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Selling shares or quotas of a Paraguayan company

Argentina. For full detail on Argentina, go to The Argentine Thread.

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

A foreign seller of shares or quotas in a Paraguayan company pays 15 percent nonresident tax (INR) on a deemed gain that is the lower of price less par value or 30 percent of the price, so at most 4.5 percent of the price. When buyer and seller are both nonresidents the Paraguayan company itself is liable for that tax, and every share transfer must be reported to the company and then to the Ministry within five plus five business days. S.R.L. quotas need the consent of the other partners, and large deals may need a competition filing within ten business days of signing.

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 (INR) on sale of Paraguayan shares	15 %Ley 6380/2019 art. 76, as of 2026-10-28 · in force
Deemed gain on share sale (lower of price less par or this share of price)	30 %Ley 6380/2019 art. 75 num. 5, as of 2026-10-28 · in force
Maximum effective INR on share sale price	4.5 %Ley 6380/2019 art. 75 num. 5 and 76, as of 2026-10-28 · in force
IRP on capital gains of resident individuals (shares)	8 %Ley 6380/2019 art. 60, as of 2026-10-28 · in force
Share transfer notice: buyer to company, then company to Ministry	5 + 5 business daysLey 5895/2017 art. 5, 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
Consent to assign S.R.L. quotas to outsiders (more than five partners)	75% of capital Código Civil art. 1166, as of 2026-10-28 · in force
S.R.L. seller's joint liability for company debts after registered assignment	2 yearsCódigo Civil art. 1165, as of 2026-10-28 · in force
Merger control notification deadline after signing	10 business daysLey 4956/2013 art. 14 and 38, as of 2026-10-28 · in force
Merger control turnover threshold (combined, Paraguay)	100000 monthly minimum wagesLey 4956/2013 art. 14 num. 1 b, as of 2026-10-28 · in force

The rule

1. Nonresident seller: INR at 15 percent on a deemed gain. Gains from selling shares or quotas of companies constituted in Paraguay are Paraguayan source income of a nonresident. The net income is fixed by law, without contrary proof, as the lower of (a) the sale price less the par value of the shares or (b) 30 percent of the sale price. The INR rate is 15 percent, the INR itself is not deductible in computing it and the payment is single and final. The obligation arises when the funds are made available, remitted or paid, whichever comes first.
Cost to do it: Tax only: 15 percent of the deemed gain, never more than 4.5 percent of the price. Share purchase agreement, notary and adviser fees are market priced.
Example: Price PYG 11,736,620,000, par value PYG 2,000,000,000. Price less par PYG 9,736,620,000; 30 percent of price PYG 3,520,986,000; the lower is the deemed gain, PYG 3,520,986,000. INR PYG 528,147,900. / About US$2,000,000 price, US$90,000 INR (4.5 percent of the price), whatever the seller's real cost.Ley Nº 6380/2019 De modernización y simplificación del sistema tributario nacional, Art. 72, 73 num. 4, 74, 75 num. 5, 76 and 77, 2019-09-25 official text · verified 2026-10-28

2. Who pays when both sides are abroad: the target. In transfers of shares or quotas of companies constituted in Paraguay between nonresident individuals or entities, the Paraguayan issuing company is responsible for paying the seller's INR, and the obligation arises on the date of the operation or contract. In other cases, the resident payer (for example a resident buyer) acts as withholding agent and is jointly liable. The tax authority may also designate notaries and other intermediaries as withholding agents.
Cost to do it: No separate fee; the target bears the cash flow and the liability unless the purchase agreement shifts it back to the seller.
Example: Two foreign holdings sign a sale of the Paraguayan target on 1 March: the target owes the seller's INR of PYG 528,147,900 from that date, even if the price is paid offshore. / About US$90,000 sits as a liability of the company the buyer is acquiring unless funded by the seller through a holdback or escrow.Ley Nº 6380/2019 De modernización y simplificación del sistema tributario nacional, Art. 77, 2019-09-25 official text · verified 2026-10-28

