Investing in Paraguay by Finance in Paraguay

INVESTING IN PARAGUAY

CONTENTS A.

AREAS OF INTEREST 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15.

FISCAL AND LEGAL INCENTIVES 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15.

Introduction Economic Sectors for Investment in Paraguay Privatization of State Enterprises Telecommunications Water Supply and Sewage Energy Natural Resources International Waterway “Hidrovía Paraguay-Paraná” Free Trade Zones Maquila Operations Leasing Real estate Competition Act E-commerce Public-private alliances

Equal Policies for National and Foreign Investments Investment Act Investment Promotion Act Investment Guarantees Banking and Insurance Stock Markets Trust and Fiduciary Relationships Migration Act Labor Legislation Representation, Agency and Distribution Act Pharmaceutical and Health Products Intellectual Property Protection Acknowledgment and Enforcement of Foreign Judgments Arbitration MERCOSUR Preliminary Measures

MERCOSUR 1. General Principles 2. Instruments for meeting MERCOSUR’s objectives 3. Benefits for Paraguay in joining the MERCOSUR

ESTABLISHING A COMPANY IN PARAGUAY 1. Branches or Representatives of Foreign Companies 2. Limited Liability Corporations Berkemeyer Attorneys and Counselors | Asunción - Paraguay

3. Corporations 4. Hague Apostille E.

SOURCES

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INVESTING IN PARAGUAY A

AREAS OF INTEREST

1. INTRODUCTION Paraguay is located in the heart of South America with no maritime coast. Historically the economy has been characterized by the predominance of agriculture and cattle production. Today it has positioned itself as the eight leading exporter of meat and the fifth ranking nation as an exporter of soybeans. In addition, Paraguay also always stood out as the main exporter of energy in South America and was one of the principal net exporter world-wide clean energy with two international hydroelectric dams. However, over the years a moderately diversified economy has been developed, achieving in 2010, the largest economic expansion in Latin America. The industrial sector's growth is mainly consequence of foreign direct investment by multinational companies in the production of edible oils. In addition, important advances have occurred in the mining sector with the discovery of deposits of titanium, uranium and gold. As a member of MERCOSUR (Common Market of the Southern Cone), the trading block formed in 1991 by Brazil, Argentina, and Uruguay. It is also a member of the World Trade Organization (WTO) since 1997. Regarding foreign trade, the country has an open economy with principal trading partners such as Brazil, Argentina, China, the United States and Russia. There are no restrictions, discriminations or limitations for foreigners in any sector, and investment law sets forth equal policies for local and foreign investors in all sectors. The private investment laws also grant fiscal exemptions, as well as administrative and legal incentives with special regimes to foreign and local investors. So, Paraguay’s economic system is based on free trade, making a free currency exchange system, free import and export, and free transfer of capital have been introduced. There are no restrictions or limitations for foreigners in any sector, and its investment legislation set forth equal policies for local and foreign investors in all sectors. Regarding economic activity, national legislation limits the Government´s intervention in entrepreneurial activities and grants private initiative a more important role in investment and economic growth. The private investment legislation, which grants fiscal exemptions and administrative and legal facilities to foreign and local investors, has established these grounds. Law also grants private initiative a more important role in investment and economic growth with recent legislature such as Public-Private Partnership (PPP) and Competition Law. For instance, the goal of the Public-Private Partnership law is to establish standards and mechanisms to promote Berkemeyer Attorneys and Counselors | Asunción - Paraguay

partnerships between the public and private sectors for investment in public infrastructure and the provision of services, as well as in the production of goods. The law establishes a clear framework for public-private partnership contracts, and regulates private initiatives and regulates the use of trusts for the purposes specified in the law. Contracts may include management of infrastructure and services, which include road projects, rail, port, airport, waterway dredging and maintenance of the rivers which surround Paraguay, social infrastructure, electrical equipment and urban development. In sum, currently Paraguay has a growing and diversifying economy with abundant natural resources and excellent human capital, which is always been accompanied by an open trade principle and promotion of a legal framework to protect investors. The upcoming years promise to be an excellent year for Paraguayans and those who are betting on the country.

2. ECONOMIC SECTORS FOR INVESTMENT IN PARAGUAY Paraguay offers important options for private investment in the telecommunications sector. The sector was opened to private investors in 1995 and has experienced growth beyond expectations ever since, particularly in mobile phone services. The sector is set to further experience a major change as the State telecommunications company is passed on to the private sector. Water supply and sewage services in sectors of the countryside have been opened to private investment, having set up the appropriate legal framework and created the regulating agency in late 2000. As a country rich in energy generated by two main sources, the bi-national hydroelectric dams built together with Brazil and Argentina, Paraguay also constitutes a convenient location for energysensitive industries. Industries focused on local market supply and export activities are seen as other options, among which are cast metals, textiles, vegetable oils, dairy products, leather and hides, beef and timber products, cold storage facilities and transportation. Paraguay’s main products are: cotton, soybean, sugarcane, meat, timber, vegetable oils, corn, rice, tobacco, manioc (cassava), fruits and vegetables, among others.

Overall, the main investment attractions in Paraguay could be listed as follows: 

abundance of natural resources



abundant electrical energy, environmentally clean and renewable;



mainly young population that is trainable;



stable macroeconomic and a fiscal policy with the lowest tax burden in the region;



ample advantage and benefits for foreign and domestic investments; Berkemeyer Attorneys and Counselors | Asunción - Paraguay



quick return on investment with fast growing economy;



it is among the world's top exporters of soybean and beef, with high productivity and capacity for expansion;

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strategic location in the heart of South America with free access to MERCOSUR;

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center of the Paraguay-Parana Waterway with free navigation throughout the year for river sea trade;

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good levels of quality of life and safety.

Paraguay's advantages for investors include open business environment and a geographical location conductive to business. It offers macroeconomic stability by providing a healthy environment for investors, including low inflation, financial stability and legal incentives for investment discussed further below. One of the key areas to invest in projects involving the improvement of infrastructure. As mentioned before, Paraguay has developed a diversified economic growth in the primary and industrial sector. Nevertheless, the country lacks of the proper road, rail, port, airport connectivity; waterway dredging and maintenance of the rivers; social infrastructure; electrical equipment and urban development. Considering this situation, the government has recently passed the Public-Private Partnership Law in order to promote projects in this area with favorable conditions to the private sector. Another current key area is the real estate market, a renovated business with world class hotels and apartment buildings as flag ship.

3. PRIVATIZATION OF STATE ENTERPRISES Enactment of Act 1615/2000, addressing government reform and privatization of State companies, opened the way for a series of privatizations and extensive structural reforms in Government administration. Earlier privatizations enabled the transition of steel, alcohol and fleet companies to the private sector, as well as the State airline.

4. TELECOMMUNICATIONS The sector must rely on foreign investment to level the average impact of other countries of the region. The expansion of mobile phone services has overtaken the number of fixed lines, while other value-added services have also experienced outstanding growth. Berkemeyer Attorneys and Counselors | Asunción - Paraguay

The National Telecommunication Commission – CONATEL – created by Act 642/1995 is the regulating agency for telecommunication services. It may be said that the sector is open to competition, except for fixed lines and international carrier services, which remains under State monopoly. CONATEL processes all concession, license and permit applications and it is in charge of developing, implementing and enforcing the regulatory policy, analyzing and proposing tariff regimes, approving technical standards, assessing conformity of equipment, monitoring quality of service, and preventing anti-competitive practices among other duties. Telecommunication services are classified into two basic services, broadcasting and value-added services. Basic services may be rendered under a concession granted by the State, which must be approved by Congress. Broadcasting and value-added services may be rendered under a license or permit. Concessions are granted for a period of 20 years and may be renewed in accordance with the terms and conditions of the contract. Broadcasting licenses are granted for a period of 10 years, and may be renewed for an additional period. All other services may be licensed for a period of five years and are renewable upon Licensee’s request.

