Paraguay has no separate companies act: the Civil Code of 1985 governs every company type in one chapter. General rules on the contract of company, partnerships, the stock corporation (S.A.) with its shares, meetings, directors and statutory auditors, debentures, the limited liability company (S.R.L.), transformation and merger, and companies incorporated abroad. Full text in English with the Spanish original under every paragraph, as amended.
The contract of company, nullity, registration and legal personality, partners’ rights, dealings with third parties, dissolution and liquidation; the simple partnership, the general partnership and the limited partnership.
Arts. 1048–1126The stock corporation (S.A.)Formation by public deed and registration, public subscription, registered shares, ordinary and extraordinary meetings, quorum and majorities, the board of directors and directors’ liability, statutory auditors (síndicos).
Arts. 1127–1201Debentures, S.R.L., mergers and foreign companiesNegotiable obligations and debentures, the limited liability company (S.R.L.), the partnership limited by shares, transformation and merger, companies incorporated abroad and their branches.
| Date | Event |
|---|---|
| 23 Dec 1985 | Civil Code promulgated (Law 1183 of 1985) |
| 1 Jan 1987 | Civil Code in force |
| 1994 | Law 388 of 1994: registration and the ordinary meeting (Arts. 967, 1050, 1051, 1079) |
| 2007 | Law 3228 of 2007: registration on an administrative opinion instead of a court order, extended to the S.R.L. (Art. 1051) |
| 2013 | Law 5063 of 2013: revival of an expired company (Art. 989) |
| 2017 | Law 5895 of 2017: registered shares only (Arts. 1050, 1069, 1070) |
| 2019 | Law 6446 of 2019: the Directorate General of Legal Persons and Beneficial Owners takes over the registration opinion |
The 1985 Civil Code brought company law into the Code itself. Chapter XI starts with general rules for every company (Art. 959 to Art. 1012) and then regulates each type; the S.A. rules also fill gaps for the S.R.L. and, under its own law, for the EAS. Paraguay publishes no official consolidated text, so the amendments are shown here in place, each with a note naming the amending law.
Both are formed by public deed before a notary. The documents go to the registry authority — originally a court, then the Treasury Attorney’s Office, now the Directorate General of Legal Persons and Structures and Beneficial Owners — which issues its opinion before registration with the Public Registries (Art. 1051). The company exists from registration (Art. 967, Art. 1050); those who act for it before then are personally liable (Art. 1052). The same procedure applies to amendments of the by-laws and to dissolution.
A foreign company does not need a Paraguayan subsidiary to contract with Paraguayan parties, but habitual activity in Paraguay requires a registered branch or representation with a representative who can be sued here (Art. 1197, Art. 1200, Art. 1201). A company incorporated abroad with its seat or main business in Paraguay is treated as a local company (Art. 1199).
Laws that changed the wording of these articles, taken from the amending laws themselves (Paraguay publishes no official consolidated text).
| Act | Articles |
|---|---|
| Law 388 of 1994 | Arts. 967, 1050, 1051, 1079 |
| Law 3228 of 2007 | Art. 1051 |
| Law 4297 of 2011 | Art. 989 |
| Law 5063 of 2013 | Art. 989 |
| Law 5895 of 2017 | Arts. 1050, 1069, 1070 |
| Law 6399 of 2019 | Art. 1070 |
| Law 6524 of 2020 | Art. 1079 |
The simplified stock company: one member, online formation, free organisation.
ColombiaLaw 1258 of 2008: the SASThe Colombian model for the EAS.
BrazilCivil Code, Book II: business lawBrazil’s Civil Code on companies and the Ltda.
Cite the article and paragraph, and link to the paragraph anchor. For example:
Unofficial translation by BCA LatAm for information. Only the Spanish text published in the Gaceta Oficial is authentic. Article headings are editorial; chapter, section and marginal headings are the law’s own. Text checked against the text of the Civil Code published by the Biblioteca y Archivo Central del Congreso de la Nación (bacn.gov.py), which reproduces the 1985 wording; the amendments made by Laws 388 of 1994, 3228 of 2007, 5063 of 2013 and 5895 of 2017 are incorporated from the texts of those laws on the same site and noted at each amended article on 27 October 2026. This page is not legal advice.
Deed, registration, beneficial owners and the first year’s compliance, handled from Asunción. Fixed quote within one business day.
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