Law No. 7.572 on the Securities and Products Market has been enacted. The norm repeals previous legislation, including Law No. 5810/2017 and Law No. 7162/2023, consolidating the regulatory framework into a single legal body. The law maintains the supervisory structure with the Central Bank of Paraguay (BCP) as the enforcement authority but introduces modifications to the nature of securities and the regulator’s powers.
The most relevant changes for issuing companies lie in the share regime and the tightening of controls. The law mandates the obligatory dematerialization of shares for Publicly Traded Corporations (SAECA), establishing in its Article 94 that capital must be represented by book-entry shares. Article 102 stipulates that the registration of these shares in a Central Securities Depository formally replaces the Shareholder Registry Book. This migration of the registry from the company’s internal sphere to a centralized depository also fulfills the obligation to report beneficial owners.
Concurrently, supervisory powers are redefined. The law grants the regulator explicit, stronger tools. Article 26 empowers it to request information without banking, tax, or securities secrecy, or any other restriction, being invoked against it. Article 38 allows the BCP to demand regularization plans from entities exhibiting weaknesses. The law also creates a specific criminal regime. Title XVI (Article 321) criminalizes new offenses, such as price manipulation or the use of privileged information, with penalties of up to five years.
For SAECAs, the operational implication is the legal obligation to convert their entire physical share capital into book-entries and transfer the administration of their shareholder registry to a Central Securities Depository. For boards and administrators, the inclusion of a specific criminal chapter (Art. 321), combined with the regulator’s power to override banking and tax secrecy in its investigations (Art. 26), increases the personal exposure and legal risk associated with managing a public company.