Countries › Paraguay › Guide › 3. Investing › Acquiring a Paraguayan company: merger control, share transfer reporting, the 15 percent INR on share sales, employees and licences

Acquiring a Paraguayan company: merger control, share transfer reporting, the 15 percent INR on share sales, employees and licences

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

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

Buying a Paraguayan company needs no foreign investment approval, but a deal that reaches 45 percent of a market or combined Paraguayan turnover above 100,000 monthly minimum wages (about PYG 304,400 million or US$51.9 million) must be notified to the competition authority CONACOM within 10 days of signing; CONACOM has 90 days and silence means approval. A non resident seller of shares pays 15 percent INR on a deemed gain capped at 30 percent of the price (at most 4.5 percent of price), and if both sides are non residents the target company answers for it. Share transfers must be reported to the company and the Treasury Attorney within 5 business days each, employees transfer automatically with six months of joint liability, and telecom licences need prior regulator approval.

USD figures use PYG 5,868.31 per US dollar, the Banco Central del Paraguay reference quotation for 28 October 2026, retrieved on the verification date. Conversions are for orientation only.

Key facts

General prior approval or screening of foreign investment	None; national treatment and no prior authorization textLey 117/91 art. 2 and 4, as of 2026-10-28 · in force
Combined Paraguayan gross turnover threshold for merger notification	100000 monthly minimum wagesLey 4956/2013 art. 14.1 b, as of 2026-10-28 · in force
Combined turnover threshold at the July 2026 monthly minimum wage	304400000000 PYGLey 4956/2013 art. 14.1 b; Res. MTESS 670/2026 art. 1, as of 2026-10-28 · in force
Market share that triggers notification	45 %Ley 4956/2013 art. 14.1 a, as of 2026-10-28 · in force
Deadline to notify after signing	10 daysLey 4956/2013 art. 14.1, as of 2026-10-28 · in force
Review period after a complete filing	90 daysLey 4956/2013 art. 14.3, as of 2026-10-28 · in force
Effect of no decision within the review period	Tacit authorisation textLey 4956/2013 art. 14.5, as of 2026-10-28 · in force
Is filing suspensory	No; filing is due within 10 days after signing textLey 4956/2013 art. 14.1, as of 2026-10-28 · in force
Maximum fine as share of gross sales in the affected market over 12 months	20 %Ley 4956/2013 art. 63 c, as of 2026-10-28 · in force
Notice of share transfers: buyer to company, then company to Abogacía del Tesoro	5 + 5 business daysLey 5895/2017 art. 5, as of 2026-10-28 · in force
INR rate on share sale gains of non residents	15 %Ley 6380/2019 art. 73 num. 4 and 76, as of 2026-10-28 · in force
Maximum deemed net income on a share sale	30 % of sale priceLey 6380/2019 art. 75 num. 5, as of 2026-10-28 · in force
Gains on securities traded on regulated stock exchanges	Exempt from INR textLey 6380/2019 art. 79 num. 4, as of 2026-10-28 · in force
Joint liability of former employer after a change of employer	6 monthsCódigo del Trabajo art. 28, as of 2026-10-28 · in force
BCP reference rate	5868.31 PYG per USDBCP reference quotation, as of 2026-10-28 · in force

The rule

1. No investment approval. Foreign investors and the companies they hold have the same rights and obligations as national investors, and private investment needs no prior authorization or registration beyond those set by law, so a share or asset purchase by a foreign buyer needs no investment screening approval.
Cost to do it: No admission filing or fee: PYG 0 (US$0).Ley Nº 117/91 De Inversiones, Art. 2 and 4, 1992-01-07 official text · verified 2026-10-28

2. Merger control: what is caught. A concentration is a merger of previously independent undertakings, or the direct or indirect acquisition of control over all or part of one or more legal entities by any national or foreign person, through shares, assets, contract or any other means; a full function joint venture also counts. Control means the possibility of exercising decisive influence, for example through ownership or use of assets or rights or contracts over the composition, deliberations or decisions of the company's bodies. Two or more transactions between the same parties within two years are treated as one, made on the date of the last. Temporary holdings by financial entities for resale within one year without using votes to steer competition, and control acquired by an insolvency officer, are not concentrations.Ley Nº 4956/2013 De Defensa de la Competencia, Art. 12, 2013-05-29 official text · verified 2026-10-28

