Countries › Paraguay › Guide › 10. Capital markets and finance › Corporate bonds and securitization in Paraguay: board approved bonds, bondholder representatives, convertibles, bank subordinated bonds and securitization vehicles

Corporate bonds and securitization in Paraguay: board approved bonds, bondholder representatives, convertibles, bank subordinated bonds and securitization vehicles

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

Under Ley 7572/2025 an issuer's board may approve a bond issue without a shareholders' meeting unless the bylaws say otherwise, but every public bond needs a registered issuer, a contract with a bondholders' representative who cannot be related to the issuer, and early redemption only by lottery or another method that treats holders equally. Convertible bonds need an extraordinary shareholders' meeting, and banks issuing bonds need prior Superintendencia de Bancos approval, with subordinated bank bonds lasting at least four years. Securitization ring fences assets in a bankruptcy remote patrimonio autónomo managed by an exclusive purpose securitizadora, and public securitized notes must be rated by at least one rating agency.

USD figures use PYG 5,868.31 per US dollar, the Banco Central del Paraguay reference quotation for 28 October 2026. Fines tied to the minimum wage use PYG 3,044,000 per month and PYG 117,077 per daily jornal, in force from 1 July 2026 under Resolución MTESS Nº 670/2026. Conversions are for orientation only.

Key facts

Board may approve a bond issue without a shareholders' meeting	Yes, unless the bylaws provide otherwise Ley 7572/2025 art. 79, as of 2026-10-28 · in force
Bondholders' representative required for public bonds	Yes Ley 7572/2025 art. 80, as of 2026-10-28 · in force
Minimum term of bank subordinated bonds	4 yearsLey 861/96 art. 79, as of 2026-10-28 · in force
Public securitized notes must be rated	Yes, by at least one rating agency Ley 7572/2025 art. 187, as of 2026-10-28 · in force
Securitization vehicles can be declared bankrupt	No Ley 7572/2025 art. 199, as of 2026-10-28 · in force
Share of a securitizer's effective equity its own creditors may encumber or attach	50 %Ley 7572/2025 art. 193, as of 2026-10-28 · in force

The rule

1. Issuing bonds. Public offerings of debt may use bonds, notes, bills of exchange or other securities set by regulation, with the Civil Code rules on debentures applying where they do not conflict. Issuers must be authorized and registered. Unless the bylaws provide otherwise, the issuer's board may approve a bond issue without a prior shareholders' meeting, reporting it at the next meeting. Bond certificates must meet at least the Civil Code requirements for debentures and may be issued as global certificates for collective deposit. Early redemption may only be provided for by lottery or other mechanisms that ensure equal treatment of all holders. Bonds may be secured with any guarantee allowed by Paraguayan law; security interests must be registered and the registration shown to the Superintendencia de Valores before the placement period starts, a mortgage needs no acceptance by the creditors, and it can be released only on accounting certification of full repayment or unanimous bondholder consent plus Superintendencia approval. The BCP may regulate sustainable, thematic and sustainability linked bonds.
Cost to do it: Costs are registration, rating, the bondholders' representative fee and placement commissions, the last capped by regulation (art. 133); no amounts are set in the law.
Example: A Paraguayan S.A. can approve a PYG 30,000,000,000 secured bond programme by board resolution if its bylaws do not reserve it to the shareholders. / A US$5 million mortgage backed bond needs the mortgage registered and proof filed with the Superintendencia before placement starts.Ley Nº 7572/2025 Mercado de Valores y Productos, Art. 78 to 84, 2025-11-07 official text · verified 2026-10-28

