On August 24, 2021, Decree No. 5871 was published in the Official Gazette of Paraguay, which regulates the process of application of the impediments, prohibitions, and consequences for breaches of obligations established in Law No. 5895/2017 and establishes provisions on the liquidation and dissolution of corporations.
1. Legal breaches
The following are considered as breaches of the obligations set forth in Law No. 5895/2017, liable to impediments, prohibitions, and consequences:
- Failure to amend the bylaws to convert shares or the communication thereof after the deadline.
- Failure to exchange bearer shares for registered shares or having done so after the deadline.
- The inadequacy of the share capital.
- Failure to communicate or update data in the Administrative Registration of Persons and Legal Structures.
- Failure to communicate or update data in the Administrative Registration of Final Beneficiaries.
- Failure to file requested information, clarifications, or documentation.
2. Tin lockout
It is provided that impediments, prohibitions, and consequences shall be applied within 5 working days from the day after the Tax Administration becomes aware of them, and their duration shall be extended until the taxpayer proves through the presentation of the proof that the detected non-compliance has been regularized.
3. Corporations without procedures
It is provided that corporations that have not initiated the process of amending the bylaws for the conversion of shares through the request for the pertinent opinion or have done so after the established legal term must proceed to the liquidation and dissolution of the corporation without further procedures.
4. Formalities for liquidation and dissolution assembles
It is provided that corporations must hold their liquidation and dissolution assemblies under the formalities and terms of the regulation. The participation of bearer shares will be allowed.
5. Call of creditors of companies in liquidation
In those cases, the liquidation of the companies entails the process of calling for creditors or bankruptcy, the provisions set forth in Bankruptcy Law No. 154 shall be observed.
6. Coming into force
The rule is effective as of August 25, 2021.
Source: La Gaceta 25/08/21