[1] The twelve teams were drawn into six ties on November 25, 2011 in Asunción.
[2] Teams played in two-legged ties on a home-away basis.
The following criteria were used for breaking ties on points:[3] The six winners advanced to the second stage to join the 26 automatic qualifiers.
Tied on points 3–3, Flamengo won on goal difference.
Tied on points 3–3, Libertad won on goal difference.