The Law N° 7.572 was promulgated on November 7, 2025, establishing a new framework for the securities and products market, broadening the scope of supervision and strengthening the powers of the Central Bank of Paraguay (BCP) and the Superintendence of Securities (SIV).
This regulation repels several previous laws and updates their content in a new legal regime that compiles regulations concerning the Securities Market, Equity Investment Funds, Products Exchanges, Securitization Companies, and Risk Rating Agencies.
General provisions
- The law regulates the Securities and Products Market, as well as investment services and activities.
- One of the most significant additions is the establishment of "reducing systemic risk" as one of its objectives, which represents a major shift in the supervisory approach.
- The BCP sets the regulatory policies, approves authorizations and general regulations, and resolves administrative appeals in the final instance, while the SIV is the executing body that implements the BCP's policy, carries out inspections, and issues operational regulations.
- The SIV has the authority to issue immediate cease and desist orders for the improper use of reserved names and to order the removal of misleading advertising without prior summary proceedings.
Authorizations and Corporate Governance
- Verification of the final beneficiary and policies for the Prevention of Money Laundering and Terrorist Financing become mandatory requirements under the law to obtain initial operating approval.
- The "Public Registry of the Securities and Products Market" is created, with registrations resolved by the BCP's Board of Directors or by the SIV if delegated.
- The BCP will determine, through regulation, the mechanisms for the protection of minority investors that must be included in the social statutes of Publicly Traded Corporations (by its acronym in Spanish SAECA).
- It is established that SAECA will arrange for the registration of scriptural (book-entry) shares in the central securities depositories, replacing the mandatory share registry book stipulated in Article 87 of Law N° 1.034/83 "ON MERCHANTS".
- The possibility of holding teleconference assemblies is legally incorporated.
Transparency, confidentiality, and sanction regime
- The SIV may suspend or order the preventive cessation of operations, acts, and activities when systemic risk or other material risk situations are observed without prior summary proceedings, formalizing a set of non-sanctionary measures focused on risk prevention and management.
- Liability for false or misleading information is extended to directors (or those assimilated) and statutory auditors, who are jointly and severally liable for damages caused to third parties.
- The role of the external auditor as an accomplice in fraud or in the undue obtainment of benefits is explicitly penalized, such as falsely issuing opinions or providing false data.
Public offering and new instruments
- The definition of security is broadened to include assets based on Distributed Ledger Technology (DLT/Blockchain).
- Investment agreements in collective projects with an expectation of profit are included, promoting crowdfunding that boosts MSMEs (Micro, Small, and Medium-sized Enterprises).
- Cross-listing is regulated, allowing the public offering in Paraguay of securities already listed on foreign markets without the need for the issuer to be constituted in the country.
- Emissions carried out in the national territory may be subject to foreign legislation and jurisdiction, in accordance with regulation.
Equity investment funds
- The activation of mechanisms for the temporary restriction or suspension of redemptions in Mutual Funds is permitted as an exception, to protect the interests of investors or the stability of the fund, seeking to avoid the sale of assets at low prices.
- Funds are classified as either public or private offering.
- Private offering funds are not subject to prior registration in the SIV registry and are limited to qualified, accredited, or institutional investors.
- They include private equity funds, venture capital funds, and others to be determined by regulation.
Market structures and securitization
- The Clearing House is created, intended to act as a central counterparty and assume the responsibility of guaranteeing the fulfillment of obligations.
- It will also be responsible for the administration of the clearing and settlement systems for transactions with negotiable securities.
- The functions of the Central Securities Depositories are expanded to include the clearing and settlement of operations, in addition to their traditional roles, and expressly include the functions of managing guarantees and acting as a counterparty.
- The legal figure of the Endorsement in Custody is introduced for the immobilization of physical securities, allowing the Central Securities Depository to register them in an account securely and efficiently without acquiring ownership.
- A distinction is made between securitization for public offering and securitization for private offering without prior registration destined for qualified, accredited, or institutional investors.