SA, SRL or EAS in Paraguay: which legal form to choose in 2026?
When a French speaker sets up a business in Paraguay, the immediate thought is the SRL (Sociedad de Responsabilidad Limitada), or limited liability company. It is the most common, simplest, and cheapest form, and in most cases, it is the right choice. Our company formation service defaults to it for individual structures and small teams.
However, two other forms are worth knowing. The SA (Sociedad Anónima), or public limited company, becomes necessary when there are multiple investors, capital movements, or a holding company structure. And since 2020, the EAS (Empresa por Acciones Simplificada), or simplified joint-stock company, finally allows the creation of a company with a single shareholder, which was previously impossible. Many French-language guides still ignore this, and continue to advise solo entrepreneurs to recruit a nominal 1% partner. This has been unnecessary for six years.
This guide compares the three based on the criteria that truly matter: governance, capital movement, costs, and use cases.
The most important point: taxation is identical
It's worth stating this upfront, as it's what most people want to know. The legal form does not change taxation.
| Tax | Treatment, regardless of form |
|---|---|
| Corporate Income Tax (IRE) | 10% on profits from Paraguayan sources |
| Dividend Tax (IDU) | 8% if the beneficiary resides in Paraguay, 15% if they do not. Profits allocated to capitalization or legal reserves are exempt. |
| VAT | 10% on sales of goods and services, exports exempt |
| Territoriality (Law 6380/2019) | 0% on foreign-source income. A Paraguayan holding company that receives dividends from foreign subsidiaries is not taxed on them, as detailed in our comparison between Paraguayan and Luxembourg holding companies. |
| Employer contributions | Approximately 16.5% of gross salary |
The choice of form is therefore legal and organizational, never fiscal. You will not gain a guarani by choosing one over the other.
The three forms in a table
| EAS | SRL | SA | |
|---|---|---|---|
| Legal basis | Law 6480/2020 and its implementing decree | Paraguayan Civil Code | Paraguayan Civil Code |
| Number of partners/shareholders | From one only, natural or legal person. However, a single-member EAS cannot hold another single-member EAS. | Minimum 2, maximum 25. The cap is rigid: beyond this, compulsory transformation. | Minimum 2, no cap. This is the form for structures with many shareholders. |
| Capital | Divided into shares. No legal minimum, partial payment upon incorporation. | Divided into cuotas, social shares. No strict legal minimum; in practice, a few thousand dollars. 50% paid upon incorporation. | Divided into mandatory registered shares. No minimum for a closed SA. 50% paid upon incorporation. |
| Governance | Very simplified. A single shareholder can exercise the powers of the various bodies, including legal representation. | Shareholders' meeting and one or more managers, who may or may not be partners. No mandatory supervisory body. | Meeting, directorio (board of directors) and mandatory síndico, responsible for controlling management and reporting to the meeting. The latter must be a registered accountant or lawyer. |
| Capital movement | Flexible, by entry in the share register. | Restrictive. Pre-emptive right of other partners, approval of the meeting, and especially amendment of the articles of association with notarized deed and registration in the commercial register. Allow several weeks and a real cost. | Free, unless otherwise stipulated in the articles of association. Transfer is made by simple entry in the share register: a few days, a few hundred dollars. |
| Issuance of securities | No | No | Only form that can issue bonds, create categories of preferred shares, and access the Asunción Stock Exchange. |
| Publicity | Low | Accounts not published | Publication of the annual balance sheet in a national newspaper |
| Incorporation | Dematerialized procedure, designed to be fast and inexpensive | Notarized deed and registration | Notarized deed, publication, and registration |
Choosing
The EAS, for the sole entrepreneur
This is the answer to the problem faced by every expatriate freelancer: the SRL required two partners, the SA required more, and therefore someone had to be found to hold a symbolic share. This solution was legally fragile, since even a 1% partner has rights, and practically uncomfortable.
The EAS eliminates this difficulty. A developer, consultant, translator, or e-merchant who wants to bill Paraguayan clients now has a limited liability legal entity, with a single shareholder, and simplified incorporation. A foreign shareholder not residing in Paraguay can set it up by designating a legal representative who meets the residency requirements.
Its limit is that of its design: it targets simple structures. A project requiring multiple investors, elaborate governance, or fundraising falls under the SA.
The SRL, for two or three stable partners
It remains relevant in a specific configuration: partners who will not change, operational activity, a need for discretion on accounts, and a measured budget. An agency, a business, a restaurant, a consulting firm owned by two people who have worked together for years function very well as an SRL.
The point to consider before committing is the rigidity of capital. Bringing in or taking out a partner requires amending the articles of association, therefore a notarized deed, registration in the commercial register, and a delay. If you anticipate any movement, this rigidity will become costly.
The SA, for multi-partner structures
Five situations make it necessary, and just one is enough to justify its extra cost.
A holding company. Holding participations implies being able to sell, pledge, or dismember them. Shares are suitable for this, SRL shares much less so.
