Countries › Paraguay › Guide › 10. Capital markets and finance › Public offerings and listings in Paraguay: registration with the Superintendencia de Valores, SAECA companies, foreign issuers and cross listings, and delisting

Public offerings and listings in Paraguay: registration with the Superintendencia de Valores, SAECA companies, foreign issuers and cross listings, and delisting

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

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

Under Ley 7572/2025, in force since 8 November 2025, securities may be offered to the public only when both the issuer and the securities are registered in the Registro Público del Mercado de Valores y Productos kept by the Superintendencia de Valores of the Banco Central del Paraguay (BCP), and offering unregistered securities is a crime punishable by up to five years in prison. A company that offers its shares to the public becomes a Sociedad Anónima Emisora de Capital Abierto (SAECA) with book entry shares, free transferability and minority protections, while foreign companies already listed abroad can register and offer securities locally without incorporating in Paraguay. Leaving the market needs an extraordinary shareholders' meeting, a withdrawal right for dissenters and bondholder consent while public bonds are outstanding.

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

Registration of issuer and securities required before a public offering	Yes Ley 7572/2025 art. 20, as of 2026-10-28 · in force
Superintendencia de Valores term to register securities on a complete file (delegated cases)	20 business daysLey 7572/2025 art. 18, as of 2026-10-28 · in force
BCP Board term to decide an authorization to operate after a complete file	3 monthsLey 7572/2025 art. 16, as of 2026-10-28 · in force
Foreign issuers may offer securities locally without incorporating	Yes, with BCP authorization and registration Ley 7572/2025 art. 74 and 76, as of 2026-10-28 · in force
Local issues may be governed by foreign law and courts	Yes, if stated in the prospectus Ley 7572/2025 art. 75, as of 2026-10-28 · in force
Maximum votes per share in a SAECA	5 votesLey 7572/2025 art. 98, as of 2026-10-28 · in force
Default term to pay dividends after the approving meeting	60 daysLey 7572/2025 art. 111, as of 2026-10-28 · in force
Maximum prison for a public offering of unregistered securities	5 yearsLey 7572/2025 art. 321, as of 2026-10-28 · in force

The rule

1. Registration before any public offering. Only the BCP, through the Superintendencia de Valores where delegated, may authorize the operations, acts and activities covered by the law. Supervised persons may operate only from their registration in the Registro Público del Mercado de Valores y Productos, and a public offering of securities may be made only when the securities and their issuer are both registered; general exceptions and waivers for certain offerings are left to regulation. The BCP Board decides applications to operate within three months of a complete file, and an authorization lapses after one year if operations do not start. Where the power is delegated, the Superintendencia has 30 business days to authorize a supervised person and 20 business days to register securities or public funds, counted from a complete file and suspended while it asks for more information. The register is public.
Cost to do it: Registry and service fees may be set by the BCP Board under art. 14, with reductions or exemptions to promote the market; the amounts are not in the law and are not reproduced here.
Example: A Paraguayan S.A. planning a share offering registers itself as issuer and then registers the shares; on a delegated file the Superintendencia has 20 business days for the securities once the file is complete. / A US$10 million equity raise cannot be marketed to the public before both registrations are in place.Ley Nº 7572/2025 Mercado de Valores y Productos, Art. 15, 16, 18, 19 and 20, 2025-11-07 official text · verified 2026-10-28

2. What a security and a public offering are. A public offering is one directed at the public in general or at certain sectors or specific groups of it; regulation may define offerings that are not public by reference to the number and type of investors, the means used and the amount. Securities are instruments representing credit, ownership, participation or subscription rights, or linked to money payments, that can be traded in the market, including shares, bonds, notes, certificates of deposit, fund units, collective investment agreements in projects with an expectation of profit, negotiable rights used to raise funds from the public, and instruments issued, registered, transferred or stored with distributed ledger or similar technology. The BCP Board may widen or narrow the definition.
Cost to do it: No fee; classification decides whether registration costs apply.
Example: A token sold online to Paraguayan retail investors promising a share of a project's profits is a security under art. 73 and needs registration before it is offered. / A US$500,000 tokenized note offered to the public is treated like any other security.Ley Nº 7572/2025 Mercado de Valores y Productos, Art. 71, 72 and 73, 2025-11-07 official text · verified 2026-10-28