5. WATER SUPPLY AND SEWAGE Act 1614/2000 established the framework for water supply and sewage services and created the regulatory agency – the Regulating Entity for Sanitary Services – ERSSAN. ERSSAN is in charge of developing regulatory standards for suppliers and users, preventing anti-competitive practices, supervising investment and tariffs and, in general, enforcing applicable legislation. Concessions may be granted for up to 30 years, whereas permits for a maximum of 2000 individual connections may be granted for a 10-year-term. The sector must rely on foreign investment for expansion in order to level the average impact of other countries in the region.

6. ELECTRICITY Paraguay has abundant hydroelectric energy provided by the Acaray (national), Itaipú (binational) and Yacyretá (binational) power stations, with countrywide supply networks. Reforms are being proposed to unbundle the sector and allow private investment in hydroelectricity and thermal power. 6

7. NATURAL RESOURCES Berkemeyer Attorneys and Counselors | Asunción - Paraguay

Paraguay has substantial natural resources mainly for forestry, agriculture and cattle raising, as well as potential reserves of natural gas and non-ferric minerals. Abundant fresh water sources and rainfall provide a wide range of investment opportunities related to the industrialization of timber, agricultural products and food production. Reforestation is encouraged through tax incentives. The economic, political and legal framework for investment in the hydrocarbon sector in Paraguay moment is outstanding. The government decided to give a strong boost to oil and gas exploration, which, added to the growth of the Gross Domestic Product (GDP) and the results of geological studies, predict excellent prospects for the activities of this nascent industry, with potential incalculable. As for the chances of finding oil, the expectations based upon the work of the private companies within areas that belong to the same basins from which oil is extracted since several years ago on the Argentine side, are encouraging. Paraguay shares five sedimentary basins with neighboring countries, in four of which there is production of hydrocarbons. Experts say that the prospects for finding hydrocarbons in Paraguay are high. However, it is recognized that at the country level exploration is still in its infancy because of 25 exploratory blocks in only two activities are carried out, so that there is a great task to develop yet. The studies and oil exploration works made recently showed that serious work began in this area in Paraguay, so exploratory projects will come into its decisive phase in 2014 with the drilling of wells. There is no technical reason why this country lacks such resources, but obviously, perforations must be made to make contact with the potential reservoir. General Hydrocarbon Act 779 of 1995, provides significant tax advantages to investors, and expressly stipulates as follows: "With the exception of fees, prospecting and exploration are exempt from any tax, state and municipal taxes, including permit applications and exploration concessions, and the respective contracts". Only during the exploitation period, paraguayan Act provides the following tax system, low impact compared to other countries: a) An initial fee of USD 0.30 per hectare; b) An annual operating fee per hectare: i.

From 1st to 5th year

: USD 0.20

ii.

From 6th to 10th year

: USD 0.60

iii.

From 11th to 15th year

: USD 1.60

iv.

From 16th to 20th year

: USD 2.00

For royalties, the grantee shall pay to the Paraguayan Government on the gross production of crude oil: a) From one hundred (100) barrels until 5000 (five thousand) barrels, 10% (ten percent); Berkemeyer Attorneys and Counselors | Asunciรณn - Paraguay

b) Since 5001 (five thousand one) barrels per day, up to 50000 (fifty thousand) barrels 12% (twelve percent) and, c) Since 50001 (fifty thousand one) barrels onwards 14% (fourteen percent).

8. INTERNATIONAL WATERWAY “HIDROVÍA PARAGUAY-PARANÁ” MERCOSUR member countries (Argentina, Brazil, Paraguay and Uruguay) and Bolivia have designed an ambitious multi-lateral project known as the “Hidrovía Paraguay-Paraná” (hereinafter called the “waterway”), an international waterway seeking rivers Paraguay and Paraná to be permanently navigable along 3.500 km from Puerto Cáceres (Brazil) to Puerto Nueva Palmira (Uruguay). Paraguay’s geographical location, the Waterway, other projects such as the Paraná-Tieté Hidrovia (Paraná-Tieté Waterway) in Brazil, the Bioceanic Corridor connecting the Atlantic and Pacific Oceans, will significantly facilitate communication between countries of the region and shall turn Paraguay into an important alternative as center of production, supply and rendering of services within the framework of the River Integration Plan between MERCOSUR member countries and Bolivia

9. FREE TRADE ZONES Act 523/1995 that rules free trade zones has the purpose of encouraging investments, employment, exports and international trade. Export transactions in a free trade zone are exempt from all national, departmental and municipal taxes. Significant fiscal incentives are guaranteed to Licensees and Users to facilitate establishment and operation in free trade zones. Concessions are executed through a joint agreement signed by the Paraguayan Government to build and operate a specific area as a free-trade zone. Concessions shall be granted for a term of thirty (30) years, unless the licensee applies for a shorter period of time, counted as from the date of the granting of the agreement. The term may be extended for an equal term in accordance with the Acts ruling free trade zones at the time of the extension, provided that the licensee has duly met its legal and contractual obligations.

10. MAQUILA OPERATIONS Act 1064/1997 created the framework to facilitate the establishment of assembly plants or maquila factories that could profit from the country’s lower industrial and labor costs compared to other countries of the region. The Act provided further incentive to export-oriented investment, and further Berkemeyer Attorneys and Counselors | Asunción - Paraguay

strengthened a legal framework, which has long given foreign investors unrestricted access in all sectors of the Paraguayan economy. The legal scope embraces both the assembly of products and the performance of services. The National Council administers the program for the Maquila Export Industry and the Program Unit, a one-stop-shop that handles the reception and processing of all applications and approvals. Materials and equipment for processing are imported under the drawback system that suspends tax and tariffs payment until the final product is re-exported. The Customs Authority demands a guarantee in order to clear goods imported under the drawback system. It is possible to obtain a bond from an insurance company in order to fulfill this requirement. Processed materials must be re-exported within a maximum term of six months. Machinery and equipment may remain in the country during said term, at the end of which they must be re-exported without incurring in tax payment. MERCOSUR regulations of origin are applicable to trade with Brazil, Argentina and Uruguay, whereas WTO regulations of origin apply to trade with all other countries. The Act practically eliminates income tax and, instead, establishes a 1% tax to be levied on the value added within the country. The tax is effectively assessed on the value invoiced by the exporting company. Paraguay offers good opportunities for maquila operations given its low labor cost, abundant energy supply, and a central geographical location with easy access by road or river to the largest South American markets.

11. LEASING Leasing or Financial Lease Act 1295/1998 introduced a commercial and financial alternative into the Paraguayan market. The Act focuses on two main objectives: to offer legal security to both the lessor and the lessee and provide tax incentives making the operation attractive for all parties. Leasing companies that wish to operate in Paraguay must constitute a stock corporation and include the following legal denomination after its trade name: “Sociedad Anónima de Arrendamiento Financiera” or “Sociedad Anónima de Leasing Financiero.” Registered stocks must represent capital and the corporate purpose must be limited to the performance of financial and commercial leasing operations subject to legal terms.

12.

REAL ESTATE

In the period between 2013, 2014 and 2015, the Capital city will see the emergence of more than 600,000 m2 in luxury buildings.

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Right now, the boom of economic sustainability has attracted 18 companies, members of the Paraguayan Chamber of Real Estate Developers (CAPADEI, in Spanish), which are running several major projects whose investments now exceed USD 500 millions. Corporate and commercial buildings and residential units are the main attractions. These figures only relate to the square meters by 18 firms that are part of the Paraguayan Chamber of Real Estate Developers (CAPADEI). The enterprises have the security of a solid law, property matters guarantor of private property, constitutional support; well as administrative procedures tend to progressive simplification of procedures related to building permits. The main references, including the World Trade Center (WTC) resulted in the generation of 39,500 industrial sources. CAPADEI has gone beyond the capital city and it has gestated the idea to form committees in some country areas where industrial projects, commercial complexes and apartments are rising rigorously to quantify the investments made in the country. The odds are in favor of keeping this increasing rate as more high estate plans, including the Sheraton WTC and Ciudad del Este, more shoppings at the country borders and industrial developments in Chaco'i and Acceso Sur. On July 10, the presentation of the first official report of Asuncion property will be held in conjunction with the Municipality. CAPADEI also points to the generation of housing products aimed at the middle class and these products will be presented within 3 months.