3. Resident sellers. A resident individual pays personal income tax (IRP) at 8 percent on capital gains from selling shares or quotas; the net gain is presumed to be the lower of 30 percent of the sale price or the price less documented purchase cost and selling expenses (or capital actually contributed), and the documented route is only available with invoices or registered deeds. A resident company includes the result of selling shares or quotas in its corporate income tax (IRE) base at 10 percent.
Cost to do it: IRP 8 percent of the lower base; IRE 10 percent of the actual result for a company.
Example: A resident individual sells for PYG 11,736,620,000 shares bought for a documented PYG 9,000,000,000: gain PYG 2,736,620,000 is below 30 percent of price, so IRP is 8 percent of PYG 2,736,620,000 = PYG 218,929,600. / About US$37,307 of IRP on a US$2,000,000 sale.Ley Nº 6380/2019 De modernización y simplificación del sistema tributario nacional, Art. 8 num. 7, 21, 57, 59 num. 1 and 60, 2019-09-25 official text · verified 2026-10-28

4. Report every share transfer. The buyer must notify the company of any share transfer within five business days, with at least name, identity card or RUC and domicile (the seller may also notify), and the company must report it within five business days of that notice. Shares of all share companies are registered (nominativas) and transfer as registered securities. Ley 6446/2019 moved the authority of Ley 5895 from the Abogacía del Tesoro to the Ministry's Dirección General de Personas y Estructuras Jurídicas y de Beneficiarios Finales. Breaches carry fines of 50 to 500 daily minimum wages. Listed issuers report through their supervisor instead.
Cost to do it: No filing fee stated in the law. Fine range PYG 5,853,850 to PYG 58,538,500.
Example: At PYG 117,077 per daily minimum wage the fine band is PYG 5,853,850 to PYG 58,538,500. / About US$998 to US$9,975.Ley Nº 5895/2017 Que establece reglas de transparencia en el régimen de las sociedades constituidas por acciones; Ley Nº 6446/2019 Que crea el registro administrativo de personas y estructuras jurídicas y el registro de beneficiarios finales, Ley 5895 art. 5, 6, 8 and 11 (Civil Code art. 1070); Ley 6446 art. 14 b), 2017-10-05 official text · verified 2026-10-28

5. Update the beneficial owner registry. Any change in the information held in the administrative registry of legal persons and in the beneficial owner registry must be reported within 15 business days of the change. Until a missing filing is made, the entity cannot open accounts or remit funds through banks and other reporting entities, its RUC is blocked and its filings with the authority are suspended; fines are 50 to 500 daily minimum wages or up to 30 percent of the profits or dividends to be distributed.
Cost to do it: Filing in the Ministry's system; no fee stated in the law.
Example: A sale that changes the ultimate owner on 2 June must be reflected in the registry within 15 business days; failure risks a fine of PYG 5,853,850 to PYG 58,538,500 and a RUC block that stops dividend payments. / About US$998 to US$9,975, or up to 30 percent of the next distribution.Ley Nº 6446/2019 Que crea el registro administrativo de personas y estructuras jurídicas y el registro de beneficiarios finales, Art. 7, 8 and 9, 2019-11-29 official text · verified 2026-10-28

6. S.R.L. quotas are not freely transferable. Quotas cannot be assigned to outsiders without the consent of partners holding three quarters of the capital when there are more than five partners, or unanimity when there are five or fewer; transfers between partners are free unless the bylaws say otherwise. The seller notifies the other partners, who have fifteen days to object (silence is consent). If they refuse, a judge may authorise the transfer; partners, and then the company, have ten days to buy instead and may contest the price by expert valuation. The selling partner remains jointly liable with the buyers for company obligations contracted up to two years after the assignment is registered.
Cost to do it: Notary and registry costs are market priced; no tax on the consent itself.
Example: A foreign partner in a four partner S.R.L. needs all three others to agree to sell to an outsider; if one objects, court authorisation and a ten day preemption window follow. / Timing risk rather than cash: allow at least fifteen days for the partner response plus any court stage.Ley Nº 1183/1985 Código Civil, Art. 1163, 1165, 1166, 1167, 1168, 1169, 1170 and 1171, 1985-12-18 official text · verified 2026-10-28