3. Foreign issuers, cross listings and foreign law. The BCP may authorize legal persons incorporated abroad and registered in markets regulated by recognised foreign authorities to issue securities locally through a public offering in Paraguay without incorporating in the country, subject to the legal, financial and contractual disclosure set by regulation and registration of the issue. Foreign companies that want to offer in Paraguay securities already listed abroad (cross listing) register those securities without incorporating; the Superintendencia may require extra transparency, jurisdictional risk warnings and continuous disclosure. Issues made in Paraguay, by local or foreign issuers, may be governed by foreign law and submitted to foreign courts as regulation allows, which must be stated in the prospectus. Registered issuers that want to offer securities abroad must file the corresponding information with the Superintendencia.
Cost to do it: Costs are the registration, disclosure and local placement agent; no extra fee is set in these articles.
Example: A company listed in São Paulo can register its shares for cross listing in Asunción without opening a Paraguayan subsidiary. / A foreign issuer can place a US$20 million local bond governed by New York law if the prospectus says so expressly.Ley Nº 7572/2025 Mercado de Valores y Productos, Art. 74, 75, 76 and 77, 2025-11-07 official text · verified 2026-10-28 · changed: New in Ley 7572/2025 (promulgated and published 7 November 2025): foreign issuer local offerings without incorporation, regulated cross listing and express choice of foreign law and courts.

4. SAECA status. Companies that offer their shares to the public with authorization are Sociedades Anónimas Emisoras de Capital Abierto and may use the words or the acronym SAECA after registration; issuers of other securities may not use the name but follow the rest of the regime unless excluded. Companies in creditor proceedings, regularization or liquidation may not offer securities. Shares are book entry, kept at a central securities depository (caja de valores) whose register replaces the share register book of Ley 1034/1983 and satisfies the share transparency filing of Ley 5895/2017 art. 5. Shares may carry one vote or up to five votes each (new multiple vote shares need a two thirds majority of voting shares) and preferred shares have at most one vote; transfers cannot be restricted by the bylaws and take effect from registration; the list of shareholders entitled to vote is fixed three business days before each meeting; directors, syndics, managers and employees cannot act as proxies. Unless the meeting sets another term, dividends are paid within 60 days of the meeting that approved them. The capital minimum for SAECA status is set by regulation, and SAECAs may deduct bad debt provisions of up to 15 percent of the outstanding portfolio for income tax.
Cost to do it: Minimum paid in capital for a SAECA is fixed by BCP regulation under art. 95 and is not reproduced here; depository fees are set by the caja de valores within Superintendencia limits.
Example: A family company that lists 30 percent of its shares can keep control by giving the founders shares with five votes each, approved by two thirds of the voting shares, as long as those shares carry no economic preference. / Dividends declared on a US$1 million payout must reach shareholders within 60 days of the meeting unless the meeting fixes another term.Ley Nº 7572/2025 Mercado de Valores y Productos, Art. 91, 92, 94, 95, 96, 98, 99, 101 to 103, 107, 108, 111, 323 and 324, 2025-11-07 official text · verified 2026-10-28

5. Leaving the public market. A SAECA that wants to withdraw voluntarily from the public offering regime must put it as an express item at an extraordinary meeting, with the majority and plurality of votes of Civil Code art. 1091; if the withdrawal affects the shares, the notice must mention the dissenters' withdrawal right under Civil Code art. 1092. The meeting cannot approve the withdrawal while bonds placed by public offering remain unpaid unless a bondholders' meeting agrees. The Superintendencia must be told within 5 days of the meeting and immediately suspends the authorization to offer; it revokes the issuer authorization and cancels the registration once the amended bylaws are filed. Registration of shares is also cancelled on approval of the final liquidation balance, of non convertible bonds once full repayment is made available, and of any offering on a final bankruptcy declaration.
Cost to do it: Cost of buying out dissenting shareholders who exercise the withdrawal right.
Example: A listed company with a public bond outstanding cannot delist until the bondholders' meeting consents or the bond is repaid. / Planning a take private of a US$50 million listed company should include the price of dissenters' withdrawal rights.Ley Nº 7572/2025 Mercado de Valores y Productos, Art. 112, 113, 115 and 116, 2025-11-07 official text · verified 2026-10-28