2. The bondholders' representative and bondholder meetings. The issuer must appoint a bondholders' representative and sign a contract with it that meets regulatory requirements. Banks, finance companies, casas de bolsa and other entities allowed by regulation may act; persons related to the issuer may not, and a supervening incompatibility forces resignation and a meeting called by the Superintendencia. The representative defends the holders' collective rights with the powers of a general and special agent, any clause limiting its functions or liability is void, it may sue without a prior bondholder meeting, and it can be removed at any time without cause by the bondholders' meeting. The bondholders' meeting decides on any change to the terms of issue, including early redemption, extensions or conversion not foreseen in the issue.
Cost to do it: Representative's fee agreed by contract; not regulated in the law.
Example: An issuer cannot appoint its own bank lender's affiliate if that affiliate is a related person of the issuer. / Extending the maturity of a US$10 million bond needs a bondholders' meeting vote, not just a board decision.Ley Nº 7572/2025 Mercado de Valores y Productos, Art. 49, 80, 85, 201 and 203 to 206, 2025-11-07 official text · verified 2026-10-28

3. Convertible bonds and bonds without track record. Bonds convertible into shares can be issued only by an extraordinary shareholders' meeting, which sets the conversion terms and increases capital as needed; it may waive pre emption rights with the Civil Code art. 1091 majority, giving dissenters the art. 1092 withdrawal right. While convertibles are outstanding the company cannot return capital or forgive unpaid share calls unless holders are first offered conversion or all holders approve, and conversion ratios adjust for bonus issues, loss driven reductions and new cash capital. Companies with no or insufficient financial history may issue public bonds under specific regulation, but may then reduce capital only in proportion to bond repayments and may not change their object or name, dissolve early or sell their main assets.
Cost to do it: Cost of the extraordinary meeting and, if pre emption is waived, of dissenters exercising withdrawal rights.
Example: A start up project company may issue public bonds without history, but it must then keep its main assets until the bonds are repaid. / A US$3 million green project bond by a new special purpose company locks in its object and assets for the bond's life.Ley Nº 7572/2025 Mercado de Valores y Productos, Art. 86 to 90, 2025-11-07 official text · verified 2026-10-28

4. Bonds issued by banks and finance companies. Financial entities need prior authorization from the Superintendencia de Bancos to issue bonds, but need not grant specific guarantees for them. Subordinated bonds must have a term of at least four years, must be issued by public offering, cannot be prepaid or redeemed by lottery, may be in local or foreign currency, convert into shares when needed to restore minimum capital or capital losses, and rank as subordinated in a liquidation. Under Ley 7572/2025, banks authorized to issue bonds must meet both their own rules and the securities law.
Cost to do it: No fee in the law; the Superintendencia de Bancos authorization comes on top of the securities registration.
Example: A Paraguayan bank issuing Tier 2 subordinated bonds must set a term of at least four years and accept conversion into shares if its capital falls short. / Foreign investors buying a US$20 million subordinated bank bond take conversion risk if the bank needs to restore capital.Ley Nº 861/96 General de Bancos, Financieras y otras Entidades de Crédito; Ley Nº 7572/2025 Mercado de Valores y Productos, Ley 861/96 art. 78 and 79; Ley 7572/2025 art. 78, 1996-06-24 official text · verified 2026-10-28

5. Securitization. Securitization groups present or future cash generating assets in a patrimonio autónomo that issues securities for public or private offering, and the exclusive source of payment is the cash flow of those assets. Securitized notes give holders a pledge over the vehicle, whose creditors are only the noteholders and the service providers. Public securitizations need prior registration of the vehicle and its issue contract, and the notes must be rated by at least one rating agency; private securitizations are limited to qualified, accredited or institutional investors and need no registration. Securitizers are exclusive purpose sociedades anónimas with the word Securitizadora in their name, a regulatory minimum capital and liquid assets to answer for their obligations, at most 50 percent of whose effective equity can be affected by liens or attachments by their own creditors. Each vehicle keeps its own accounts, tax registration and tax payments; a securitizer's bankruptcy does not reach the vehicles, which cannot be declared bankrupt. Originator receivables can be transferred to the securitizer by simple endorsement.
Cost to do it: Rating fee for at least one rating agency, external audit of each vehicle (art. 195), securitizer fee and registration; minimum capital set by regulation.
Example: A consumer lender can sell a PYG 20,000,000,000 portfolio to a securitizer by endorsing the promissory notes, and investors are paid only from the portfolio's collections. / A US$15 million toll road receivables securitization survives the securitizer's insolvency because the vehicle cannot be declared bankrupt.Ley Nº 7572/2025 Mercado de Valores y Productos, Art. 180 to 199, 2025-11-07 official text · verified 2026-10-28 · changed: Ley 7572/2025 art. 329 repealed the earlier securitization, rating agency and fund laws and placed securitization in Title VIII of the new securities law.

