Countries › Paraguay › Guide › 15. Exiting › Offshore indirect transfers: selling the foreign parent of a Paraguayan company

Offshore indirect transfers: selling the foreign parent of a Paraguayan company

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

Paraguay's nonresident tax on share sales is written for shares and quotas of companies constituted in Paraguay, and Ley 6380 has no look through rule that taxes a sale of the foreign holding company above them. The Paraguayan company still has to report the change of beneficial owner within 15 business days, and a large deal can need a competition filing. Resident individuals are different: their capital gains tax reaches shares in any entity, resident or not, that gives enjoyment of property in Paraguay.

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

Nonresident tax on offshore indirect share transfers	No specific rule; INR source covers shares of companies constituted in Paraguay Ley 6380/2019 art. 73 num. 4, as of 2026-10-28 · in force
IRP on resident individual's sale of foreign shares giving enjoyment of Paraguayan property	8 %Ley 6380/2019 art. 57 num. 5 and 60, as of 2026-10-28 · in force
Deadline to report beneficial owner and registry changes	15 business daysLey 6446/2019 art. 7, as of 2026-10-28 · in force

The rule

1. Source rule for nonresidents. For INR purposes Paraguayan source income includes capital gains from selling titles, shares and quotas of companies constituted in the Republic, together with gains from selling or leasing property located in the country. Ley 6380 contains no separate provision deeming the sale of a foreign entity that owns a Paraguayan company to be a sale of Paraguayan shares; the general source rule covers income from activities carried out, property located or rights used economically in Paraguay.
Cost to do it: No INR on a pure offshore share sale under the text of art. 73; deal costs abroad are market priced.
Example: A Delaware parent sells 100 percent of its Spanish subsidiary, which owns a Paraguayan S.A. The Paraguayan S.A.'s own shares do not change hands, so the INR share sale rule (15 percent on up to 30 percent of price) is not triggered by its text. / Compare a direct sale: on a US$2 million direct sale of the Paraguayan shares the INR could reach US$90,000 (4.5 percent of price).Ley Nº 6380/2019 De modernización y simplificación del sistema tributario nacional, Art. 73 (first paragraph and num. 4) and 75 num. 5, 2019-09-25 official text · verified 2026-10-28

2. Resident individuals: IRP reaches foreign holding shares tied to Paraguayan property. Capital gains of resident individuals include gains from selling rights, shares or holdings in an entity, resident or not, that give their holder enjoyment of movable or immovable property located in Paraguay. The rate is 8 percent, on the lower of 30 percent of the price or the documented gain.
Cost to do it: IRP 8 percent on the lower base.
Example: A resident individual sells shares of a Uruguayan company whose main asset is Paraguayan farmland for PYG 5,868,310,000 with no documented cost: IRP 8 percent of 30 percent = PYG 140,839,440. / About US$24,000 on a US$1 million sale (2.4 percent of price).Ley Nº 6380/2019 De modernización y simplificación del sistema tributario nacional, Art. 57 num. 5, 59 num. 1 and 60, 2019-09-25 official text · verified 2026-10-28

3. Beneficial owner change must be reported. Legal persons in Paraguay must register their beneficial owners, and any change in the registry information must be reported within 15 business days of the change. An upstream sale that changes who ultimately owns or controls the Paraguayan company is such a change. Until regularised, banks and other reporting entities cannot open accounts or process remittances for the entity, its RUC is blocked and fines of 50 to 500 daily minimum wages, or up to 30 percent of the profits to be distributed, apply.
Cost to do it: No fee in the law. Fines PYG 5,853,850 to PYG 58,538,500.
Example: Fine band at PYG 117,077 per daily minimum wage: PYG 5,853,850 to PYG 58,538,500. / About US$998 to US$9,975.Ley Nº 6446/2019 Que crea el registro administrativo de personas y estructuras jurídicas y el registro de beneficiarios finales, Art. 4, 5, 7, 8 and 9, 2019-11-29 official text · verified 2026-10-28

4. Competition control can still apply. Concentrations must be notified within ten business days of signing when the deal reaches a 45 percent share of a Paraguayan market or the parties' combined gross turnover in Paraguay exceeds 100,000 monthly minimum wages; an offshore deal that changes control of Paraguayan businesses meeting these tests should be checked.
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	Direct sale of Paraguayan shares	Sale of the foreign parent
INR for a nonresident seller	15% on lower of price less par or 30% of price	No specific rule in Ley 6380
Target company liability	Yes, when buyer and seller are both nonresident	No INR liability under the text
Share transfer report (Ley 5895)	5 + 5 business days	Paraguayan share register unchanged
Beneficial owner update (Ley 6446)	15 business days	15 business days if the ultimate owner changes

Direct versus indirect sale of a Paraguayan company (Ley 6380/2019, Ley 6446/2019)

Worked example

A US group sells its Panamanian holding, which owns a Paraguayan S.R.L., for US$5 million: no Paraguayan INR under the text of art. 73; the S.R.L. updates its beneficial owner filing within 15 business days.

Step by step

Map the chain: which entity's shares are sold and where it is constituted.
If only foreign shares change hands, confirm no Paraguayan seller or resident individual is involved (IRP art. 57 num. 5 could apply to them).
Check the competition thresholds for the Paraguayan businesses.
After closing, update the beneficial owner and legal representative data within 15 business days.

Common traps

Structuring a direct sale as indirect only works if the Paraguayan company's own shares really do not move; a later intragroup transfer of the Paraguayan shares is a direct sale.
Resident individuals cannot rely on the offshore route when the foreign entity gives enjoyment of Paraguayan property.
The beneficial owner update is easy to forget when nothing changes locally; a blocked RUC stops invoicing and banking.
Interpretation can change through regulation or practice; the text of Ley 6380 art. 8 num. 7 leaves share sale results for IRE to regulations.

Sources

← Selling shares or quotas of a Paraguayan companySelling listed shares and taking a company off the market →

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