Paraguay divides the work of business registration between three institutions. Legal existence is conferred by the Registro Público de Comercio, kept by the Dirección General de los Registros Públicos under the judiciary; the practical process of opening and closing a business is coordinated by SUACE, the single window of the Ministry of Industry and Commerce; and beneficial ownership is held in a dedicated administrative register created by Law 6446/2019. Since 2020 the simplified share company can be constituted entirely online in about seventy-two hours.

The official company register in Paraguay

The register that gives a Paraguayan company its legal standing is the Registro Público de Comercio (Public Registry of Commerce), one of the registries kept by the Dirección General de los Registros Públicos, DGRP (Directorate General of Public Registries), which is an organ of the Poder Judicial (Judiciary) under the Corte Suprema de Justicia. Its portal is dgrp.gov.py. The same directorate registers the matrícula de comerciante, the merchant’s registration by which an individual trader is entered as a commercial subject.

The practical path into business, however, runs through SUACE — Sistema Unificado de Apertura y Cierre de Empresas (Unified System for Opening and Closing Enterprises), at suace.gov.py, operated by the Ministerio de Industria y Comercio. SUACE is the single window that coordinates the steps and requirements across the institutions involved in constituting a company, so that a founder deals with one process rather than with each authority separately.

Tax identity is separate again: every business obtains a RUC (Registro Único del Contribuyente) from the national tax and customs authority, and it is that number by which the business is known in commercial practice.

Paraguay keeps separate treatment for legal entities and individual traders. Companies are inscribed in the Public Registry of Commerce; a natural person trading commercially registers a matrícula de comerciante with the same directorate and obtains a RUC, but there is no single consolidated public company file for sole traders comparable to the company inscription.

The beneficial ownership register

Ley N° 6446/2019 created two administrative registers: the Registro Administrativo de Personas y Estructuras Jurídicas (Administrative Register of Legal Persons and Legal Structures) and the Registro Administrativo de Beneficiarios Finales del Paraguay (Administrative Register of Final Beneficiaries of Paraguay). The law was implemented by decree in 2020 and the registers are administered by the Dirección General de Personas y Estructuras Jurídicas y de Beneficiarios Finales, which now sits within the Ministerio de Economía y Finanzas. Filings are made through its electronic systems, and compliance with the reporting duty under Article 10 of Law 6446/2019 is itself monitored and published as a compliance indicator.

Legal forms that can be registered in Paraguay

The three forms used in practice:

  • Empresa por Acciones Simplificadas, EAS (Simplified share company) — created by Ley N° 6480/2020 and the reason Paraguay’s company formation figures changed shape. It may be constituted by a single shareholder, is registered online in about seventy-two hours, and may be formed on a standard model statute or by private document with certified signatures rather than requiring a public deed. Shareholders are liable only up to their contributions. Where the cash contribution exceeds the statutory threshold expressed in minimum salaries, a proportion of it must be paid in on constitution.
  • Sociedad Anónima, S.A. (Joint stock company) — at least two shareholders and no maximum, capital divided into shares, liability limited to the contributions. It is constituted by public deed and registered in person, which takes materially longer than the EAS, and half of a cash contribution must be paid in at constitution. This remains the form for larger and regulated businesses.
  • Sociedad de Responsabilidad Limitada, S.R.L. (Limited liability company) — between two and twenty-five partners, capital divided into quotas that are not freely transferable, liability limited to the contributions. Like the S.A. it requires a public deed and in-person registration and the same half-payment of cash contributions.

None of the three is subject to a fixed statutory minimum capital: the capital must simply be sufficient for the company’s object.

