Paraguay is renowned as a business-friendly country, with very low taxes and a legal framework that favors those looking to start a venture. This is why opening a company in Paraguay is a straightforward process, underpinned by a robust legal foundation ensuring the smooth operation of businesses.
The process of opening a company essentially comprises four steps:
- Choosing the type of company you want to establish.
- Drafting the articles of incorporation before a notary, the document in which the partners define the company’s scope, who its legal representatives will be, and how ownership shares will be divided.
- Registering with the RUC, the unique registry that identifies all businesses in Paraguay.
- Opening a bank account.
Over the years, we’ve assisted dozens of foreign investors in opening companies in Paraguay. In this guide, we’ll explain precisely how to do it.
1. Choosing the Type of Company
The Paraguayan civil code offers various types of companies and legal entities. The most common choices include:
- Limited Liability Companies
- Joint Stock Companies
- Simplified Joint Stock Companies
- Anonymous Companies
The simplified joint stock company is a new type of entity introduced in 2022. Together with the anonymous company, these are the two most popular forms of companies in Paraguay. This initial step is crucial as it will determine various aspects of the company’s life, such as how ownership shares can be transferred, what reporting obligations exist with the government, and how accounting records must be maintained.
There are other types of entities, like general partnerships or limited partnerships. However, these are personal liability companies where ownership shares are restricted, and partners are personally liable for the company’s debts. Consequently, capital companies are always the recommended choice.
2. Articles of Incorporation
The second step involves drafting the constitutive act (articles of incorporation) with the presence of a certified notary. The notary ensures that these articles contain all the necessary information and that the company’s structure aligns with Paraguayan regulations. They assist in clearly defining the intentions of all parties involved and authenticate the signatures of every partner. Most importantly, they ensure that no one can challenge the legitimacy of the document. You can easily find a notary who can handle this for less than $500, provided that the articles are not overly complex.
The notary also plays a crucial role in another essential task – submitting the articles of incorporation to the Registro de Personas Jurídicas y Asociaciones and the Registro Público de Comercio. This step is important, because without confirmation of registration, you cannot proceed with the registration of the new company with the RUC.
Finally, the notary can also assist with another significant operation: holding the partners’ deposits in escrow until the company is officially established and has its own bank account. At that moment, the notary will transfer the funds to the new bank account. This way, all partners know from the outset that their capital is securely held by a neutral professional. While this option is not mandatory, it provides an extra layer of security.
3. RUC Registration
The third crucial step in opening a company in Paraguay is registering with the RUC (Registro Único del Contribuyente). The RUC is a registry that includes all individuals and legal entities paying taxes in Paraguay. The registration provides the new company with a unique identification number for all tax-related matters. Registration can be completed online in less than half an hour, directly on the SET website, the Paraguayan tax authority.
To register, you’ll need to have the identification cards of the company’s legal representatives and partners, the articles of incorporation, and confirmation of registration with the Registro Público de Comercio (public commerce registry).
The procedure is guided and consists of five steps. In the first and second steps, you provide general information related to the new company. In the third step, you declare the type of business activity the company will engage in. The choice can be made from a list already prepared by the SET. Finally, the fourth and fifth steps formalize who the legal representatives are and the company’s registered address.
After completing all the steps, you’ll need to formalize the RUC registration request. To do this, you’ll upload the articles of incorporation, the identification documents of partners and legal representatives, documents proving the company’s actual address, and documents specifying individuals with the power of representation within the company.
If the partners wish, there is a section where additional documents can be uploaded voluntarily. This can be useful to ensure that documents such as private agreements or internal partnership agreements are recorded in the presence of all partners.
4. Opening the company’s bank account
Once the RUC registration request has been formalized, you’ll be called in for an appointment. Within a few days you will be able to collect your access key to public administration services. With this secret key you can access all the digital services of the Paraguayan tax authority on behalf of the company. It must be collected by one of the individuals with the legal right to represent the company.
At this point, you have all the prerequisites to open a bank account. You’ll just need to visit a bank (the largest ones being Itaú and Banco Vision) with the articles of incorporation and the formalized RUC registration. If all the steps have been followed, and the documents are in order, the bank will proceed to open the new company’s bank account. This usually takes one or two business days.
If the notary had held the partners’ funds in escrow, the notary will be responsible for depositing the initial share capital. Otherwise, the partners themselves will deposit the subscribed capital. From this point forward, the company is officially open for business.
Do You Need Help Opening a Business in Paraguay?
For years, our team has been assisting foreign investors in establishing companies in Paraguay. We have a team of professionals who can handle all the necessary steps, from obtaining residency to notarizing the articles of incorporation.
We don’t just go through the motions; we engage with our clients as partners. That’s why we can offer consulting services to help plan the bureaucratic and administrative aspects of your company. We also have a team of certified tax experts in Paraguay. They can help you with your company’s tax profile and take care of accounting and tax returns.
Our specialty lies in combining an international team of experts with Paraguayan professionals. This is how we can provide the expertise needed to interact with clients from all over the world and assist them in managing every legal, administrative, and tax-related aspect of their operations in Paraguay. To learn more, don’t hesitate to send us an email.