3. Merger control: thresholds, timing and review. A concentration must be notified and registered with CONACOM within 10 days of its celebration, counted from the day after the written agreement is concluded or the purchase or exchange offer or acquisition of a controlling stake is published, when at least one of two tests is met: (a) the deal creates or increases a share of 45 percent or more of the national market for a product or service, or of a defined geographic market within it; or (b) the combined gross turnover in Paraguay of all parties in the last financial year exceeds 100,000 monthly minimum wages, net of discounts, IVA, excise and other volume taxes. Both merging parties notify jointly in a merger; in an acquisition the buyer of sole control notifies. CONACOM must authorise, authorise with conditions or deny within 90 days of a complete filing, and the deal is tacitly authorised if it does not rule in time. If a notifiable deal is not filed, CONACOM will require filing within 20 days. CONACOM may reject concentrations that significantly impede effective competition by creating or strengthening a dominant position.
Example: Turnover test: 100,000 x PYG 3,044,000 (monthly minimum wage from 1 July 2026) = PYG 304,400,000,000. A buyer with PYG 200,000,000,000 of Paraguayan sales acquiring a target with PYG 120,000,000,000 must notify, since the combined PYG 320,000,000,000 exceeds the threshold. / The threshold is about US$51,870,000; buyer US$34,080,000 plus target US$20,450,000 equals US$54,530,000, so the deal is notifiable.Ley Nº 4956/2013 De Defensa de la Competencia, Art. 13 and 14, 2013-05-29 official text · verified 2026-10-28

4. Merger control: sanctions and appeals. Failing to comply on time and in form with the concentration chapter is an infringement. Fines can reach 150 percent of the profits obtained from the infringement or 20 percent of gross sales of the products concerned in the affected market over the last 12 months, excluding taxes, and may not be lower than the advantage obtained where quantifiable; acts can also be declared null. Infringements prescribe after four years. Decisions can be challenged by reconsideration within 10 days (decided within 20 days) or directly before the Tribunal de Cuentas within 18 days.Ley Nº 4956/2013 De Defensa de la Competencia, Art. 62, 63, 65, 67 and 68, 2013-05-29 official text · verified 2026-10-28

5. Share transfer reporting. Shares of Paraguayan companies are registered shares. Every share transfer must be notified to the company by the buyer within five business days, with at least its name, identity card or RUC tax number and domicile (the seller may notify instead), and the company must report the transfer to the Abogacía del Tesoro of the Ministry of Finance within five business days of that notice. Listed public offering issuers report through their supervisor instead. Companies that breach the law face direct fines of 50 to 500 daily minimum wages.
Cost to do it: Fine range for the company: PYG 5,853,850 to PYG 58,538,500 (about US$998 to US$9,975) at the July 2026 daily minimum wage of PYG 117,077.Ley Nº 5895/2017 Que establece reglas de transparencia en el régimen de las sociedades constituidas por acciones, Art. 5, 6 and 8, 2017-10-05 official text · verified 2026-10-28

6. Tax on the share sale. Gains from selling titles, shares or quotas of companies constituted in Paraguay are Paraguayan source income of a non resident seller, taxed by the Impuesto a la Renta de No Residentes (INR) at 15 percent. Net income is fixed by law, without contrary proof, as the lower of the sale price less the nominal value of the shares, or 30 percent of the sale price. The obligation arises when funds are made available, remitted or paid; payers in Paraguay must withhold and are jointly liable. When both buyer and seller are non residents, the Paraguayan issuing company is responsible for paying the seller's tax, and the obligation arises on the date of the operation or contract. INR is a single and final payment and cannot be deducted in computing the withholding. Gains on securities traded on stock exchanges regulated by the securities regulator are exempt.
Example: Non resident sells shares with nominal value PYG 5,000,000,000 for PYG 58,683,100,000: deemed net income is the lower of PYG 53,683,100,000 and 30 percent of the price, PYG 17,604,930,000; INR at 15 percent is PYG 2,640,739,500. / US$10,000,000 price: INR at most US$450,000 (4.5 percent of price), payable by the buyer as withholding or, between two non residents, by the target company.Ley Nº 6380/2019 De modernización y simplificación del sistema tributario nacional, Art. 71, 72, 73 num. 4, 74, 75 num. 5, 76, 77 and 79 num. 4, 2019-09-25 official text · verified 2026-10-28

7. Employees transfer with the business. A change of employer does not affect existing employment contracts. The former employer is jointly liable with the new one for obligations arising from the contract or the law before the substitution, for six months from its date; after that, only the new employer is liable. Workers owe the new employer the same obligations they had to the old one.Ley Nº 213/1993 Código del Trabajo, Art. 28, 1993-06-29 official text · verified 2026-10-28