13. COMPETITION ACT Act 4956/2013, defends and promotes free market competition, expressly prohibiting anti-competitive acts. Competition Act was consolidated and strengthen with the enactment of Decree 1490 of April 14, 2014, opening an attractive and substantial national and international business world panorama. The application of the Act refers to all acts, practices or agreements held by individuals or corporations, domestic or foreign, with legal residence in the country or abroad, whether public or private, or any entities develop economic activities, or nonprofit and produce effect on competition, in all or part of the country, except the limitations established by law , duly justified by reasons of general interest, excluding the central government entities and decentralized bodies exercising State monopoly. The competition presupposes the freedom to buy, sell and efficient market access and nondiscriminatory conditions, without restrictions other than those arising from the Act; it was precisely, the Merchant Law of 1983, which allowed the holding of competition covenants, as follows: The competition restricting covenant shall be valid if it is restricted to a particular area and activity and not more than five years, provided it is not intended to harm others . If the restricting covenant had been stipulated for a longer period, it will only last for five years. The prices of goods and services will be determined and offered freely. Berkemeyer Attorneys and Counselors | Asunciรณn - Paraguay

Simple market conquest resulting from the natural process of the greater efficiency of the subjects included in the scope of this Act in relation to its competitors, does not constitute a restriction of competition. It was the Merchant Law who established the figure of sole supplier, as follows: If any be sole provider of a service or is obligated to supply to all stakeholders on equal terms and price product. To verify the existence of agreements, decisions or concerted practices or consciously parallel, whether written or oral, formal or informal aimed to produce, prevent, restrict or distort competition in all or part of the national market , the burden of proof is on the CONACOM , but once proven the existence of an infringement, the burden of proof on the existence of profits in economic efficiency that outweigh their negative effects on the market will fall on the natural or legal person who alleged.

14.

E-COMMERCE

Since a company reported last year, two million transactions worth USD 1.3 billion dollars, the Central Bank of Paraguay (BCP) emphasized a project aims to regulate the cash withdrawals and purchase transactions that are managed through mobile phones and establish guidelines for the electronic media payments entities (EMPES), in this case the telephone companies, that perform these services with increasing acceptance by the public. Mobile companies performing non-bank wire transfers and payments using mobile phones as tools, shall be subject to the control and supervision of the Superintendency of Banks (SIB), which will become the regulatory body of the entities identified as EMPES. The BCP endowed the electronic money with the necessary security, by issuing Resolution NÂ° 6, approved by the Board of BCP as Act 18 of March 13, 2014. Electronic money transactions are: conversion and reconversion; payments and non-bank wire transfers. As a way to facilitate the inclusion of more people into the banking system through remote management and minimum requirements, the limit of 40 minimum wages for transactions is not a real limitation to people to make non-bank wire transfers bigger, but from that number the customer must request a savings account through a financial institution from its own cell, without going to a bank to complete the formalities. The legislation seeks, among other things, increase the levels of financial inclusion and braking operations to finance LD/ FT/ FP (money laundering, terrorist financing and financing of proliferation of weapons of mass destruction).

15. PUBLIC-PRIVATE ALLIANCES

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The PPP Act 5102/2013 seeks to establish standards and mechanisms to promote, through innovative public-private participation, investments in public infrastructure as well as in the production of goods and provision of services that are themselves the subject of agencies, entities, public companies and companies in which the Government is party. For the first time, the Government assumes the role of a responsible modern State, leaving behind sterile and paternalistic customs. To achieve these laudable goals, the figure of contracts of public-private partnerships or PPP contracts is established, which include the figure of the private sector and regulates the use of trusts, present in Paraguayan Act since the enactment of the Act 921/1996. The guiding principles of this new way of work ar: monitoring and control of the State, transparency and accountability, social profitability , economic efficiency , competition and equality, legal security, temporality, fiscal responsibility, environmental sustainability, legality, rationality, efficiency and general interest. These principles are set out in the Act itself and Decree 1350 complements and integrate them. The principles are mandatory and they design the entire structure of the Act

FISCAL AND LEGAL INCENTIVES

Paraguayâ&#x20AC;&#x2122;s government policy is to promote foreign investment in all economic sectors with no Government approval required, enabling companies to be fully foreign-owned. In general, all types of business activities are open to foreign investment. However, special preference is given to those that will use local raw materials and labor. Act 60/1990 foresees the system for economic development through incentives by granting special benefits, enabling repatriation of capital and profits, and providing guarantees against inconvertibility. An application must be filed to obtain the special benefits granted by Act 60/1990. Recent years have revealed the implementation of a new legal framework in terms of banking and financial issues, insurance, stock market, taxes, labor Act, environment, intellectual property, investments, telecommunications, among others. Investment environment in Paraguay is attractive for its long-standing free-enterprise support, which relatively low labor cost, abundant energy and the lowest tax burden in Latin America investors benefit from. It should be noted that personal income tax has not yet been introduced in Paraguay.

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1. EQUAL POLICIES FOR NATIONAL AND FOREIGN INVESTMENTS There are no restricted areas, no discrimination and no limitations. The only difference between foreign investments and those made by Paraguayan nationals lies on taxation on net earnings, as foreign investments are subject to a five percent additional tax on remittances or credits in favor of beneficiaries, who are not residents of this country. Said profits or dividends are taxed 5% (the general rate of tax is 20%, adding a 10% if incorporated as foreign branches). If these funds are reinvested in the improvement of installations, renewal of the capital assets or destined to cover the costs of planting, forestation and reforestation in rural areas, then this additional tax is not levied. The profits and dividends are exempt from taxation for a period of five (5) years if the investment is benefited by Act 60/90, paragraph (h), of article N° 5.

2. INVESTMENT ACT The Investment Act promulgated in late 1991 as Act 117/1991 guarantees a framework of equal conditions for local and foreign investment aiming to promote Paraguay’s social and economic development. This Act allows investors to obtain investment insurance locally or overseas. It also sets the requirements for the establishment of joint ventures. 3. INVESTMENT PROMOTION ACT

Investment Promotion Act 60/1990, promulgated on March 26, 1990, establishes a special tax system offering incentives for foreign investment projects. Companies falling under this legislation enjoy total exemption from all kinds of taxes on certain aspects of the investment project, such as taxes on the incorporation or recordal of companies, capital increase, exchange operations and the import of capital goods. Additional benefits are applicable on investments of at least US$5 million. The procedure for obtaining benefits include the submission of a feasibility study to the Investment Council, based on information required by legal provisions; the Investment Council’s approval of the project; and a joint resolution by the Ministry of Finance and Ministry of Industry and Commerce granting the respective fiscal benefits. The recent fiscal reform introduced a reduction of the income tax rate in contrast with our previous tax Act from 30% to 20% in 2006, dropping to 10% the following year. 13

4. INVESTMENT GUARANTEES Berkemeyer Attorneys and Counselors | Asunción - Paraguay

The Paraguayan Ministry of Foreign Affairs has signed Investment Guarantee agreements with the governments of: Argentina, Austria, BENELUX, Brazil, Chile, China (ROC), Ecuador, France, Germany, Great Britain, Hungary, Korea, Peru, Romania, South Africa, Spain, Switzerland, United States of America, Uruguay and Venezuela. These agreements seek to promote commerce, investments and industrial cooperation. The Paraguayan Government has also signed an agreement with the World Bank’s Multilateral Investment Guarantee Agency (MIGA), ratified by Act N° 124 dated February 6, 1992. Moreover, investment guarantee agreements have been signed with the Overseas Private Investment Corporation (OPIC), ratified by Act N° 155 dated May 3, 1993. In addition, within the framework of the MERCOSUR, a protocol has been signed for mutual promotion and protection of investments in the member countries and conflict resolution therein.

