Check the availability of the proposed company name
Agency: Treasury Attorney Office
Business entrepreneurs must verify the availability of the proposed company name. Despite there is available an online database, entrepreneurs usually check the availability at the Treasury Attorney Office.
Time and cost: 1 day, no charge
Draft the company deeds, signed by an attorney
Because company formation documents must comply with corporate laws and regulations, companies customarily resort to legal professionals. Registration and filing of applications (e.g., bylaws to the Treasury Attorney Office, to the court, to the registries) must be signed by an attorney either as the founders’ agent or counsel.
The organization of companies by attorneys acting through powers of attorney is also a common practice. The fee for this formality is about 1% to 3% of the company’s paid-in capital stock. Article 72 (1) of Law No. 1376/88 establishes the official legal fee for this task.
Time and cost: 5 days, 1 – 3% of the paid-in capital stock of the company
Notarize the company deeds
Agency: Notary Public
Company deeds must be notarized. The public notary’s fee for notarizing company deeds is established in the Notary’s Fees Law. A licensed attorney usually drafts the bylaws but a licensed public notary notarizes the deed (the public deed is to be included in the notary’s protocol and registered at the public registries). Attorneys are not legally authorized to notarize or certify documents.
Time and cost: 3 days, 0.75% or 2% of the paid-in capital stock of the company, depending on the capital
Obtain the judicial authorization for the company digital books
Agency: Commercial Registry (Registro Público de Comercio)
The article 78 of Commercial Law requires that certification of the company’s books the Judicial Authority. Since June 2017, it is possible to use digital books for keeping the accounting records.
In order to obtain the judicial authorization, the company must file at the Commercial Registry the following documents:
- Application Form No.18;
- Notification of the accounting system to be used (books or digital records);
- Copy of the legal representative ID;
- Copy of the certificate of incorporation and RUC;
- And payment receipt.
The judicial authority will issue the authorization within the following 45 days, but meanwhile the company can start formally to operate. If the company will opt for the digital accounting record, it will receive a confirmation email with a digital signature (“sello digital”). The digital signature must be stamped in all loose pages of the accounting records.
The company can also keep using the traditional books. They must be submitted to the Commercial Registry to have all the pages sealed. On the first page, a seal indicates how many sealed pages the book contains and that it was registered, specifying the court order number, the date, and the name of the judge who rendered the order.
The company must keep special commercial books at their registered office. The number of books and the accounting system to be used are left to the merchant’s discretion. At a minimum, however, a daily record of business transactions (daily record book) must be kept, and an accounting of current inventory must also be maintained in a separate book (inventory record book). Other books may be required for certain types of commercial activities according to law.
Accounting books and documentation must be kept by a merchant for 5 years following the date that the last entry was made. All corresponding business receipts or vouchers must also be kept and maintained by the merchant during that 5-year time frame, to allow for auditing of the company’s books or records. Corporate books are required to keep the records of the minutes of the board of directors and shareholders’ meetings, as well as the labor books pursuant to the Labor Code and regulations. Books must also be authorized and sealed by each corresponding agency (corporate, tax, labor, social security).
Time and cost: 1 day, GRN 28.062 (Judicial authorization of books) + GRN 35.078 per digital record book
Register the company at the Single Window (SUACE)
Agency: Single Window (Sistema Unificado de Apertura y Cierre de Empresas – SUACE)
Companies can be registered at each government agency or at SUACE (Sistema Unificado de Apertura y Cierre de Empresas), the one-stop shop to register a company established in December 2006 by the Ministry of Industry and Commerce. Through SUACE, founders are able to comply with the following procedures to register a company with the relevant authorities:
- Submit all documentation at the Single Window at SUACE for revision and approval. Once approved, the documents are scanned, and the information is uploaded to a single application form (formulario único). SUACE assigns an identification number that allows the founder to monitor the registration process through the Web site.
- The bylaws and other company formation documents are submitted to the Treasury Attorney Office (Abogacía del Tesoro) which reviews them and issues a registration and publication order.
- An application for tax registration is submitted to a delegate of the Ministry of Finance (Ministerio de Hacienda).
- An application for the taxpayer’s registry number (Registro Único de Contribuyentes, RUC) is submitted.
- An application for the relevant Municipal licenses and permits (Patente de Comercio, Resolución y Certificado de Licencia de Habilitación de Establecimiento) is submitted to the Municipality of Asunción for fee verification and assessment. The Municipality issues the licenses upon inspecting the site and approving the documentation.
- An application for registration with Social Security Institute (Instituto de Previsión Social) is submitted.
- An application for registration with the Ministry of Justice and Labor (Ministerio de Justicia y Trabajo) to start hiring employees is submitted.
The fees are as follows: GRN 39,253 (Commercial Registry fee) + GRN 39,253 (Public Registries of Legal Entities and Associations) + GRN 62,804 (Special Tax).
The fees for the business license are: 2 stamps of GRN 1000, 1 stamp of GRN 300 and 1 sealed paper of GRN 300.
Time and cost: 25 days, see procedure details
Publication of an extract of the bylaws in the Official Gazette and a newspaper
Agency: Official Gazette
The treasury attorney orders the publication of an extract of the bylaws in the Official Gazette and another newspaper of wide circulation in the market in which the company is located. The extract is published for 3 consecutive business days.
Time and cost: 4 days (simultaneous with previous procedure), USD 19 Official Gazette + USD 133 newspaper
Receive a site inspection from the Municipality to obtain a Business License
Before conferring the business license, municipal inspectors perform an onsite inspection of the company’s main office to verify compliance with municipal ordinances.
The fees for obtaining the municipal license are the following:
- Administrative fees for issuing the license: 12 stamps of GRN 300, 4 stamps of GRN 1,000;
- Report of the company land use: GRN 115,000;
- Payment for the business license (‘patente comercial’) for a company with assets between GRN 100,000,001 and GRN 300,000,000: the fee is GRN 273,700 plus 0.2% of the exceed to the inferior limit;
- Payment of the municipal license (‘licencia municipal’) for a company with more than 350 square meters: 0.077604 (7.8%) of the minimum daily salary for each additional square meter from 350;
- Transfer fee for the inspection: 0.099778 (10%)of the minimum daily salary.
Time and cost: 2 days (simultaneous with procedure 5), see procedure details