Other forms provided by Paraguayan law:

  • Sociedad Colectiva (General partnership) — the partners answer subsidiarily, jointly and without limit for the obligations of the company.
  • Sociedad en Comandita Simple (Simple limited partnership) — combines partners with unlimited liability who manage the business and limited partners liable only up to their contribution.
  • Sociedad en Comandita por Acciones (Limited partnership by shares) — the same division of liability with the limited partners’ interests represented by shares.
  • Empresa Individual de Responsabilidad Limitada, EIRL (Individual limited liability enterprise) — a single-owner vehicle with a separated patrimony, allowing an individual to limit liability to the assets assigned to the business.
  • Sociedad Cooperativa (Cooperative) — a member-owned enterprise under the cooperative legislation, supervised by the national cooperatives authority; a very substantial part of Paraguayan financial and agricultural activity.
  • Sucursal de sociedad extranjera (Branch of a foreign company) — a foreign company that wishes to operate in Paraguay registers a branch, filing the parent’s constitutional documents and the appointment of its representative; the branch has no separate legal personality.
  • Comerciante individual (Individual merchant) — a natural person carrying on commercial activity, registered through the matrícula de comerciante and personally liable without limit.

Information available from the register

The Public Registry of Commerce records the constitution of each company and every subsequent act that must be inscribed to be effective against third parties: the constitutive deed and the statutes, amendments to them, increases and reductions of capital, transformations, mergers and spin-offs, the appointment and removal of directors, administrators and síndicos, the grant and revocation of powers of representation, and the dissolution and liquidation of the company. Because inscription is the point at which these acts become opposable to third parties, the date of registration is as significant as its content.

SUACE, on the constitution side, publishes the consolidated requirements for opening a business by entity type and coordinates the institutions involved, which is where a founder or an adviser establishes what documents a Paraguayan company must have produced in order to exist. For the EAS the Ministry of Industry and Commerce operates a dedicated online platform through which the company is constituted and its statutes generated.

The administrative registers created by Law 6446/2019 add the layer that the commercial register does not carry: the identification of legal persons and legal structures and of their beneficiarios finales — the natural persons who ultimately own or control them. Reporting under the law is compulsory, and the directorate publishes compliance information on the reporting duty.

What the register does not disclose

There is no free national online company search of the kind found in Europe. The Public Registry of Commerce works through inscriptions and certified extracts obtained from the directorate rather than through an open database of company profiles, and the practical first check on a Paraguayan counterparty is usually its RUC with the tax authority rather than a registry printout.

Beneficial ownership data is not public. The Administrative Register of Final Beneficiaries is a compliance instrument created for anti-money-laundering purposes and administered by the finance ministry’s directorate; the obligation to report is public, and so is the fact of compliance, but the underlying identification of beneficial owners is not an open search.

Annual accounts are not filed for public inspection. Paraguayan companies report financially to the tax authority and, where they are supervised, to their sector regulator — banks and insurers to the central bank and the insurance superintendency, cooperatives to the cooperatives authority — but there is no general obligation to deposit accounts in the commercial register, so no financial statements can be obtained from it.

Finally, shareholding is only partly visible. The founding shareholders appear in the constitutive deed, and Paraguay has abolished bearer shares in favour of registered shares, but subsequent transfers of shares in a sociedad anónima are recorded in the company’s own share register and are not inscribed, so current ownership cannot be established from the commercial register alone.

Documents that can be obtained from the register

  • Certificado de inscripción en el Registro Público de Comercio (Certificate of inscription in the Public Registry of Commerce) — proof that the company has been inscribed, with the date and details of the entry; the basic evidence of legal existence for banks, tenders and contracts.
  • Escritura pública de constitución y estatutos sociales (Public deed of constitution and statutes) — the notarial instrument by which the company was formed and its statutes, showing the founders, the capital, the object, the duration and the powers of the administration.
  • Estatuto de la EAS (Statutes of a simplified share company) — for an EAS, the model statute or the private document with certified signatures generated through the online platform, which replaces the public deed.
  • Inscripciones de modificaciones (Inscriptions of amendments) — the registered acts amending the statutes, increasing or reducing capital, transforming, merging or splitting the company.
  • Actas y designaciones de autoridades (Minutes and appointments of officers) — the inscribed appointments and removals of directors, administrators and síndicos, from which authority to bind the company is established.
  • Poderes inscriptos y sus revocaciones (Registered powers of attorney and revocations) — the general and special powers granted by the company, which in Paraguayan practice determine who may act for it.
  • Matrícula de comerciante (Merchant’s registration) — the inscription by which an individual trader is registered as a commercial subject.
  • Documentos de la sucursal de sociedad extranjera (Branch documents of a foreign company) — the parent’s constitutional documents and the appointment of its representative in Paraguay.
  • Inscripciones de disolución y liquidación (Dissolution and liquidation inscriptions) — the acts recording that a company has been dissolved and wound up and when.
  • Constancia del RUC (Taxpayer registration certificate) — the tax registration of the business, obtained from the tax and customs authority and used in practice as the primary identifier.
  • Constancias del registro de personas y estructuras jurídicas (Certificates from the administrative register of legal persons and structures) — the confirmations issued under Law 6446/2019, including compliance with the reporting duty on final beneficiaries.