6. Penalties for unregistered offerings. Prison of up to five years or a fine applies to anyone who makes a public offering of securities that are not registered or whose registration was cancelled, offers in breach of a suspension or cease order, operates without authorization and registration, uses restricted terms of the law without authorization or knowingly gives false information to the BCP, the Superintendencia, an exchange or the public; disqualification of 5 to 10 years from management posts may be added. Administratively, legal persons face for serious faults a fine of 20 to 50 percent of the transaction or of 101 to 5,000 monthly minimum wages, suspension of up to two years, limits on operations for up to five years or revocation, and the Superintendencia may cancel a registration obtained or kept with false information.
Cost to do it: Fine for a serious fault by a legal person: PYG 307,444,000 (US$52,391) to PYG 15,220,000,000 (US$2.59 million), or 20 to 50 percent of the transaction.
Example: An unregistered online offering of investment contracts to Paraguayan savers exposes its promoters to criminal charges under art. 321. / On a US$2 million unregistered offering the administrative fine alone can reach US$1 million (50 percent).Ley Nº 7572/2025 Mercado de Valores y Productos, Art. 316, 319, 321 and 322, 2025-11-07 official text · verified 2026-10-28

Step	Rule	Term	Norm
Issuer authorization	BCP Board, or Superintendencia if delegated	3 months (Board) or 30 business days (delegated)	Art. 16 and 18
Registration of the securities	Registro Público del Mercado de Valores y Productos	20 business days on a complete file	Art. 18 and 20
Advertising and prospectus	Notified to the Superintendencia before use; no misleading claims	Before publication	Art. 62 to 64
Trading	Through a casa de bolsa on a registered exchange	From listing	Art. 126 and 207
Continuous disclosure	Material facts to the Superintendencia, exchanges and public	As set by regulation	Art. 61
Delisting	Extraordinary meeting, withdrawal right, bondholder consent if bonds outstanding	Report within 5 days	Art. 112 and 113

Listing roadmap under Ley 7572/2025

Worked example

A Paraguayan agribusiness S.A. raising PYG 58,683,100,000 (US$10 million) in new shares: it registers as issuer and the shares as securities, converts its shares to book entry form at a caja de valores, adopts SAECA bylaws with the minority protections the BCP requires, notifies the Superintendencia of its prospectus and advertising before use, and places the shares through a casa de bolsa. Founders can keep up to five votes per share in a separate class. Once listed, holders of 10 percent or more report every trade within five days (art. 65).
A Chilean listed company cross listing its shares: it registers the shares in Asunción without incorporating (art. 76), meets any additional transparency and jurisdictional risk warnings the Superintendencia sets, and may keep Chilean law and courts if the prospectus says so (art. 75).

Step by step

1. Confirm the instrument is a security under art. 73 and whether the offering is public under art. 71 or fits a regulatory exemption (art. 72).
2. Prepare the issuer file: governance, beneficial owner verification, technology and risk policies (art. 15 and 24), audited statements and rating where required.
3. File for issuer authorization and registration; diarise 3 months (Board) or 30 business days (delegated), suspended by information requests.
4. File the securities registration (20 business days) and notify the Superintendencia of the prospectus and any advertising before use (art. 63).
5. Appoint a casa de bolsa and the caja de valores, and set up material fact and shareholding reporting.
6. Check the BCP regulations issued under art. 327 and the surviving former CNV rules (art. 328) for fees, forms and capital minimums.

Common traps

Older documents citing Ley 5810/2017 or the Comisión Nacional de Valores are out of date; Ley 7572/2025 art. 329 repealed those laws, and earlier regulations survive only where consistent with the new law (art. 328).
Using the word SAECA, or other restricted terms, without authorization is a crime under art. 321, not just an administrative fault.
SAECA bylaws cannot restrict share transfers (art. 103), so shareholder agreements with lock ups or rights of first refusal work only contractually.
Multiple vote shares cannot carry economic preferences (art. 98), and preferred shares get voting rights when preferred dividends are in arrears or the shares are delisted (art. 99).
A company in creditor proceedings, regularization or liquidation cannot make any public offering (art. 92).

Sources

← Deposit guarantee and bank resolution in Paraguay: the 75 minimum wage cover, quarterly contributions, regularization plans and why banks cannot go bankruptCorporate bonds and securitization in Paraguay: board approved bonds, bondholder representatives, convertibles, bank subordinated bonds and securitization vehicles →

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.