5. BANKING AND INSURANCE Act 861/1996 establishes the requirements and procedures for the opening of banks, financial undertakings, general stores and warehouses, security, brokerage firms and other credit entities, without restriction, except for compliance with operational and supervisory regulations. Act 827/1996 regulates the Insurance market. This Act foresees the requirements for authorization to operate, as well as the minimum capital. The Insurance Superintendent, a technical body of the Central Bank of Paraguay, acts as enforcement authority.

6. STOCK MARKETS The Stock Market Act 1284/1998 was approved replacing an earlier Act for the sector. The National Securities Commission has produced a series of regulations covering requirements for the issuance of securities, opening of securities exchange and brokerage agents, qualification of issuing corporations, etc. The Stock Market Act established fiscal incentives for companies listed on the Asuncion Stock Exchange. The recent fiscal reform introduced an exemption from corporate income tax for interests and profits earned on securities placed through the local exchange and on government and municipal bonds. The Act is aimed at strengthening the local stock market to provide a source of capital for private investments.

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7. TRUST AND FIDUCIARY RELATIONSHIPS Trust and Fiduciary Relationships are regulated pursuant to Act 921/1996. This Act defines trust and fiduciary relationships and establishes procedures to be upheld to form and execute a trust. The Central Bank of Paraguay is charged with oversight responsibility for all fiduciary or trust instruments. Only banks and financial institutions may act as trustees. Trust assets may be transferred to the institution acting as trustee or not. Transferred assets form part of a special autonomous fund not included in the institutions’ assets and therefore not subject to bankruptcy proceedings. The Act also establishes basic rules that are applicable to the auditing and bookkeeping requirements for trust and moneys.

8. MIGRATION ACT Act 978/1996 regulates immigration of foreigners and nationals with the purpose of promoting immigration and incoming of labor force required by the country. This Act establishes categories of immigrants, on the basis of particular characteristics and the objectives of foreigners entering the country. Foreigners can become permanent residents under one of the following categories: spontaneous immigrants, assisted immigrants, immigrants with capital, investors, retirees and those who have independent incomes. The Act creates an interesting concept: “organized immigration”, seeking to facilitate the entry and permanence in Paraguay of communities that devote themselves to activities that are of interest to the Nation. It is to be regulated by the Executive Branch, with the intervention of the General Migration Office. In addition, the procedure established to obtain residence is innovative, since it permits a foreigner abroad to initiate immigration procedures through a third party who may submit the required documents to the General Migration Office.

9. LABOR LEGISLATION Paraguayan labor legislation is based on the Labor Code, adopted by Act 213/1993. Parties subject to the provisions contained in the Code are employees with intellectual, manual or technical skills in a dependency relation, and their employers; teachers of private academic institutions and those performing sport or professional activities; labor unions and employers of the private sector; and, employees of State and Municipal offering goods and services. All other State employees, or those Berkemeyer Attorneys and Counselors | Asunción - Paraguay

employed by Decentralized entities or by the Municipality or Departments shall be ruled by a special Act. Therefore, if an employee enjoys notorious independence in view of his/her position as company representative, pay level, nature of work and technical ability, such administrators, he/she is not subject to the Labor Code, in which case the general regulations of the Civil Code would apply. Furthermore, Article 3 of the Code sets forth that the rights recognized by such code may not be waived, limited, renounced, or transacted upon in any way. The Code is inspired by the principles contained in the Universal Declaration of Human Rights and the American Bill of Rights and remaining international labor conventions ratified by Paraguay. Paraguay has also ratified numerous International Labor Organization Agreements such as the Regulation for Safety, Hygiene, Convenience and Medicine in the Workplace. The Government sets minimum daily wages and monthly salaries according to the type of work. Current levels set for unskilled labor amount to Gs. 70.155, per day and Gs. 1.824.055, per month, which at the current exchange rate amount to USD 15,59 and USD 405,35 respectively. Except for special cases mentioned in the Labor Code, ordinary working hours shall not exceed 8 hours per day or 48 hours per week for dayshift; 7 hours per day and 42 hours per week for nightshift. There is no Unemployment Insurance in Paraguay. The Social Security Act and Regulations rule Social Security. The Social Security Institute [Instituto de Previsión Social] is an autonomous entity with legal capacity created by Decree-Act N° 17071/1943, in charge of directing and administrating social security. It is funded with contributions from employers and workers, as well by its own sources; 9% is deducted from employees’ base salary to be paid to IPS, and 14.50% contributed on employee base salary by employer (employer is also obliged to pay 1% to the National Professional Promotion Service and an additional 1% to the Ministry of Health). Social security covers risks of non-professional sickness, maternity, occupational accidents and illness, handicapped conditions, old age and death of salaried workers in the country. The Constitution and the Act guarantee labor organizations. The role of unions and federations is still very limited. The great majority of these organizations are new and lack the experience and standing of higher level organizations. However, they do participate in the defense of worker’s interests. The perception of the organizations’ actual ability to represent the sector is another problem. Lack of tradition of association for the representation and defense of interest is an additional factor in the limited representation of unions and federations. Employers’ unions can be formed with a minimum of three members. Workers’ unions require a minimum of 20 members for company unions, 30 for trade unions and 300 for industrial unions. The recordal of a Union gives it full legal status. The recordal of an individual labor contract is not compulsory, except in the case of apprentices.

10. REPRESENTATION, AGENCY AND DISTRIBUTION ACT

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Act 194/1993 was adopted together with the amendments thereto pursuant to Decree Number 7, dated March 1991. This Act, as amended, establishes specific provisions for representation, agency and distribution agreements. The Act foresees representation, agency and distribution agreements between foreign firms or manufacturers and real or legal persons domiciled in Paraguay. Any other type of distribution, agency or representation agreement remains subject to the general provisions of the Civil Code. The Act establishes that any party of one of the above mentioned types of contracts may cancel, revoke, modify or refuse to grant the renewal of such agreement without the need to prove cause thereto; however, said party will be obliged to pay and indemnify the other party within three months of cancellation, revocation or non-renewal. The amount of indemnity is to be set according to two main factors: the length of the contractual relationship and the average of all annual gross profit obtained under the representation, agency or distribution agreement. The Court or the Arbitral Tribunal will use these factors to establish the minimum amount that will be required as an indemnity. In the event the contract is terminated, canceled, revoked, modified or not renewed, the representative, agent or distributor holds the option of selling back to the other party the stock or inventory merchandise, under the terms and conditions of the agreement, at a price at which normal profit would be performed in conformity with current prices established in the market place. The Act also states that any type of foreign firm or manufacturer that is a party to a representation, agency or distribution agreement may cancel, revoke, modify or deny renewal of such agreement if justified reasons set forth by the Act are caused. In the event justified cause for cancellation exists, the foreign firm shall not pay any type of indemnity. Justified reasons must be proved before the competent Judge or Arbitror, if so agreed. Otherwise, it shall be shall be assumed that the termination, revocation, amendment or denial of extension is unjustified. According to the Act, the above-mentioned provisions may not be waived. Moreover, the Act requires that the parties submit themselves to the jurisdiction of Paraguayan Courts. Finally, as from the date of enactment of this Act, the documents and agreements referred must be recorded at the Public Registry of Commerce.

11. PHARMACEUTICAL AND HEALTH PRODUCTS Act 1119/1998 introduces important innovations as well as an integral system regulating health products. The Act not only offers a more adequate consumer protection but also provides national and foreign companies with more legal assurance as to what the norms related to authorization, registry, inspection, laboratory analysis, liability, quality control, and applicable sanctions, among others, are.

