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Merger control in Paraguay: CONACOM notification thresholds, deadlines, fees and review timeline

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

A merger, acquisition of control or full function joint venture must be filed with the Comisión Nacional de la Competencia (CONACOM) within 10 business days of signing when it reaches a 45 percent national market share or combined Paraguayan turnover above 100,000 monthly minimum wages (PYG 304,400,000,000, about US$51.9 million). CONACOM has 90 business days from a complete filing, in a 30 day first phase and a 60 day second phase; if it does not decide in time the deal is tacitly approved, and foreign to foreign deals with Paraguayan effects are caught. The filing fee runs from 0.1 percent of the deal value in Paraguay for smaller deals down to 0.005 percent for the largest, under a scale CONACOM set in November 2022.

USD figures use PYG 5,868.31 per US dollar, the Banco Central del Paraguay reference quotation for 28 October 2026. Amounts set in minimum wages use the monthly minimum wage of PYG 3,044,000 and the daily minimum wage (jornal) of PYG 117,077 in force since 1 July 2026 under Resolución MTESS 670/2026. Conversions are for orientation only and move with each wage adjustment.

Key facts

Merger control regime	Mandatory filing within 10 business days of signing; tacit approval after 90 business days Ley 4956/2013 art. 14 and 38, as of 2026-10-28 · in force
Notification threshold: market share acquired or increased	45 %Ley 4956/2013 art. 14, as of 2026-10-28 · in force
Notification threshold: combined Paraguayan gross turnover above	100,000 monthly minimum wages (PYG 304,400,000,000) PYGLey 4956/2013 art. 14; Res. MTESS 670/2026, as of 2026-10-28 · in force
Filing deadline after signing	10 business daysLey 4956/2013 art. 14 and 38, as of 2026-10-28 · in force
CONACOM decision term	90 business daysLey 4956/2013 art. 14 and 38, as of 2026-10-28 · in force
First phase review	30 daysDecreto 1490/2014 art. 19, as of 2026-10-28 · in force
Second phase review	60 daysDecreto 1490/2014 art. 19 and 27, as of 2026-10-28 · in force
Merger filing fee	0.005 to 0.1 % of deal value in ParaguayLey 4956/2013 art. 27; Res. CONACOM D/AD 102/2022, as of 2026-10-28 · in force
Statutory standstill before clearance	No express standstill; filing is due after signing and unnotified deals may be declared void Ley 4956/2013 art. 14; Decreto 1490/2014 art. 35, as of 2026-10-28 · in force
Fine for failing to answer a CONACOM request (per company)	10 to 300 daily minimum wages, doubling on repeat jornalesDecreto 3488/2020 art. 3, as of 2026-10-28 · in force

The rule

1. What counts as a concentration. A concentration is a merger of previously independent undertakings, or the direct or indirect acquisition by one or more Paraguayan or foreign persons of control over all or part of one or more legal persons, through shares, assets, contract or any other means. Control means the possibility of exercising decisive influence, through ownership or use of assets, or rights or contracts that decisively influence the composition, deliberations or decisions of a company's bodies. Creating a joint company that performs on a lasting basis all the functions of an independent economic entity is also a concentration. Two or more transactions between the same parties within 2 years are treated as one, made on the date of the last one. Temporary holdings by banks, financial entities and insurers bought for resale within 1 year (extendable on request) without using the votes to steer competitive behaviour, and control acquired by an official in liquidation, bankruptcy or similar insolvency proceedings, are not concentrations.
Cost to do it: No cost to assess; the cost arises only if the thresholds in art. 14 are met.
Example: Two share purchases from the same seller of 30 percent in March 2026 and 25 percent in January 2027 count as one acquisition of control on the date of the second. / A foreign private equity buyer taking a 51 percent stake in a holding company abroad that owns a Paraguayan distributor acquires indirect control and must test the Paraguayan thresholds.Ley Nº 4956/2013, Defensa de la Competencia, Art. 12, 2013-05-29 official text · verified 2026-10-28