7. EAS share transfers. The bylaws of an EAS may prohibit transfers of its shares for up to five years from issue (extendable only by unanimous vote of all shareholders) and may require prior approval by the governing body; transfers in breach of the bylaws are voidable at the request of the other members. If the bylaws are silent, the transfer must be notified to the company and recorded in the share register to be effective against third parties, and it must still meet the share company reporting rules.
Cost to do it: No fee in the law; register entry and notices are internal.
Example: A founder lock up written into EAS bylaws at incorporation in 2024 blocks a sale until 2029 unless all shareholders vote to lift it. / Not a cash cost; check the bylaws before signing a term sheet.Ley Nº 6480/2020 Que crea la Empresa por Acciones Simplificadas (EAS), Art. 16, 17 and 18, 2020-01-08 official text · verified 2026-10-28

8. Competition filing for large deals. A concentration must be notified to the competition authority (CONACOM) within ten days of the written agreement, the publication of the offer or the acquisition of a controlling stake when the deal creates or increases a market share of 45 percent or more, or when the parties' combined gross turnover in Paraguay in the last financial year exceeds 100,000 monthly minimum wages. The authority must decide within 90 days, after which the deal is deemed approved; all time limits in the law are business days. A review fee of 0.005 to 0.1 percent of the transaction value in Paraguay applies, lower for larger deals.
Cost to do it: Review fee 0.005 to 0.1 percent of the transaction value in Paraguay, plus counsel.
Example: Turnover threshold: 100,000 x PYG 3,044,000 = PYG 304,400,000,000. Fee on a PYG 58,683,100,000 deal: PYG 2,934,155 to PYG 58,683,100. / Threshold about US$51,871,834. Fee on a US$10 million deal: US$500 to US$10,000.Ley Nº 4956/2013 De Defensa de la Competencia, Art. 14, 27 and 38, 2013-05-29 official text · verified 2026-10-28

Seller	Tax	Base	Who pays
Nonresident (individual or company)	INR 15%	Lower of price less par or 30% of price	Resident payer withholds; target company if both parties are nonresident
Resident individual	IRP 8%	Lower of 30% of price or documented gain	Seller, in the annual IRP return
Resident company	IRE 10%	Actual result of the sale	Seller, in the annual IRE return
Any seller, through a regulated stock exchange	Exempt	Not applicable	Not applicable

Tax on a share sale by seller type (Ley 6380/2019)

Worked example

US$2 million sale of a Paraguayan S.A. between two foreign holdings, par value PYG 2,000,000,000: INR PYG 528,147,900 (about US$90,000), payable through the target; net to seller before costs about US$1,910,000.
Reference: PYG 5,868.31 per US dollar (BCP, 28 October 2026).

Step by step

Read the bylaws: EAS lock ups and approval clauses, S.R.L. consent majorities and any preemption rights.
Check the competition thresholds (45 percent share or 100,000 monthly minimum wages turnover); if met, plan the filing within ten business days of signing.
Compute INR on the lower of price less par value or 30 percent of price and agree who funds it; where both parties are nonresident, build a holdback or escrow because the target is liable.
Sign, then the buyer notifies the company within five business days and the company reports to the Ministry within five more.
Update the beneficial owner registry within 15 business days and update the RUC legal representative if management changes.
Pay the INR in the form and term set by the tax authority and keep the receipt in the closing file.

Common traps

A nonresident to nonresident deal signed offshore still creates an INR liability for the Paraguayan target from the contract date.
Par value matters: with high par value, the price less par route can give a lower base than 30 percent of price; with low par value, the 30 percent cap applies.
Missing the beneficial owner update blocks the company's RUC and its banking, which stops the next dividend.
S.R.L. sellers stay jointly liable for two years after the assignment is registered; buyers should still run full diligence because the seller's guarantee is only as good as the seller.
Merger control time limits are counted in business days and run from signing, not closing.
Paraguay has no comprehensive double tax treaty with Argentina (DNIT treaty list); an Argentine seller bears full INR, and any relief is on the Argentine side.

Sources

← Exiting Paraguay: dividends out, selling your shares and closing the companyOffshore indirect transfers: selling the foreign parent of a Paraguayan company →

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