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This Act seeks to regulate the manufacturing, elaboration, partition, quality control, distribution, prescription, dispensation, trading, representation, import, export, storage, rational usage, price regime, information, publicity and evaluation, authorization and registry of medical products for human use, drugs and chemical products, reagents and all other products used and applied in human medicine, as well as products considered as cosmetics and cleansing products. The Ministry of Health is the national authority in charge of verifying the compliance of the norms contained in the Act hereof, issuing regulations in accordance with the Act, and the application of sanctions. The National Department of Sanitary Surveillance (Dirección Nacional de Vigilancia Sanitaria), dependent on the Ministry of Health, is the executive organ. The manufacturing, import, trading and sales of pharmaceutical specialties shall be subject to authorization from the national sanitary authority (Dirección de Vigilancia Sanitaria- DVS). Pharmaceutical specialties authorized for expenditure within the national territory shall be, upon manufacturer and representative’s request, registered in a specific registry at the Ministry of Health. The latter shall also apply to any amendment, transfer or cancellation of the authorizations granted to the pharmaceutical specialties. In order to guarantee the quality of the raw materials, semi-elaborated products, products in process and final products, the DVS shall set the type of control required. Such controls shall be extended during commercialization and production. Any modification in regards to technological or scientific developments shall be informed to the DVS. The Ministry of Health shall regulate, according to the Act hereof and its corresponding decree, the evaluation procedure, concession and denial of authorization as well as the registration in the pharmaceutical registry. The authorization or registration certificate of pharmaceutical specialties shall extend to five years and may be renewed according to the Act. To such effect, the proprietor shall file the corresponding application and, if required, a previous update of the technical documentation. The Act also states that the authorizations granted may be temporarily suspended by the national sanitary authority for reasons similar to the ones stated above with regard to the grounds for denial of authorization, including the case when an international health organisms such as the World Health Organization or the Pan-American Health Organization recommends the suspension. Likewise, the national sanitary authority, may, for public health reasons, modify or restrict the conditions of the authorization due to the composition, indications or adverse reactions. The national sanitary authority may limit the validity of the authorization and restrict the commercialization and use for hospitals only. A special provision has been included for cases in which the medicine is well known and its effectiveness, safety in usage and adverse reactions have been sufficiently tried nationally or internationally. Consequently, the national sanitary authority may require an extract of the documents available, exempting applicable requirements from compliance, adopting a simplified process of authorization. Berkemeyer Attorneys and Counselors | Asunción - Paraguay

12. INTELLECTUAL PROPERTY PROTECTION A. TRADEMARK ACT

The new Trademark Act was promulgated on August 6, 1998 under Act 1294/98. This Act defines trademarks in broader terms, including the concept of trade dress. Likewise, the Act namely states that the list contained does not constitute a limitation to what may be considered as trademarks. Regarding procedures and formalities, applicants may invoke a priority right based on the application filed in a foreign country, which must be party to the treaties or conventions ratified by Paraguay. The introduction of new concepts gives titleholders a better chance to prevent misappropriation; provisions grant specific protection to notorious marks; the concept of risk of confusion is broadened to embrace risk of association; protection against the risk of dilution is also introduced. Registrations are valid for a term of ten years and may be renewed for indefinite periods of ten years. A grace period of six months following expiration date is now allowed for renewal applications, subject to a penalty fee. An innovation of utmost importance is the introduction of cancellation for non-use. Any third party may file a cancellation action against a trademark registration if it has not been used within the fiveyear term following its concession, or if its use has been interrupted for a term of over five consecutive years or if the mark has been used departing from its original appearance as recorded under the registration certificate. Failure to use may be justified by force majeure. The Regulatory Decree concerning the new Act states that the use in any country shall constitute valid use to prevent cancellation based on non-use. Additional innovations aiming to further protect titleholders were introduced, such as higher prison terms and non-exoneration of imprisonment; preliminary measures such as seizure, suspension of import or export and the suspension pendente lite of the effects of a registration obtained through fraudulent means. Finally border measures were also introduced. Consequently, Customs Authorities may suspend the import of presumably infringing goods upon request of a legitimate owner.

B. COPYRIGHTS AND RELATED RIGHTS.

Act 1328/98 follows relevant international conventions offering stronger protection to all kinds of creative works regardless their class, means of expression, merits or purpose, author’s nationality, author’s domicile or that of the titleholder or site where work was published. The enjoyment or exercise of the rights acknowledged by the Act hereof is not subject to the registration requirements Berkemeyer Attorneys and Counselors | Asunción - Paraguay

or compliance with any other type of formality. The author of a work, by the sole fact of having created it, enjoys the legal entitlement derived from the right that may be held against everyone, and includes the patrimonial and moral rights set forth by the Act. According to Act 1328/1998, the National Copyrights Department, dependant on the Ministry of Industry and Commerce, shall manage the national registry of protected works stated herein. Registry’s effect is merely declaratory and not constitutive and, consequently, its omission does not prejudice the enjoyment or exercise of the rights acknowledged by this Act. Criminal offenses and misdemeanors included in the Act are, by virtue of Act 1444/1999, public criminal action offenses, and may consequently be promoted or initiated ex officio without prejudice to the victim’s prosecution of the action, as opposed to the original provision stating that all offenses should be addressed by means of private action. Finally, in accordance with the TRIPS (adopted by Act 444/1994), this Act foresees that the Judge, upon request of the National Copyrights Department or any person legally entitled, his representative or managing entity, may order the immediate execution of preliminary measures required to prevent the commission of a breach, its continuance or repetition of one already committed. Therefore, the titleholder of a right protected by this Act, aware of and with well- founded motives related to the preparation of import or export of products that infringe said right, may request the Customs Authorities the suspension of the import or export operation in accordance with the applicable provisions regarding guarantees of preliminary measures. C. PATENT ACT

Patent Act 1630/2000 is currently in compliance with international conventions on the subject. Patents are valid for a term of twenty (20) years counted from the filing date of the application in Paraguay. In relation to Industrial models and designs only protect the ornamental features, not the technical features. Novelty is mandatory. If it is already protected abroad, the term to apply in Paraguay is six months from the date of registration in the country of origin. Up to ten variations of the same model or design can be claimed under one single application. Industrial models and designs are protected for five years from the date of application. Registrations are renewable for two consecutive five years terms.

Patent Requirements 

Power of Attorney granted by applicant, witnessed or sworn before a Notary Public. Consular legalization is not required provided that Power of Attorney is granted only for the purpose of applying for a patent of invention. A provisional faxed authorization or power is acceptable; the original documents may be submitted within sixty working days from the filing date. Berkemeyer Attorneys and Counselors | Asunción - Paraguay



Full name and address of the applicant.

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Full name, nationality and address of inventor.

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Assignment document (No assignment document is needed if a link between the applicant and the inventor exists).

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Date, number and country of the patent’s first application. If priority is to be claimed, application must be filed in Paraguay within one year from the date of the original filing abroad.

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Priority in accordance with the Paris Convention can be claimed.

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Four (4) Spanish copies of the Abstract, Specifications and Claims. If this material is in a foreign language, translation into Spanish can be performed by our firm.

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Four (4) copies of the designs or technical drawings, if any.

REMARKS 

Medical and pharmaceutical inventions are patentable in Paraguay. The patents for pharmaceutical products may be granted as of January 1, 2005.

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Annuity payments are mandatory in order to maintain the patent in force in Paraguay.

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It is also mandatory to file priority documents.

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The revalidations or patent confirmations are no longer allowed in our country.

13. ACKNOWLEDGMENT AND ENFORCEMENT OF FOREIGN JUDGMENTS Important treaties, signed and ratified by Paraguay, regulate the recognition of foreign judgments. A) THE MONTEVIDEO TREATY OF 1889 AND 1940.

Argentina, Bolivia, Brazil, Colombia, Uruguay and Paraguay are Signatory States of this Treaty. Judgments and arbitral awards issued in regards to civil and commercial matters by one of the signatory States shall have the same force in the rest of the territories as in the country of origin, provided that the following requirements are met: a) the judgment must be rendered by a competent Court in the international sphere. b) the judgment must be final or have the character of res judicata in the State where it has been rendered.