2. When notification is mandatory. A concentration must be notified and registered in CONACOM's Registro de Concentraciones within 10 days counted from the day after the written agreement is concluded, or the purchase, exchange or controlling stake offer is published, when at least one test 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 geographic market defined within it; or (b) the combined gross turnover in Paraguay of the parties in the last financial year exceeds 100,000 monthly minimum wages. Turnover is sales of goods and services from ordinary activities less discounts, IVA, excise (impuesto selectivo al consumo) and other volume taxes. The implementing decree says the turnover test uses the legal minimum wage in force on the date of notification. All terms in the law are business days.
Cost to do it: Threshold at the July 2026 wage: 100,000 x PYG 3,044,000 = PYG 304,400,000,000 (about US$51,871,834).
Example: Buyer turnover in Paraguay of PYG 250,000,000,000 plus target turnover of PYG 80,000,000,000 gives PYG 330,000,000,000, above the PYG 304,400,000,000 threshold: notification is due. / The combined Paraguayan turnover threshold is about US$51,871,834; worldwide turnover is irrelevant, only sales in Paraguay count.Ley Nº 4956/2013, art. 14 and 38; Decreto Nº 1490/2014, art. 12, Ley 4956 art. 14 num. 1 and art. 38; Decreto 1490 art. 12, 2014-04-14 official text · verified 2026-10-28

3. Who files and what goes in. In a merger the parties notify jointly; in an acquisition of control the acquirer notifies alone. The filing must identify the parties, attach powers of the signatory, describe ownership and control structures, include the last financial statements of the parties, describe the transaction including any non compete clauses, list interlocking holdings or management in competitors, state the deal value, attach the final or latest transaction document, list products and services, give market shares of the parties and competitors where available, locate plants and distribution centres and report clearances in other jurisdictions, optionally with an analysis showing the deal is compatible with the market. Filings follow CONACOM's notification instructions, replaced by a new instructivo approved by Resolución D/AD Nº 2025/050 of 29 May 2025, and confidential parts can be filed separately with a non confidential summary. Before filing, any party may ask CONACOM's board for pre notification meetings, and parties may also request prior authorisation of a planned deal.
Cost to do it: Counsel and economist fees are not regulated; the official fee is set by the scale in the next rule.
Example: A Paraguayan acquirer of a competitor files the form with both companies' 2025 financial statements, the signed share purchase agreement and market share estimates for each overlapping product. / A US buyer of a global target with a Paraguayan subsidiary files alone, attaching the clearances obtained or pending in other countries (Decreto 1490 art. 16 m).Ley Nº 4956/2013, art. 14 and 42; Decreto Nº 1490/2014, art. 13, 14, 15 and 16; Resolución CONACOM D/AD Nº 2025/050, Ley 4956 art. 14 num. 3, art. 42; Decreto 1490 art. 13 to 16, 2025-05-29 official text · verified 2026-10-28

4. Review timeline and tacit approval. CONACOM checks completeness within 5 days and, if information is missing, gives 5 days to complete it, failing which the filing is treated as not made. The review lasts at most 90 days in two phases: in a first phase of up to 30 days CONACOM may declare the filing out of scope, clear the deal or open a second phase of 60 days for complex cases. In the second phase CONACOM may request more information once, with 15 days to answer extendable once for the same term, and the request suspends the clock once. Before deciding against or with conditions, CONACOM must offer the parties an oral hearing, where they may propose remedies. If CONACOM does not decide within 90 days of the complete filing (or within the 60 day second phase), the deal is tacitly authorised. Decisions may authorise, authorise with structural or behavioural conditions (divestitures, conduct obligations, dropping a product line, changing contract terms, access for competitors) monitored through a compliance programme, or deny.
Cost to do it: No extra fee for the second phase; remedies are borne by the parties.
Example: A filing made complete on day 5 can be cleared in phase one within 30 more days; a phase two case runs up to 60 days more, plus up to 30 days for a document request. / Plan a long stop date of at least 5 to 6 months after signing for a deal that may go to phase two, to absorb completeness checks, the 90 business day term and the document request suspension.Ley Nº 4956/2013, art. 13 and 14; Decreto Nº 1490/2014, art. 17 to 31, Ley 4956 art. 14 num. 2, 3 and 5; Decreto 1490 art. 17, 18, 19, 21, 27, 28, 29, 30 and 31, 2014-04-14 official text · verified 2026-10-28