Investors entering and exiting. This is the decisive argument. A real estate project with four partners where two plan to exit in three years will cost, as an SRL, several thousand dollars and two months of procedure for each movement. As an SA, a few hundred dollars and one week.
More than twenty-five participants. The SRL cap is absolute. Beyond that, only the SA exists.
A need for bond financing. Issuing bonds on the local market, at rates generally lower than Paraguayan bank credit, is reserved for the SA. This is a real lever for an established company, described in our guide to the Paraguayan bond market.
Organized transfer. Giving the bare ownership of shares while retaining usufruct is handled by entry in the share register. The same operation on SRL shares requires a statutory amendment. For assets intended to pass to children, the difference in fluidity matters.
What it costs
| Item | EAS | SRL | SA |
|---|---|---|---|
| Incorporation | Significantly reduced thanks to the dematerialized procedure | 1,500 to 3,000 USD | 2,500 to 5,000 USD |
| Accounting and declarations | 200 to 500 USD per month | 300 to 700 USD per month | |
| Supervisory body | Not required | 500 to 2,000 USD per year | |
| Publication of balance sheet | Not required | 200 to 500 USD per year | |
| Recurring annual cost | 2,500 to 6,000 USD | 4,500 to 11,000 USD | |
The annual difference between an SA and a simple structure is therefore around 2,000 to 5,000 dollars. This is fully justified if the specific functions of the SA are used. Otherwise, it is purely wasted. Our DNIT accounting service at €30 per month covers the routine obligations of simple structures.
Creating an SA: the steps
The procedure practically takes four to eight weeks, compared to three to five for an SRL and much less for an EAS.
It all begins with the drafting of the articles of association by a Paraguayan lawyer. Denomination, corporate purpose, capital and share categories, duration, registered office, composition and powers of the board, appointment of the síndico, rules for share transfer, allocation of profits: this document conditions everything else and is custom-made. Allow one to two weeks.
Next comes the deed of incorporation before a notary, signed by the founders, which formalizes the capital, its partial payment and the appointment of the first directors. Then the publication of an extract in a national newspaper, an obligation specific to the SA, and the registration in the commercial register, which confers legal personality.
The operational formalities remain: obtaining the RUC from the DNIT, essential for invoicing and declaring, opening the professional bank account, whose compliance procedure takes one to three weeks, and the effective payment of the paid-up capital.
Changing legal form along the way
The transformation of an SRL into an SA is possible: a decision by the assembly with a qualified majority, with a right of withdrawal for opponents, drafting of new articles of association, conversion of shares into stock, notarized deed, registration and publication. Allow 3,000 to 8,000 dollars and four to eight weeks. The reverse operation also exists, and is slightly cheaper.
The arithmetic therefore encourages foresight. If you know that an SA will be necessary within three to five years, create it from the outset: the initial additional cost of one to two thousand dollars is less than the cost of a subsequent transformation. If you don't know, start simple, as transformation remains an option.
Five mistakes to avoid
- Creating an SA for image. The name may sound more serious, but it costs several thousand dollars a year. Banks, suppliers, and Paraguayan clients work interchangeably with all three forms. No commercial discrimination offsets this extra cost.
- Creating an SRL when an SA was required. The symmetrical, and most expensive, mistake. Saving two thousand dollars a year for two years, then paying for a transformation, means losing money and two months.
- Believing in bearer shares. They no longer exist. Paraguay has mandated the conversion of all shares into registered securities, and the beneficial ownership register completes the system. Any promise of anonymity through this means is a red flag about the person making it.
- Appointing a compliant síndico. The auditor of an SA assumes personal responsibility for what they should have detected. A friendly accountant who signs without verifying for a few hundred dollars exposes you as much as they expose themselves, in case of partner disputes or tax audits.
- Neglecting the legal reserve. A portion of net profit must be allocated each year to an unavailable reserve until it reaches a proportion of the capital. This is not an option, and its omission makes the directors liable. A rarely highlighted positive point: profits thus put in reserve are exempt from dividend tax.
Conclusion
Paraguay offers three vehicles, fiscally identical and organizationally very different.
The EAS for the solo entrepreneur, with the simplicity of incorporation and the absence of a nominal partner. The SRL for two or three stable partners in an operational activity, with the added bonus of confidential accounts. The SA when there are multiple investors, capital movements, a holding company structure, or a need for bond financing.
The practical rule: start with the lightest structure your project can support, unless you already know that an SA will be necessary in the medium term. Transformation remains possible, but it costs more than getting it right from the start. Given the consequences of this choice over several years, have it validated by a Paraguayan lawyer in light of your actual project.
Are you preparing your relocation to Paraguay? Contact us: Paraguayan tax residency from €1,400, or €1,800 for the Express formula which is finalized in a single 2-day trip on site, Paraguayan company formation, bank account opening at €250, US LLC formation and DNIT accounting at €30 per month. Write to us on WhatsApp at +595 971 362 302: quick response, in French.