Countries › Paraguay › Guide › 15. Exiting › Selling listed shares and taking a company off the market

Selling listed shares and taking a company off the market

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

Gains on securities traded through a regulated Paraguayan stock exchange are exempt from INR, IRE and IRP, which makes an exchange sale the cheapest exit route on paper. Holders of 10 percent or more must report every trade within five days, and anyone seeking control through a public offer must announce it and wait five business days before buying. Delisting needs an extraordinary shareholders meeting by majority of voting shares, gives dissenters a withdrawal right, and is reported to the Superintendencia de Valores within five days.

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

INR on gains from securities traded on a regulated Paraguayan exchange	Exempt Ley 6380/2019 art. 79 num. 4, as of 2026-10-28 · in force
Holding that triggers trade by trade reporting	10 %Ley 7572/2025 art. 65, as of 2026-10-28 · in force
Deadline for 10% holders to report a trade	5 daysLey 7572/2025 art. 65, as of 2026-10-28 · in force
Waiting period after public notice of a control offer	5 business daysLey 7572/2025 art. 66, as of 2026-10-28 · in force
Deadline to inform the Superintendencia after a delisting meeting	5 daysLey 7572/2025 art. 113, as of 2026-10-28 · in force

The rule

1. Exchange gains are tax exempt. Interest, returns and gains from trading securities through stock exchanges regulated by the securities regulator are exempt from the nonresident tax (INR), corporate income tax (IRE) and personal income tax (IRP). The law text still names the Comisión Nacional de Valores, whose functions now sit with the Superintendencia de Valores under Ley 7572/2025.
Cost to do it: No income tax on the gain; brokerage and exchange fees are market priced.
Example: A foreign fund sells listed shares through a Paraguayan exchange for PYG 5,868,310,000: INR on the gain is zero, against up to PYG 264,073,950 on an off market sale. / Up to US$45,000 saved on a US$1 million sale compared with the off market cap.Ley Nº 6380/2019 De modernización y simplificación del sistema tributario nacional, Art. 25 num. 1 g), 56 num. 10 and 79 num. 4, 2019-09-25 official text · verified 2026-10-28

2. 10 percent holders report every trade. Persons holding, directly or through others, 10 percent or more of an open capital issuer, or reaching that level, must report each acquisition or sale of its shares to the Superintendencia de Valores and to the exchanges where it is listed within five days of the transaction.
Cost to do it: Filing only; fines under the law are set in minimum wages.
Example: A 12 percent holder sells a 2 percent block on 10 March: the report is due within five days. / Not a cash cost when on time.Ley Nº 7572/2025 del Mercado de Valores y Productos, Art. 65, 2025-11-07 official text · verified 2026-10-28

3. Acquiring control through a public offer. Whoever seeks control of a supervised entity through a public offer must first inform the public of the price and conditions, notify the Superintendencia de Valores and the exchanges in writing, publish a notice in at least one national newspaper and wait five business days after publication before the acquisition can be completed. Breach does not void the deal but gives shareholders and affected third parties a damages claim.
Cost to do it: Newspaper notice and adviser fees, market priced.
Example: A notice published on Monday 2 November 2026 lets the purchase complete from Monday 9 November 2026. / Not a cash cost beyond advisers.Ley Nº 7572/2025 del Mercado de Valores y Productos, Art. 66, 2025-11-07 official text · verified 2026-10-28

4. Voluntary delisting. An open capital company that decides to withdraw from the public offering regime must put it expressly on the agenda of an extraordinary shareholders meeting, decided by the majority of voting shares without plurality of votes (Civil Code art. 1091). Where the withdrawal affects the shares, the notice must mention the dissenters' withdrawal right under Civil Code art. 1092. It cannot be resolved while publicly placed bonds remain unpaid, unless a bondholders meeting agrees. The Superintendencia de Valores must be informed within five days of the meeting and suspends the public offer authorisation automatically, then revokes the registration once the amended bylaws are registered.
Cost to do it: Cost of the meeting, notices and buying out dissenters at the last approved balance sheet value.
Example: Meeting on 1 December: report to the Superintendencia by 6 December; dissenting present shareholders must exercise withdrawal within five days, absent ones within fifteen days of the meeting's end. / Buyout cost depends on the last approved balance sheet, not market price, unless dissenters ask for a readjustment.Ley Nº 7572/2025 del Mercado de Valores y Productos; Ley Nº 1183/1985 Código Civil, Ley 7572 art. 112 and 113; Civil Code art. 1091 and 1092, 2025-11-07 official text · verified 2026-10-28

5. Dissolution, merger or bankruptcy of a listed company. Securities of an absorbed open capital company can trade until the merger takes effect and are then exchanged by the absorbing company. On other dissolutions, share registration is cancelled once the final balance and distribution plan are approved, and non convertible bonds once total repayment and interest are made available. A final bankruptcy declaration also cancels the public offer.
Cost to do it: No fee stated in these articles.
Example: Shares of a listed S.A. in voluntary liquidation stay registered until its final balance and distribution plan are approved. / Not a cash cost.Ley Nº 7572/2025 del Mercado de Valores y Productos, Art. 114, 115 and 116, 2025-11-07 official text · verified 2026-10-28

Worked example

A foreign investor exiting a listed Paraguayan bank stake of 15 percent: sells on the exchange (no INR), reports each trade within five days while above 10 percent, and receives the price through the free exchange market.

Step by step

Confirm the securities are traded through a regulated exchange; private placements and off market sales do not get the exemption.
Report trades within five days while at or above 10 percent.
For a control buyout, publish the offer, notify the regulator and exchanges and wait five business days.
For delisting, call an extraordinary meeting, mention the withdrawal right, report within five days and register the amended bylaws.

Common traps

The exemption is for trading through the exchange; an off market block trade between nonresidents is taxed as an ordinary share sale with the target liable.
The tax law still refers to the former Comisión Nacional de Valores; check the regulator's current rules for what counts as a regulated exchange trade.
Dissenters are bought out at the last approved balance sheet value unless they ask for a readjustment, which must be approved within three months.
Delisting is blocked while publicly placed bonds are outstanding unless bondholders approve.

Sources

← Offshore indirect transfers: selling the foreign parent of a Paraguayan companyReturning capital and capital reductions →

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.