Instrument	Who approves	Key condition	Norm
Ordinary corporate bond	Board, unless bylaws say otherwise	Registered issuer, bondholders' representative, equal treatment on redemption	Ley 7572/2025 art. 78 to 85
Convertible bond	Extraordinary shareholders' meeting	Conversion terms and capital increase; adjustment of ratios	Ley 7572/2025 art. 86 to 88
Bond without track record	Issuer under special regulation	No capital cut, object change or sale of main assets	Ley 7572/2025 art. 89 and 90
Bank bond	Superintendencia de Bancos plus securities registration	No specific guarantee needed	Ley 861/96 art. 78
Bank subordinated bond	Superintendencia de Bancos	At least 4 years, public offering, convertible to restore capital	Ley 861/96 art. 79
Securitized note	Securitizer, vehicle registered	Rated by at least one agency; paid only from the assets	Ley 7572/2025 art. 180 to 199

Debt instruments compared

Worked example

A Paraguayan logistics company issues a PYG 29,341,550,000 (US$5 million) five year bond on the local exchange: its board approves the programme (art. 79), it hires a casa de bolsa as bondholders' representative (art. 80 and 201), registers a mortgage over its warehouse and shows the registration to the Superintendencia before the placement period (art. 83), and provides for early redemption only by lottery (art. 82). Interest paid to foreign investors on bonds traded through a registered exchange may fall within the INR exemption of Ley 6380/2019 art. 79 num. 4, whose text still refers to the former Comisión Nacional de Valores; confirm with DNIT.

Step by step

1. Check the bylaws: if they do not reserve bond issues to the shareholders, a board resolution is enough (art. 79); convertibles always need an extraordinary meeting (art. 86).
2. Register as issuer and register the bond or programme; obtain the rating and appoint an unrelated bondholders' representative.
3. Perfect and register any security interest and file proof with the Superintendencia before the placement period.
4. Draft redemption clauses that treat all holders equally (lottery or pro rata) and set the bondholder meeting rules in the issue contract.
5. For a securitization, set up or hire a licensed securitizadora, transfer the assets by endorsement, register the vehicle and get the rating.
6. Review the tax treatment for local and foreign holders with DNIT before launch.

Common traps

The INR exemption in Ley 6380/2019 art. 79 num. 4 still refers to exchanges regulated by the Comisión Nacional de Valores, which no longer exists; obtain DNIT confirmation for the specific bond.
Clauses limiting the bondholders' representative's duties or liability are void (art. 203).
A mortgage securing public bonds cannot be released by the issuer and the representative alone; it needs proof of full repayment or unanimous holders plus Superintendencia consent (art. 83).
Issuers using the no track record route lose flexibility: no capital reduction beyond repayments, no change of object or name, no early dissolution and no sale of main assets (art. 90).
Bank subordinated bonds cannot be prepaid or called by lottery (Ley 861/96 art. 79), so refinancing them early is not possible.

Sources

← Public offerings and listings in Paraguay: registration with the Superintendencia de Valores, SAECA companies, foreign issuers and cross listings, and delistingInvestment funds and fund managers in Paraguay: mutual funds, closed end funds, private equity and venture funds, and the AFPISA manager →

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