In Paraguay, can shareholders remove a director mid-term if the bylaws are silent?

In Paraguay
Last Updated: Mar 30, 2026
[company removed]'s director is making unilateral decisions and refusing to share financial information. The bylaws don’t clearly explain early removal or calling an extraordinary meeting. What steps and voting thresholds apply, and how can we document it properly?

Lawyer Answers

MARPAT Abogados

MARPAT Abogados

Mar 30, 2026
In Paraguay, even if the bylaws are silent, shareholders generally retain the power to remove a director prior to the end of their term. Possible options: a. Formally request the convening of an extraordinary shareholders’ meeting, clearly stating the agenda (including removal and, if applicable, replacement of the director). b. Ensure proper notice is given in accordance with legal requirements. c. Document the director’s conduct (e.g., unilateral decisions, lack of transparency) to support the decision, even if cause is not strictly required. d. Record the resolution in the shareholders’ minutes book and register any changes before the relevant authorities, if applicable.

Given the circumstances described, it is also advisable to assess potential breaches of fiduciary duties and consider requesting access to financial information through formal channels. We would be glad to assist in structuring the meeting, drafting the resolutions, and ensuring compliance with all corporate formalities.
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