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c) the party against whom the judgment has been rendered should have been duly notified, and legally represented or declared in default according to the Acts of the country where the action was pursued. d) the judgment must not be contrary to the provisions of public order in the country where execution is sought. The Judge before whom the petition for foreign judgment execution is filed, may, without any further step, and upon partyâ&#x20AC;&#x2122;s request, as well as ex officio, order any preliminary measure necessary to ensure the enforcement of the judgment, according to the local legislation related to seizure and attachment, restraining orders and other preliminary measures. (Art. 8)

B) INTER-AMERICAN CONVENTION ON EXTRATERRITORIAL ENFORCEMENT OF FOREIGN JUDGMENTS AND ARBITRAL AWARDS

Paraguay is a signatory of the 1979 Montevideo, Uruguay Convention. Act 889/81 ratified the Convention and it applies to any judicial judgment and arbitral award rendered in civil, commercial, or labor procedures in a signatory State, provided that at the moment of the ratification, any one of them expressly reserves the right to limit the application to the condemnatory judgments on patrimonial matters. Likewise, any of them may declare at the time of ratifying the Convention that it shall also apply to final judgments rendered by authorities with jurisdictional duties as well as to criminal judgments when referring to the compensation of damages caused by an offense. Judgments, arbitral awards and foreign judicial judgments referred to above shall have extraterritorial effectiveness in the signatory States if the following conditions are met: a) judgments must comply with all required external formalities and be considered authentic in the State from where they proceed. b) judgments, awards and jurisdictional resolutions and annexed documents, required pursuant to the present convention, must be duly translated into the official language of the State where they are to become effective. c) they must be duly legalized according to the Act of the State where they are to become effective. d) the competent Judge or Court must have jurisdiction in the international sphere to judge and hear the case in accordance with the Act of the State where it should have effect; e) the defendant must be duly served or summoned according to the Act, which should be substantially equivalent to the Act of the State where the judgment, award and jurisdictional resolution should have effect; f)

the defense of the parties involved must have been secured;

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g) the judgment must be final or have the characteristic of res judicata in the State where it has been rendered; h) it must not be manifestly contrary the principles and Acts of public order of the State requesting its acknowledgment or the execution; The procedures, including the jurisdiction of the respective judicial organs shall be regulated by the Act of the State in which execution is being requested to ensure the effectiveness of the judgments, arbitral awards and the foreign jurisdictional resolution.

14. ARBITRATION

A) ARBITRATION IN PARAGUAY IS RULED BY ACT 1879/2002, ACT DRAFTED BASED ON THE UNCITRAL MODEL OF THE ARBITRATION ACT

B) THE INTER-AMERICAN CONVENTION ON INTERNATIONAL COMMERCIAL ARBITRATION – PANAMA, 1975.

Paraguay is a signatory of the Panama Convention. The Convention was ratified by Act 611/1976.

C) THE UNITED NATIONS ON THE RECOGNITION AND ENFORCEMENT OF FOREIGN ARBITRAL AWARDS – NEW YORK, 1958.

Paraguay adopted the 1958 New York Convention. The Convention was ratified by Act 948/1996.

15. PRELIMINARY MEASURES The Protocol of Preliminary Measures, ratified by Paraguay by means of the Act 619/1995, became effective on April 13, 1996 for MERCOSUR member countries. Article 3 of the Protocol namely states that: “Preparatory preliminary measures, incidental to a principal action and the ones that seek to guarantee the execution of a judgment, shall be admitted”.

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Article 11 states that: “The Judge or Court before whom the execution of a foreign judgment is requested may order preliminary measures to ensure the execution, pursuant to their legislation”. Preliminary measures shall be complied with, unless lack of main requirements, documents or information, making its granting inadmissible. In this case, the Judge or Court shall summon applicant in order to immediately amend such defect. Consequently and according to the provisions above-mentioned, it is perfectly possible to order preliminary measures over any company’s assets in order to ensure the execution of a foreign judgment, provided that they do not contravene public order provisions and comply with the abovementioned provisions.

MERCOSUR

In international relations, Paraguay has achieved important agreements for cooperation and commerce, including the Mercosur Treaty, signed in Asuncion in 1991 by the Presidents of Argentina, Brazil, Uruguay and Paraguay. The MERCOSUR opens a large market of nearly 200 million consumers and its objective is the total elimination of customs tariffs by establishing gradual reductions every six months after the signing of the Treaty. The improvement in the possibility of productive specialization for a market of 200 million of inhabitants, with further possibilities of supplying external markets with Paraguayan products is among the effects caused by the creation of the MERCOSUR. This also implies new requirements for the national production, including quality, entrepreneurial capability and productivity, use of the adequate technology, and renewal of products destined to larger markets. In addition, integration will help satisfy the needs of the nation’s population regarding employment, together with a better use of natural resources. Paraguay has an attractive geography with a wide range of natural resources of interest to investors. With the MERCOSUR and the process of internationalization of its economy, Paraguay opens its doors to capital investment. Expectations for the country’s future are highly positive and Paraguay is expected to become an important business center in South America.

1. GENERAL PRINCIPLES 24 Gradual implementation: to establish a reduced number of projects in each stage, integrated in all aspects, including the harmonization of policies. Berkemeyer Attorneys and Counselors | Asunción - Paraguay

Flexibility:

to bring about adjustments in scope, pace and objectives.

Equilibrium: to stimulate inter-sector integration and the progressive exchange balance between large sectors and segments through the expansion of trade. Reciprocity:

to promote reciprocal rights and obligations among the signatory States.

2. INSTRUMENTS FOR MEETING MERCOSUR’S OBJECTIVES A Free Trade Program to be implemented among member States, which consists of gradual and automatic tariff reduction, the elimination of non-tariff restrictions or measures with similar effects, as well as restrictions to commerce among member countries. ≠ A Common Tariff of 0% as from January 1 1995, except for a list of items for which the tariff rate is above 0%. ≠ A Common External Tariff applied to third countries, with rates of 0-20%. Each member country has its List of Exceptions. The List of Exceptions includes capital goods; computer science and telecommunication items; automotive products; tractors and their parts; other exceptions. The tariff rates for products on the List of Exceptions are to converge towards the Common External Tariff by the year 2006. ≠ Coordination of macroeconomic policies and regional agreements among the member Countries. ≠ An Origin Regime, establishing the minimum requirements for products, in order to be considered as coming from the member Country, which will enable them to enjoy exemption-related benefits. ≠ A System for Conflict Resolution. Any controversy arising among the MERCOSUR countries shall be resolved through mechanisms included in the provisions of the Protocol of Olivos; those that arise with a third country are to follow the terms of the World Trade Organization.

3. BENEFITS FOR PARAGUAY IN JOINING THE MERCOSUR As an economic block, the Common Southern Market – MERCOSUR - offers its member countries a better chance defending the block’s common interests in negotiations with the European Union, the World Trade Organization, and within the future Free Trade Area of the Americas. Paraguay enjoys advantages regarding production, among which are three factors that contribute to profitable export: natural resources, location and human resources. The combination of these

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conditions provides both factories and assembly plants a competitive edge towards production for regional and world markets. Some of those advantages are: ≠ The protection of investments and interests of economic units (both private and public) set forth by the Asunción Treaty, the Ouro Preto Protocol (an addendum to the former) and the Brasilia Protocol on Conflict Resolution. ≠ The creation of a greater export capacity to other countries, as well as the possibility of gaining easier access to the world market, based on a more competitive local production. ≠ Increase of direct investments due to a larger market, simplification and harmonization of norms and procedures. ≠ Participating with neighboring countries in regional production by furnishing certain links of the productive chain of an enlarged market.

ESTABLISHING A COMPANY IN PARAGUAY

1. BRANCHES OR REPRESENTATIVES OF FOREIGN COMPANIES Companies established in a foreign country that wish to undertake commercial transactions in Paraguay may establish a branch or any other type of representative. The branches are subject, as are Paraguayan companies, to the Civil Code’s provisions regarding the recordal of documents, bylaws and powers of attorney at the Public Registry of Commerce and at the Registry of Juridical Persons and Associations. A) REQUIREMENTS

For such purposes, the following documents must be prepared by the parent company, certified by a notary public, and legalized before the nearest Paraguayan Consulate. (1)

The parent company’s bylaws or documents of incorporation.

(2)

A certificate from a public officer or from the chamber of commerce proving that the parent company is legally registered in the country of origin.

