How to Liquidate a Company in Paraguay

Lately, foreign investors have been looking to set up business in Paraguay as it has been working on recovering its economic growth and cutting superficial government spending to improve its quality and move toward more efficient administration. Though there are many good reasons to do business in the country, projects may don’t go as planned and business owners may decide to liquidate a company in Paraguay as a final decision.

Key Takeaways:

Reasons for company liquidation

Liquidation arises from different circumstances indicated in the company’s bylaws and in the Paraguayan Civil Code, its laws, regulatory presidential decrees and ministerial resolutions. Different articles of the Paraguayan Civil Code highlights the following key reasons to liquidate a company in Paraguay:

Art.1003. The company is extinguished

1. due to the expiration of the term, or due to the fulfillment of the condition to which its existence was subordinated; in both cases, even if the business that was intended is not concluded;
2. for the realization of the social purpose;
3. due to the physical or legal impossibility of achieving a said end, either due to the complete loss of capital, of a part of it that prevents achieving it; or by bankruptcy;
4. by unanimous agreement of the partners;
5. if it were two people, due to the death of one of them; and
6. for the other causes foreseen in the social contract.

Art.1004. The company may be dissolved at the request of any of the partners

1. by death, resignation or removal of the administrator named in the social contract, or the partner put up by your industry, or by a participant whose personal service is necessary to continue the business turn;
2. for the breach of the provision of one of the partners; and
3. when it is of unlimited term.

Art.1005. Judicial decision to liquidate

In the judicial dissolution of the company, the sentence will take effect retroactive to the day it had placed the generating cause.

SUACE: Unified System for Opening or Liquidation of Companies

SUACE (Sistema Unificado de Apertura y Cierre de Empresas) created a bylaw (Bylaw No. 4,986/2013) as a single window for the opening, formalization and/or closing of physical and legal companies. It simplifies, streamlines and makes transparent the process of opening new business ventures.

It is an institutional scheme to strengthen the business climate in Paraguay. This bylaw contributes to the increasing number of foreign and national entrepreneurs interested in investing, producing and/or trading in the country. 

Steps to liquidate a company in Paraguay

Companies must go through a dissolution process before undertaking the liquidation procedure in Paraguay.  Likewise, the company’s liquidation and cessation of its commercial activities must be communicated to:

• The Public Registry of Commerce and Treasury Advocacy.
• Company Registration and Inspection Directorate (Dirección de Registro y Fiscalización de Sociedades).

To liquidate a company in Paraguay, the company must be formalized through Public Deed before a public notary and be registered in the Public Registry of Commerce (Dirección General de los Registros Públicos). The liquidation also needs to be communicated to the Treasury Advocacy (Abogacía del Tesoro).

In summary, the following are the necessary steps to liquidate a Company in Paraguay:

1. Appoint a liquidator
2. Complete the administrative form from SUACE and SET (Sub Secretaría de Estado de Tributación)
3. Present evidence of Public Deed
4. Publication in the Official Gazette.

This process is established in the Civil Code, which includes the following details:

Art.1006 and 1007: liquidation of assets

Once a company is dissolved, its assets will be liquidated. The society will subsist to the extent that the liquidation requires it, to conclude the pending matters, to initiate the new operations that she demands, and to administer, preserve and realize the social patrimony.

The obligations and responsibility of the liquidators are regulated by the provisions established with respect to the administrators, provided that nothing else has been provided.

Art.1008 and 1009: liquidator responsibilities

The administrators must deliver to the liquidators the assets and social documents and present the management account for the period following the last accounting. The liquidators must take charge of the assets and social documents, and draw up and sign together with the administrators, the inventory that results in the active and passive status of the equity.

The liquidators must perform the necessary acts for the liquidation, and if the partners have not provided otherwise, they can sell the social assets and make transactions and commitments.

Art.1010. ensuring payments to creditors

The liquidators cannot distribute among the partners, not even partially, the social assets, as long as the creditors of the company have not been paid.

If the available funds are insufficient to pay the social debts, the liquidators can ask the partners for the sums still due on the respective quotas, and if necessary, the necessary sums, within the limits of the respective responsibility and in proportion to each other’s part in the losses. In the same proportion, the debt of the insolvent partner is distributed among the partners.

Art. 1011: contributions to partners

To proceed to the partition of the assets, the losses and the gains will be divided according to what has been agreed. If only the share of each partner in the profits has been agreed, the corresponding in the losses will be the same. In the absence of any convention, the respective contribution will determine the part of each one, and that of the industrial partner must be determined equally by the judge.

Final arrangements

To finalize a liquidation process in Paraguay, the company must prepare the following documents:

• Original balance of liquidation and inventory.
• Original closing balance (final).

Note: to completely liquidate a company in Paraguay, you must communicate the agreement to the Mayor Offices, Ministry of Labour (MTESS or Ministerio de Trabajo Empleo y Seguridad Social), National Pension and Health Plan (IPS – Instituto de Previsión de Social), the Municipality and other entities that still consider the company as active.

Considerations when liquidating in Paraguay

Some considerations the company must take into account when liquidating a company are:

• The company keeps its legal status, but it stops normal activities.
• The corporate purpose is modified to realize the assets and settlement of any of its liabilities.
• When the liquidation process starts, the General Manager ceases activity and the legal representation of the company. At this point, the liquidator(s) takes charge of the company.
• The company must add the expression “In Liquidation” to its company’s name.

The aim of this process is the corresponding distribution of the social assets resulting from liquidation among the shareholders. The distribution occurs after all pending operations are successfully completed.

FAQs for liquidating an entity in Paraguay

Based on our extensive experience these are the common questions we receive from clients about liquidating an entity in Paraguay.

Liquidate your company in Paraguay with Biz Latin Hub

In times of economic difficulty, quick decisions and action are necessary. Only in this way, you will protect your company assets when faced with an eminent lack of liquidity to honor debts with creditors. Keep in mind that closing a business involves money, so it is not advisable to wait until the last moment.

When liquidating your company, make sure to have a local partner so they can guide you through the complex procedure. Biz Latin Hub has offices located in Paraguay to provide specialist legal and accounting services to manage your exit strategy. Get in touch with us today for your first step in the direction of a new beginning.

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