Frequently Asked Questions

What is the official business register in Paraguay?

The Registro Público de Comercio, kept by the Dirección General de los Registros Públicos, an organ of the judiciary. The opening of a business is coordinated separately by SUACE, the single window of the Ministry of Industry and Commerce.

What is an EAS and why is it used?

The Empresa por Acciones Simplificadas, created by Ley N° 6480/2020. It can be formed by a single shareholder, registered entirely online in about seventy-two hours, and constituted on a model statute or by private document with certified signatures instead of a public deed — which is why it has largely displaced the S.A. and the S.R.L. for new small businesses.

How does an EAS differ from an S.A. or an S.R.L.?

Mainly in formation. The S.A. requires at least two shareholders and the S.R.L. between two and twenty-five, both are constituted by public deed and registered in person over a period of weeks, and both require half of any cash contribution to be paid in. None of the three has a fixed minimum capital; the capital must be sufficient for the company’s object.

Are the accounts of Paraguayan companies public?

No. There is no general obligation to deposit annual accounts in the commercial register. Companies report to the tax authority and, where supervised, to their sector regulator.

Can I find the beneficial owner of a Paraguayan company?

Not through an open search. Ley N° 6446/2019 created the Administrative Register of Legal Persons and Legal Structures and the Administrative Register of Final Beneficiaries, administered by the finance ministry’s dedicated directorate. Reporting is compulsory and compliance is monitored, but the identification data itself is a compliance instrument rather than a public database.

Are individual traders registered?

Yes, through the matrícula de comerciante inscribed with the Directorate General of Public Registries, together with a RUC from the tax authority. The trader remains personally liable without limit for the obligations of the business.

Sources

  • Dirección General de los Registros Públicos (DGRP) — https://www.dgrp.gov.py/
  • Poder Judicial del Paraguay — Dirección General de los Registros Públicos — Poder Judicial: DGRP
  • Poder Judicial del Paraguay — Inscripción de matrícula de comerciante — Matrícula de comerciante
  • SUACE — Sistema Unificado de Apertura y Cierre de Empresas, Ministerio de Industria y Comercio — https://suace.gov.py/
  • SUACE — comparativo de sociedades (EAS, S.A., S.R.L.) — Comparison of company forms
  • SUACE — requisitos generales para personas jurídicas (sociedades) — Requirements for legal persons
  • Ministerio de Industria y Comercio — Empresa por Acciones Simplificadas (EAS) platform — https://eas.mic.gov.py/Index
  • Biblioteca y Archivo Central del Congreso Nacional — Ley N° 6480 que crea la Empresa por Acciones Simplificadas (EAS) — Ley N° 6480/2020
  • Biblioteca y Archivo Central del Congreso Nacional — Ley N° 6446 que crea el Registro Administrativo de Personas y Estructuras Jurídicas y el Registro Administrativo de Beneficiarios Finales — Ley N° 6446/2019
  • Ministerio de Economía y Finanzas — Dirección General de Personas y Estructuras Jurídicas y Beneficiarios Finales — MEF: DGPEJ-BF
  • Ministerio de Industria y Comercio — EAS, SA y SRL: en qué se diferencian — MIC: comparison of forms

Keywords

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