5. Filing fee. Ley 4956 sets a fee for analysing concentrations of 0.005 to 0.1 percent of the value of the transaction in Paraguay, with lower rates for larger deals, payable by those obliged to notify or seeking prior authorisation. CONACOM's board fixed the current scale by Resolución D/AD Nº 102/2022 of 1 November 2022, which repealed the 2019 scale: the rate is 0.1 percent for deals up to 40,875 minimum wages and falls through 30 bands to 0.005 percent above 1,444,336 minimum wages. CONACOM also has a separate procedure to collect fees on filings declared not notified.
Cost to do it: US$20 million deal (PYG 117,366,200,000, about 38,557 minimum wages): rate 0.1 percent, fee PYG 117,366,200 (US$20,000). US$100 million deal: about 192,783 minimum wages, rate 0.0322 percent, fee PYG 188,959,582 (US$32,200).
Example: A deal valued at PYG 117,366,200,000 in Paraguay pays PYG 117,366,200; a deal valued at PYG 2,934,155,000,000 (about 963,914 minimum wages) pays 0.0075 percent, PYG 220,061,625. / Fees: about US$20,000 on a US$20 million deal, US$32,200 on a US$100 million deal and US$37,500 on a US$500 million deal, using the monthly minimum wage as the unit of the scale.Ley Nº 4956/2013, art. 27; Decreto Nº 1490/2014, art. 48; Resolución CONACOM D/AD Nº 102/2022, Ley 4956 art. 27; Res. D/AD 102/2022 num. 1 and 2, 2022-11-01 official text · verified 2026-10-28 · changed: Resolución D/AD Nº 102 of 1 November 2022 replaced the scale of Resolución D/AD Nº 34 of 31 May 2019 with a 30 band scale expressed in minimum wages.

6. Substantive test. CONACOM assesses market structure, actual and potential competition from inside or outside Paraguay, the parties' market position and financial strength, choice for suppliers and customers, barriers to entry, supply and demand trends, consumer interests and technical progress. Deals that do not significantly impede effective competition by creating or strengthening a dominant position in the national market or a substantial part of it are compatible; deals that do may be rejected, made subject to conditions or deconcentration. Efficiency gains must be proven by the notifying parties, and an increase in market share alone is not conclusive evidence of incompatibility.
Cost to do it: Economic analysis is a professional cost borne by the parties.
Example: A merger of two of three cement distributors in a region may be cleared only with a divestiture of one depot to a third party. / A global deal with no overlap in Paraguay (for example, the Bayer and Monsanto merger, which did not change ownership of Paraguayan companies) was cleared without conditions in 2017, per CONACOM's public list.Ley Nº 4956/2013, art. 13; Decreto Nº 1490/2014, art. 23 to 28, Ley 4956 art. 13; Decreto 1490 art. 25, 26 and 28, 2013-05-29 official text · verified 2026-10-28

7. Failure to notify, gun jumping and false information. If a notifiable deal is not filed, CONACOM requires the parties to notify within 20 days of the request, and may open sanction proceedings in parallel. Failing to notify, filing fraudulent information and breaching remedy programmes are infringements punished under art. 63 of the law (warning, nullity and fines of up to 150 percent of the illicit profit or up to 20 percent of affected sales). CONACOM may also declare the concentration void, so that it ceases to be enforceable against authorities and third parties, and order deconcentration. CONACOM publishes the list of notified operations and its decisions.
Cost to do it: Exposure: nullity, deconcentration and art. 63 fines; no fixed late filing fine is set.
Example: A buyer that closes a notifiable PYG 120,000,000,000 acquisition without filing can be ordered to file within 20 days and face nullity of the deal in Paraguay. / The cost of skipping a filing is not a small fixed penalty but the risk of the deal being declared unenforceable in Paraguay.Ley Nº 4956/2013, art. 14 num. 4, 62 and 63; Decreto Nº 1490/2014, art. 33, 34, 35 and 37, Ley 4956 art. 14 num. 4, 62, 63; Decreto 1490 art. 33 to 35, 2014-04-14 official text · verified 2026-10-28

8. Duty to cooperate with CONACOM. Anyone must provide data and documents CONACOM requests, and attend hearings, within up to 10 days (extendable once for up to 10 more on justified request). Failure is fined 10 to 300 daily minimum wages for the company and, separately, 10 to 300 for directors or representatives who took part; officials who fail to report are fined 10 to 150. Persistent failure allows CONACOM to impose a new fine doubling the last one, successively and without limit, until the request is met, and to inform the tax authority, SEPRELAD, the public procurement agency and sector regulators.
Cost to do it: Fines of PYG 1,170,770 to PYG 35,123,100 (about US$200 to US$5,985) per company and the same per responsible manager, doubling on each repeat.
Example: A target that ignores a CONACOM data request can be fined 300 jornales, PYG 35,123,100, then PYG 70,246,200 and PYG 140,492,400 on successive repeats. / Starting at about US$5,985 and doubling each time, the fourth repeat fine exceeds US$47,000.Decreto Nº 3488/2020, amending Decreto Nº 1490/2014 art. 77 and 79, Decreto 3488 art. 2, 3 and 4, 2020-03-26 official text · verified 2026-10-28 · changed: Decreto Nº 3488 of 26 March 2020 rewrote art. 77 and 79 of Decreto 1490/2014 to add fines for failing to cooperate and repealed art. 4.