8. Licences that need consent. Rights granted under the telecom law (concessions, licences and authorisations) cannot be transferred without prior authorisation from CONATEL, on pain of automatic termination or annulment. Bylaw changes and changes of directors, managers or attorneys of licence holders must be notified to CONATEL within 30 days, and any change in the ownership of the registered shares of a telecom service provider requires CONATEL's prior authorisation.Ley Nº 642/1995 De Telecomunicaciones, Art. 66 and 69, 1995-12-29 official text · verified 2026-10-28

9. Incentive and stability benefits travel with the company. Under an investment guarantee contract, if the company is sold or part of its shares transferred, obligations and benefits continue with the new owners for the remaining term. Under the capital goods incentive regime, goods acquired with benefits must stay with the beneficiary for at least five years, and transfers of goods or pre operating benefits between beneficiaries need approval; check the target's resolutions before closing.Ley Nº 5542/2015; Ley Nº 7548/2025, Ley 5542 art. 15; Ley 7548 art. 14 to 18, 2015-12-11 official text · verified 2026-10-28

Item	Rule	Clock	Who acts
Merger notification	Ley 4956/2013 art. 14	10 days after signing; 90 day review, tacit approval	Buyer (acquisition) or both parties (merger)
Share transfer notice to company	Ley 5895/2017 art. 5	5 business days after transfer	Buyer (or seller)
Company report to Abogacía del Tesoro	Ley 5895/2017 art. 5	5 business days after the notice	Target company
INR on non resident seller	Ley 6380/2019 art. 74 and 77	On payment, or on the contract date if both sides are non resident	Buyer as withholding agent, or target company
Telecom licence holder	Ley 642/1995 art. 69	Prior authorisation before the share change	Target with CONATEL
Employees	Código del Trabajo art. 28	Seller jointly liable 6 months	Seller and buyer

Deal checklist with statutory clocks (verified 28 October 2026)

Worked example

A Brazilian group buys 100 percent of a Paraguayan S.A. from its Uruguayan parent for US$25,000,000 (PYG 146,707,750,000). Nominal share value is PYG 10,000,000,000.
Merger control: buyer and target together had PYG 350,000,000,000 (about US$59,640,000) of Paraguayan sales last year, above PYG 304,400,000,000, so the buyer files with CONACOM within 10 days of signing.
INR: deemed net income is the lower of PYG 136,707,750,000 and 30 percent of price (PYG 44,012,325,000); tax at 15 percent is PYG 6,601,848,750 (US$1,125,000). Both parties are non residents, so the target company is responsible for paying it; the SPA should make the seller bear the cost and fund it.
Within 5 business days of closing the buyer notifies the target; within 5 more business days the target reports to the Abogacía del Tesoro and updates its beneficial owner filing.
Employees stay on their contracts; the seller remains jointly liable for pre closing labor debts for six months.

Step by step

Run due diligence on the target's tax compliance, IPS social security, labor claims, environmental licences, real estate (including the 50 km border zone if the buyer's owners come from a neighbouring country) and any incentive resolutions or licences that need consent.
Test merger control: Paraguayan turnover of buyer group and target against 100,000 monthly minimum wages, and market share against 45 percent; aggregate deals between the same parties over two years.
Sign the SPA with an INR clause (who bears and funds the 15 percent tax, gross up, indemnity) and conditions for any CONATEL or other regulatory consents.
File with CONACOM within 10 days of signing where required; CONACOM has 90 days from a complete filing.
At closing, withhold or arrange payment of INR, register the share transfer in the share register, give the 5 business day notices under Ley 5895/2017 and update the beneficial owner registry.

Common traps

Paraguayan merger control is not suspensory, but filing is due 10 days after signing, not after closing, and late filing is an infringement.
Thresholds are in minimum wages, so they rise with each wage adjustment; recheck on the signing date.
Between two non resident parties the Paraguayan target is the party responsible for the seller's INR, so buyers inherit the risk if it is not paid; build it into the price mechanics.
The 30 percent deemed gain applies even if the seller made a real loss, unless price less nominal value is lower; nominal value, not acquisition cost, is the comparator for non residents.
Telecom targets need CONATEL approval before any change in share ownership; closing without it risks automatic loss of the licence.
Argentina does not appear among the comprehensive income tax treaties on the DNIT list of conventions, so plan an Argentine seller's INR on domestic rules; see The Argentine Thread guide for the Argentine side.

Sources

← Selling to the State in Paraguay: public procurement under Ley 7021/2022, supplier registry, thresholds, guarantees and protestsRestricted sectors and limits on foreign investment in Paraguay: no screening, the border zone, ANDE's power monopoly, hydrocarbons and telecom →

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.