(3)

A Minute from parent company’s Board of Directors resolving to: Berkemeyer Attorneys and Counselors | Asunción - Paraguay

a. establish a branch office in the Republic of Paraguay. b. allot a nominal capital to the branch office (a minimum of USD 10.000 to operate as exporter). c. establish the address of the branch office in Asuncion or in another city. d. appoint the person or persons that will administer the branch office. e. grant powers of attorney to the person or persons that will administer the corporation. (4)

The powers of attorney for the administration of the corporation, granted by the parent company in favor of the person or persons that will administer the said corporation.

B) RECORDAL

The documents are verified by the Internal Revenue Office and by the Ministry of External Affairs and then registered at the protocol of a notary for recordal at the Public Registry of Commerce and in the Registry of Juridical Persons and Associations. C) REGISTRATION

At the same time, the branch office must register the corporation at the corresponding administrative and tax offices so that it can operate and undertake commercial transactions. Government authorization is not required. The procedure requires approximately 30 days. The branch must comply with the tax Acts just as the local companies must. Inspectors of the Ministry of Finance control the accounting records, annual balance and other documentation. The agents (proxy holders) of the parent company that administer the branch as well as the administrators of local companies share the same responsibilities before third parties.

2. LIMITED LIABILITY CORPORATIONS (SOCIEDAD DE RESPONSABILIDAD LIMITADA – S.R.L.) Companies in the form of an LLC (Limited Liability Corporation / S.R.L.) can be established by two or more natural or juridical persons but no more than 25. Investment is made in fixed payments and liability for corporate debts is limited to the amount of each partner’s contribution stated in the charter. A Limited Liability Corporation may not engage in activities typically conducted by banks, financial organizations, insurance companies or savings and loan organizations. Berkemeyer Attorneys and Counselors | Asunción - Paraguay

A) DENOMINATION

These corporations can adopt any denomination, including the name of one or more partners, followed by the words “Sociedad de Responsabilidad Limitada” or “S.R.L”. B) FORMATION AND CAPITAL STOCK

The legal contract is undertaken in the form of a legal document (deed), which must comply with formalities set forth by the Civil Code. The S.R.L. may operate once the contract has been recorded at the Public Registry of Commerce. This recordal is not binding, but its omission will hold all partners jointly and fully liable for any act regarding third parties. Nominative, bearer or endorsable shares cannot represent the capital stock. The capital is divided into nominative shares of a value of Gs. (Guaranies) 1,000 each, or multiples of said amount to be indicated in the contract. The capital stock must be fully subscribed and at least 50% must be integrated in cash. There is no minimum capital required but this must be sufficient to comply with the proposed objectives of the S.R.L. 50% of capital paid in cash must be deposited at a local bank or the Central Bank. This is recoverable once the S.R.L. is constituted. Companies dedicated to export or import activities must meet certain requirements assessed by the Central Bank of Paraguay. The capital stock may also be incorporated by type kind or by fixed assets that shall be transferred to the corporation in the initial document, or once the contract has been recorded at the Public Registry of Commerce. The partners continue to be liable before third parties for the value of the assets and capital according to the type incorporated into the company’s capital. C) TRANSFER OF SHARES

If the S.R.L. has more than five partners, then a transfer of shares to third parties will have to be approved by the partners representing three fourths of the capital. If the number of partners is less than five, the approval must be unanimous. The transfer of quotas between partners does not have limitations. The partner willing to transfer shares must notify other partners of his/her intention, and the remaining partners shall have a 15-day period to reply. Approval is deemed as granted if not expressed otherwise. The partner that did not obtain the consent required for the transfer of his/her shares will be unable to resort to court proceedings. If opposition is considered unjustified, the other partners will be able to acquire the shares under the same conditions offered by the mediator or to the same. The S.R.L. can also acquire shares with the net liquid profits, or Berkemeyer Attorneys and Counselors | Asunción - Paraguay

by reducing the capital. The transfer of shares must be made through a legal document and will not have effect until it is recorded at the Public Registry of Commerce. D) ADMINISTRATION

The administration and representation of limited corporations can be delegated to one or more managers, who may or may not be partners, with the same rights and obligations as corporate directors. There are no limitations to their mandate. Managers are unable to act on their own in business operations included in the objectives of the S.R.L., nor may they assume the representation of a third party of a commercial enterprise with similar commercial practice without express authorization of the partners. Managers are wholly responsible before the S.R.L. for bad administration or for breach of contract.

E) DECISIONS RESOLVED BY PARTNERS

All partners have a right to take part in the decisions of any undertaking. If the S.R.L. contract does not determine the way in which the partners shall resolve matters, then the norms ruling the corporation shall be applied. Any decision that changes the objectives of the S.R.L., transforms, merges it with other undertakings or reviews the contract, such as to raise the responsibility of the partners, shall require partners’ unanimous consent. The majority of capital holders shall approve decisions. Each share represents one vote. F) RESERVE FUND

Five percent (5%) of the net profits shall be destined to each exercise to form a reserve fund until reaching twenty percent (20%) of the S.R.L.’S capital. G) BOOKS AND RECORDS

An S.R.L. must keep the same books and records as a corporation, except for the shareholder’s register. The same stamping and registration formalities apply. H) DISSOLUTION

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An S.R.L. is not dissolved by a partner’s death, interdiction or bankruptcy, nor by the removal/resignation of the manager or managers or a managing partner appointed in the contract, unless otherwise stated in the contract. Bankruptcy of an S.R.L. does not imply bankruptcy of the partners.

3. CORPORATIONS (SOCIEDAD ANÓNIMA – S.A.) The Civil Code contains provisions ruling the formation of corporations in which the participation of the partner is represented by stock shares, and the corporation’s liability before third parties is only to the extent of capital contribution or assets. The Corporation’s name must contain the description that it is a corporation holding stock by including the words “Sociedad Anónima” or the initials “S.A.” in Spanish. Most large enterprises and foreign investors prefer this type of organization. Shares of stock substantiate ownership of the corporation; capital ownership is described as shareholders or stockholders and their liability is limited to the amount of their stock. A) FORMATION

The procedures to form a corporation are as follows: 1. A founding shareholders’ meeting is held to approve the corporate by-Acts, appoint directors and syndics and subscribe the entire corporate capital. 2. The bylaws must be notarized by public deed complying with formalities set forth in the Civil Code. 3. The Civil and Commercial Court must approve the bylaws. 4. The bylaws must be recorded at the Registry of Legal Entities and Associations and at the Public Registry of Commerce. 5. The bylaws must be published for three days in the Official Gazette and in another newspaper of broad circulation.

Companies become corporate entities and begin to operate once their inclusion in the Registry of Legal Entities and Associations has become into effect. Founder shareholders are jointly and severally responsible, without limitation, for all acts and business entered into before the legal constitution of the corporation and before its recordal at the Public Registry of Commerce. The bylaws must contain the corporation’s name, which must include the words “Sociedad Anónima” (or the abbreviation “S.A.”) and indication of the activity; commercial, industrial, farming, financial, Berkemeyer Attorneys and Counselors | Asunción - Paraguay

etc, business objectives, duration, corporate capital and regulations ruling its internal management (e.g. election, duties and responsibilities of directors, meetings). A shareholder’s extraordinary meeting must approve subsequent amendments to the bylaws with the same formalities required for the initial formation. Any unregistered stipulation that detracts from that established by the Civil Code shall not be valid with regard to third parties, whether said stipulations restrict the rights of said third parties or the powers granted to the administrators. B) CAPITAL STRUCTURE

The Civil Code does not establish a minimum capital amount required to set up a corporation. It only requires that capital be fully subscribed by the shareholders in order to form the corporation. Stock shares may not be issued for less than their stated or nominal value. Capital may be issued as bearer or registered nominative shares and as common or preferred stock, with different voting rights. Shares may be deposited in banks for safekeeping. The banks shall issue a holder certificate for voting purposes at shareholder’s meeting. Capital may be increased or decreased upon authorization at the shareholder’s meeting. Authorization from the Central Bank of Paraguay is required for banks, finance companies and insurance companies. Shares may be freely transferred, unless a preferential right can be duly proved. If allowed by corporate bylaws, corporations may obtain funding from private or public sources through the issuance of negotiable debt securities or debentures. C) ADMINISTRATION