From (minimum wages)	To (minimum wages)	Rate (%)
0	40,875	0.1000
40,876	46,330	0.0942
46,331	53,505	0.0890
53,506	61,000	0.0820
61,001	68,130	0.0762
68,131	79,030	0.0690
79,031	89,930	0.0625
89,931	103,000	0.0563
103,001	117,180	0.0508
117,181	133,535	0.0449
133,536	152,610	0.0400
152,611	171,685	0.0362
171,686	196,210	0.0322
196,211	223,465	0.0288
223,466	256,165	0.0256
256,166	291,590	0.0230
291,591	332,470	0.0205
332,471	381,520	0.0182
381,521	436,025	0.0162
436,026	490,530	0.0147
490,531	558,660	0.0131
558,661	640,415	0.0116
640,416	735,795	0.0102
735,796	831,175	0.0091
831,176	926,555	0.0083
926,556	1,035,560	0.0075
1,035,561	1,158,195	0.0068
1,158,196	1,294,450	0.0061
1,294,451	1,444,335	0.0055
1,444,336	no ceiling	0.0050

CONACOM fee scale (Resolución D/AD 102/2022): rate applied to the value of the deal in Paraguay, by deal value in minimum wages

Step	Term	Effect if missed
File after signing or offer	10 business days	CONACOM may order filing within 20 days; nullity and fines possible
Completeness check	5 days, plus 5 days to complete	Filing treated as not made if not completed
Phase one	Up to 30 days	Clearance, out of scope or opening of phase two
Phase two	60 days, suspended once by a document request (15 days, extendable once)	Tacit authorisation
Overall maximum	90 business days from complete filing	Tacit authorisation

Merger review timeline (Ley 4956 art. 14 and 38; Decreto 1490 art. 17 to 29)

Worked example

A Brazilian group signs on 2 March 2027 to buy 100 percent of a Paraguayan supermarket chain. Combined Paraguayan turnover last year was PYG 400,000,000,000 (about US$68.2 million), above 100,000 minimum wages (PYG 304,400,000,000 at the July 2026 wage). The buyer files alone within 10 business days, by 16 March 2027 if no holidays intervene. The deal value in Paraguay is US$100 million (PYG 586,831,000,000, about 192,783 minimum wages), so the fee is 0.0322 percent: PYG 188,959,582, about US$32,200.
If CONACOM clears the deal in phase one, the decision comes within about 30 days of a complete filing. If it opens phase two and asks for documents once, the clock stops while the buyer answers (15 days, extendable once) and resumes; absent a resolution by the end of the 90 business day term, the deal is tacitly authorised.
A deal below both thresholds (for example combined Paraguayan turnover of PYG 150,000,000,000 and a 20 percent share) has no filing duty, but parties can still request prior authorisation for legal certainty (Decreto 1490 art. 14).

Step by step

Collect last financial year Paraguayan turnover of the buyer group and the target, net of discounts, IVA and excise, and convert at the monthly minimum wage in force on the expected filing date.
Test the 45 percent share threshold for every overlapping product and any defined geographic market inside Paraguay.
If either test is met, request an optional pre notification meeting with CONACOM (Decreto 1490 art. 13) and prepare the filing under the 2025 instructivo (Res. D/AD 2025/050).
File within 10 business days of signing, attaching the transaction document, financial statements and confidentiality requests with non confidential summaries.
Pay the fee per Res. D/AD 102/2022 using CONACOM's fee settlement form, and diary the 5 day completeness check, the 30 day phase one and the 90 business day outer limit.
Draft closing conditions and the long stop date around CONACOM clearance or tacit approval, and keep a remedy proposal ready for the oral hearing in phase two.

Common traps

The clock starts the day after signing or publishing the offer, not at closing; a signing on a Friday leaves only 10 business days.
The threshold is in monthly minimum wages, so it rises in guaraníes with every wage increase; the decree uses the wage in force at notification.
Serial purchases between the same parties within 2 years are aggregated (art. 12 num. 6), so staged deals can trigger a filing on the last tranche.
Foreign to foreign deals are caught when they change control of Paraguayan businesses or have effects in Paraguay (art. 3 and 12); CONACOM's public list shows many global deals notified.
An incomplete filing that is not completed within 5 days is treated as never made, so the 10 day deadline may be missed retroactively (Decreto 1490 art. 17).
The fee scale uses bands with a single rate per band, so a deal just above a band limit can pay less in total than one just below it.
Silence means approval only after a complete filing; tacit approval does not cure a deal that was never notified.

Sources

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