A foreign parent closes a solvent EAS with PYG 1,000,000,000 of surplus after creditors, PYG 600,000,000 of it contributed capital: IDU PYG 60,000,000, net remitted about US$160,182.

Step by step

Decide dissolution (meeting, partners or sole member) and register it.
Appoint the liquidator; administrators hand over assets, books and accounts; sign the opening inventory.
Notify the labor authority before ending employment and settle severance (see closing down and employees).
Collect receivables, sell assets, pay or reserve for all creditors.
File closing tax returns, communicate cessation to the tax authority within 30 days and request RUC cancellation.
Obtain tax and labor clearance, approve the final balance, withhold IDU on the profit slice and distribute; for an EAS register the closing balance.

Common traps

Paying shareholders before creditors exposes liquidators to the same liability as administrators.
Awarding assets in kind to the parent is taxed as a sale for IVA and at market value for IRE.
The reserves first rule means a liquidation surplus is taxed on reserves and profits before any contributed capital comes back.
An EAS liquidation without the registered closing balance is not finished; the entity and its obligations remain.

Sources

← Returning capital and capital reductionsClosing with the tax authority: cessation notice, closing returns and RUC cancellation →

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