One or more directors, appointed in the annual General Assembly shall undertake the administration of the corporation. The number and duration of the mandate will be determined by the bylaws. The directors may or may not be shareholders. They can be re-elected and their appointment is revocable. The appointment of directors shall be made for one fiscal exercise, unless otherwise stated by the provisions in the bylaws. D) RESPONSIBILITY OF THE BOARD

Directors are not responsible for the obligations of the corporation, except in the event of incorrect execution of duties, or breach of Law or bylaw or any other damage incurred by deceit, abuse of powers or serious fault. In such cases, the director’s responsibility before the corporation, shareholders and third parities shall be unlimited. The director that did not participate in the meeting

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or resolution, or who has left a record in writing of his/her dissension shall be exempted from responsibility. The directors shall undertake commercial operations with the corporation only in special circumstances. They shall not perform, in representation of the company, any operation that is contrary to company’s objectives. E) CONTROL

One or more internal auditors (syndics) may also be nominated by the annual Assembly to oversee the administration of the corporation. Internal auditors should be competent regarding the control entrusted to them by virtue of the bylaws. The bylaws shall establish the time period for which the Internal Auditors shall be appointed, namely a maximum of five years. The trustees should be domiciled in Paraguay and they may be re-elected. The Internal auditor shall oversee the administration and management of the corporation and shall participate without vote in the annual Assemblies and meetings of the Board. He/she shall also oversee accounting records and documents when deemed convenient. Moreover the Internal Auditor must ensure the corporation’s compliance with all the legal obligations and resolutions of the Assembly. F) SHAREHOLDERS’ ASSEMBLY

General Assemblies may be Ordinary or Extraordinary and they shall be held at the company’s registered office. Ordinary Assembly shall be called, each year, by the directors or by the internal auditors, to consider and resolve the following: a) Annual report of the directors, balance, profit and loss account, payment of dividends, report of the trustee(s) and all other pertinent measures, according to the competency granted by Act and the bylaws, or those submitted to the Board and Trustees’ decision. b) The appointment of Directors and Internal Auditors and the establishment of their fees. c) Responsibility of the board and internal auditors and their replacement. d) Stock issues. Extraordinary Assemblies shall be called by the directors at any time, or by the internal auditor(s) when deemed necessary or convenient, or upon request of shareholders representing five percent (5%) of the capital stock (unless otherwise stipulated by the bylaws) to consider the following: a) Amendment of by-Acts. b) Capital increase or reduction. Berkemeyer Attorneys and Counselors | Asunción - Paraguay

c) Redemption, reimbursement or stock amortization. d) Merger, transformation or dissolution of the company and all matters related to the liquidation and the liquidators. e) Debenture or stock exchange issuance f)

Share-bonds issuance

G) CALL TO MEETING

The call to meeting of the Assembly must include the complete agenda of the items to be considered and any requirement contained in the bylaws regarding shareholders’ participation. The call to meeting must be published for five days, at least ten days prior to the date of the Assembly. The second call, if the first meeting was not held, shall be made within the following thirty days. Resolutions adopted over matters not included in the agenda shall be null and void. H) ATTENDANCE

To attend the Assemblies, shareholders shall deposit their stock certificates or bank deposit certificates with the Secretary of the corporation for their registration, not less than three business days prior to the meeting. Representatives (proxy) that are not directors, internal auditors, managers or personnel of the corporation may represent shareholders at the Assemblies. I) STOCK

Nominative (or bearer) stocks shall represent the corporation’s capital. The stock certificates should be numbered and signed by one or more directors. The certificates shall bear the name of the corporation, date and site of their constitution, amount of the capital subscribed, number, face value and stock type. Stock certificates may be issued when fully paid. Until then, shareholders may receive nominative provisional certificates and they may be required to pay the balance due. The bylaws may create different stock types with different rights; stocks may be nominative or issued to the bearer. The alienation of nominative capital may be adjusted to particular conditions. Corporations shall be able to acquire their own stock when the purchase is authorized in an Extraordinary Meeting. Said purchase shall be made with the net profits, provided that the purchased stock is wholly integrated. J) PATRIMONIAL STATEMENT Berkemeyer Attorneys and Counselors | Asunción - Paraguay

Directors shall prepare an annual inventory, itemized profit and loss account, balance sheet, annual report and any other required documents to prove the patrimonial state of the corporation. The accounts and annual report should be submitted to the Annual Assembly for consideration thereof. Five percent (5%) of the net profit shall be annually destined for reserves until they represent twenty percent (20%) of the subscribed capital. Only dividends originating from the corporation’s net profits may be paid. Directors shall be jointly liable for the breach of this norm. Act 772/1979 and the Civil Code authorize corporations to issue debentures pursuant to the provisions established by Law.

4. THE HAGUE CONVENTION ON APOSTILLES The Hague Convention is approved through Act 4987/2013 and symbolizes an important breakthrough in overcoming the inconveniences, disadvantages and bureaucracy involved in the process of legalizing of foreign documents. The enactment of legislation N° 4987/2013 by the Paraguayan President on July 10, 2013, symbolizes an important breakthrough in overcoming the inconveniences, disadvantages and bureaucracy involved in the process of legalizing of foreign documents. The approved legislation makes The Hague Convention of 5 October 1961 an internal Paraguayan law, abolishing the Requirement of Legalization for Foreign Public Documents, commonly known as the Apostille Convention. Even though Paraguay through this legislation approves and adopts the Apostille Convention it is not immediately applicable. In order to become, applicable Paraguay must deposit the instrument of accession at the Ministry of Foreign Affairs of the Kingdom of the Netherlands. Secondly, the above mentioned Ministry of Foreign Affairs must notify the Contracting States of this enactment and designate a the Competent Authority for Paraguay. Finally, from the official notification the Contracting States dispose of a 6 month objection period to object to the accession of a Country seeking to join the Convention. If an objection is raised, the Convention does not enter into force between the newly acceding State and the objecting State. Finally, the Convention will enter into force between Paraguay as an acceding State and each Contracting State that has not objected its accession on the 60th day after the 6 month objection period has ended or expired.

SOURCES OF INFORMATION REDIEX- Red de Inversiones y Exportaciones del Paraguay Berkemeyer Attorneys and Counselors | Asunción - Paraguay

PROPARAGUAY – Office for the Promotion of Exports and Investments CENTRAL BANK OF PARAGUAY MINISTRY OF COMMERCE AND INDUSTRY MINISTRY OF FINANCE MINISTRY OF FOREIGN AFFAIRS

Berkemeyer Attorneys and Counselors | Asunción - Paraguay

FOR MORE INFORMATION: Contact: Mr. Hugo T. Berkemeyer

Berkemeyer ATTORNEYS AND COUNSELORS

The Firm provides a broad range of legal services with particular expertise in international transactional work, such as mergers and acquisitions, joint ventures, and foreign investments and a historical strength in the area of intellectual property Act and protections. An increasingly important part of our practice today also centers on the Agreement to create a Common Market among the Mercosur Countries of South America and the economic liberalization policies that are propelling the region into the mainstream of the world economy. Corporate & Commercial Act: Formation of Corporations (Start-Ups); Joint Ventures; Foreign Investment; Real Estate (Lease & Rental Agreements); General Contracts; Litigation; Privatization. General Counsel: Administrative Act; International Act; Immigration & Nationality; Health Act; Labor Act; Tax Act; Energy Act; Communication Act; Taxation and Customs Act; Integration Act; Mining and Natural Resources. Intellectual Property Act & Competition Act: Patents, Trademarks & Copyright Act; Licensing and Franchising; Technology and Know-how; Anti-counterfeiting; Litigation.

Berkemeyer Attorneys and Counselors | Asunciรณn - Paraguay