How to Run a Compliant AGM in Paraguay

Annual General Meetings (AGMs) are a cornerstone of corporate governance. Running an AGM in Paraguay is also a legal obligation, one that carries real consequences if mishandled. This guide breaks down the key requirements for both Stock Corporations (S.A.) and Limited Liability Companies (S.R.L.) so your company can stay compliant and run a smooth AGM every year.

Who is responsible for calling the AGM?

Responsibility for calling the meeting also differs by company type.

For S.A.s, the Board of Directors (BoD) is authorised to call the AGM under Article 1081 of the Civil Code. If the BoD refuses a valid request, shareholders may seek court authorisation. In such cases, a judge will designate a person to preside over the meeting.

For S.R.L.s, the manager (gerente) is responsible for calling the partners’ meeting, as established in the contrato social. If the manager fails to act, partners may also seek judicial intervention.

What are the notice requirements for an AGM in Paraguay?

Notice requirements differ significantly between company types.

For S.A.s, notices must be published in a widely circulated newspaper for five consecutive days. The meeting must then be held no earlier than 10 days and no later than 30 days after the last publication. This gives shareholders adequate time to review the agenda and prepare.

For S.R.L.s, the manager notifies partners directly at their registered address. The notification must be reliable and verifiable. No newspaper publication is required. The specific notice period and format are governed by the contrato social. Where the contrato social is silent, the S.A. rules apply by default.

Where and how can the AGM be held?

S.A.s must hold their AGM in person at the company’s registered address. Remote or hybrid formats are not currently provided for under the Civil Code for S.A.s.

S.R.L.s have more flexibility. Their contrato social may define the meeting format and location. If it is silent, the same in-person rules as S.A.s apply by default.

What quorum and voting rules apply?

Rules differ depending on the company type.

For S.A.s, the AGM is valid in first call when shareholders representing the majority of voting shares are present. In second call, the meeting proceeds regardless of the percentage of capital represented. Voting rights are proportional to the number of voting shares held. All shareholders may challenge decisions made at the AGM.

For S.R.L.s, quorum and voting thresholds are primarily set out in the contrato social. Where the contrato social is silent, decisions generally require a majority of quota-holders. Partners should therefore always review their contrato social carefully before the meeting.

Can shareholders vote by proxy?

For S.A.s, shareholders may appoint a proxy to represent them. However, the following individuals cannot act as proxies: directors, trustees, managers, and employees of the corporation. The proxy appointment must be in writing, submitted before the meeting, and must clearly state the proxy’s name, authority, and duration. Foreign legal entities may additionally require consular legalisation or an apostille, in accordance with guidance from the Abogacía del Tesoro.

For S.R.L.s, proxy arrangements are governed by the contrato social. Where the contrato social is silent, the S.A. rules apply. Partners should confirm proxy eligibility rules in their own founding documents before the meeting.

What items belong on the AGM agenda?

For S.A.s, Article 1079 of the Civil Code requires the ordinary AGM to address:

1. The annual directors’ report, balance sheet, profit and loss account, and distribution of profits
2. The trustee’s report and any other matters relating to company management
3. Appointment of directors and trustees and the setting of their remuneration
4. Responsibilities of directors and trustees, and their removal where applicable

For S.R.L.s, agenda items are governed by the contrato social. In practice, they typically cover the approval of financial statements, distribution of profits, and key management decisions. Note that S.R.L.s are not required to appoint trustees unless the contrato social provides for this. In addition, shareholders and partners in both company types may propose additional items in writing. The managing body must review and include these if they fall within the company’s statutes or contrato social.

What role do trustees play in the AGM?

For S.A.s, trustees (síndicos) are mandatory. They oversee the company’s management, verify compliance with applicable laws, and present a comprehensive report on the company’s financial position to shareholders at the AGM. Trustees may be appointed for a maximum of three financial years.

For S.R.L.s, trustees are not legally required unless the contrato social specifically provides for them. As a result, governance oversight falls primarily on the manager and the partners themselves.

What post-AGM filings are required?

After the AGM, companies have 15 working days to notify the DGPEJBF. This applies to both S.A.s and, where applicable, S.R.L.s. In addition, all legal entities must update their records in the Administrative Registry of Legal Persons and Beneficial Owners annually, with a deadline of 30 June each year. Failure to meet this separate filing deadline can result in fines ranging from 50 to 500 minimum daily wages.

What happens if a company fails to comply?

Failing to notify the DGPEJBF of the AGM within the 15-working-day window results in an administrative warning rather than a direct monetary fine. However, failure to update the beneficial ownership registry by 30 June can trigger significant financial penalties. Non-compliance also creates legal exposure and reputational risk. Companies that miss deadlines or skip procedural steps therefore risk both regulatory consequences and damage to their corporate standing.

What’s next?

Managing AGM compliance in Paraguay calls for detailed planning and full legal awareness. That is especially true when these obligations sit alongside broader governance and reporting requirements. For more insights into AGM processes in other jurisdictions, explore our article Cayman Islands Companies Act Amendments 2026 Explained.

Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses looking for an efficient, scalable solution can take the following actions:

• Request a Demo – See Klea in action for your organisation.
• Start a Trial – Experience firsthand how automation reduces workload and improves efficiency.
• Talk to Our Experts – Get tailored recommendations based on your entity management needs.

Company secretarial software solutions play a crucial role in modern businesses that require structured governance, consistent compliance, and accurate legal entity management. With Klea, organisations can ensure corporate governance remains efficient, transparent, and risk-free.

Legal Disclaimer