How to set up a Company or Corporation in Peru

How to set up a Company or Corporation in PeruHow to set up a Company or Corporation in Peru
Forming a Business

Any company established in Peru with national or foreign capitals is governed by the General Law on Companies. Companies are established in a sole act performed by the founding partners. To establish a Company only two partners who may be individuals (or a corporate body) and the preparation of the Minutes of Incorporation are required. The process of setting up a company (framework) usually takes about four to six weeks (not including the time consuming Municipal permits for the offices or production premises).

Choose the Right Kind of Company or Corporation

The mostly used corporate and company forms are: Joint Stock Companies (S.A.), Closely Held Corporations (S.A.C.), Publicly Held Corporations (S.A.A.) and Limited Liability Companies (S.R.L.)

The procedures for the registration may be carried out directly or through a representative. For a detailed listing and explanation of company & corporation types see our "Company & Corporation Types in Peru".

Relevant documents for a representative:

Power given by the Business Entity abroad, appointing him as their representative. The power must be legalized by the Ministry of Foreign Affairs of Peru. If the power has been granted in a foreign language it must be translated into Spanish. If it is a foreigner a business visa and /or foreign resident card shall be requested

Preparation of Minutes of Incorporation

The Minutes of Incorporation is the Incorporation Contract of a company. It must include detailed information on the company being incorporated (identification of Founding Partners, Company Purpose, By-laws, description of the leadership positions). The Minutes must be signed by a lawyer.

Opening of a Current Account in the name of the Company, with a Local Bank Entity

A choice of banks can be found on our overview of "Peruvian Banks".

Registration of the Company in the National Superintendence of Public Registries

The minutes are forwarded to a Notary Public, who will convert them into a public deed and prepare the documents for the registration with the National Superintendence of Public Registries (SUNARP).

Registration with SUNARP:

  • Form provided by SUNARP.
  • Payment for Rights to Registration.
  • Documents provided by the Notary Public.

Registered Taxpayer Status (RUC, or Registro Único del Contribuyente, in Spanish)

It is granted by the National Superintendence of Tax Administration (SUNAT), the tax authority in Peru.

  • Testimony of Company Incorporation, duly registered with SUNARP.
  • Water or electricity bill of the legal address, which becomes the address for tax purposes.
  • RUC Registration Form, provided by SUNAT.
  • Identity document of the legal representative.
  • Ownership Title in, or rental agreement of, the premises where the business activities will be performed.

Formalization of Statutory Books

Opening and Legislation on Statutory Books and Accounting Records

  • A copy of the RUC Form.
  • Books or records to be legalized.
  • Payment for Rights to Registration Notary Public's Offices.
  • Authorization of the Payroll Book granted by the Ministry of Labor and Promotion of Employment.
  • Application for the authorization of Payroll Book.
  • A copy of the RUC Certificate.
  • Name or Legal Name of the Employer.
  • Name and Voter Registration Card Number of the Legal Representative.
  • Address of the workplace(s).
  • Payment for application rights.

Municipal Operational License (granted by the applicable Municipality)

The Operational License for commercial, industrial, service and professional service establishments (Law N° 27972). The following complex steps are required for this license.

Certificate of Sectorization and Compatibility of Use

  • Application – Form.
  • Map of the sector.
  • Payment for application rights.

Positive opinion issued by the National Institute of Civil Defense

This Technical Safety inspection includes a Certificate of Safety (positive report) for premises used.

  • Certificate of Compliance granted by the Division of Land Registry and Municipal Authorizations (Law No. 27972).
  • Request addressed to the mayor.
  • Extract of the property's ownership or a copy of the property title.
  • Map with the location and surrounding areas, signed by a professional.
  • Payments.
  • A copy of the RUC certificate.
  • A copy of the Identity Document of the interested party or Legal Representative (if applicable).
  • Ownership Title in, or rental agreement of, the premises where the business activities will be performed.
  • A copy of the Deed of Incorporation of the Legal Person (if applicable).
  • A copy of the authorization and/or certification of the corresponding sector (if applicable).
  • Payment for application rights.

Special Cases (Branch, Partnership, Consortium and Joint Venture)

Branch Offices

Companies domiciled or not in Peru can freely establish branch offices in Peru, which shall be registered in the Register of Legal Entities of the SUNARP Register Zone of its location. A branch office does not have any legal status independently from its parent company. It has permanent legal representation and autonomous management in the field of the activities assigned to it by the parent company, in accordance with the powers granted to the branch representatives.

The Public Deed of Incorporation of the Branch Office shall include, at least:

  • Certificate of Good Standing of the parent company. Foreign incorporated companies shall submit, additionally, a certificate stating that they are not prevented from creating branch offices abroad.
  • A copy of the articles of association, bylaws or equivalent instruments in the country of origin (if applicable).
  • The document stating the agreement on the creation of the branch office, executed by the competent body of the parent company, that defines the capital assigned to the branch; a statement of the activities to be performed by the branch are included within the company's purpose of the parent company; the location of the branch; the appointment of a permanent legal representative in Peru; the powers granted to such representative; and its submission to the laws of Peru to be made accountable for the obligations that the branch office may undertake in the country.
  • The legal representative of the branch company shall have enough powers to solve any issue related to the company's activities, to represent the company in the operations performed by the branch and the general legal representation powers required by law.

Partnership Agreements

Partnership agreements create and govern the participation and integration of particular businesses and companies, in mutual interest of the parties. This type of agreement does not create a legal person; it shall be in written form and is not required to be recorded in the Registry.

Consortium and Joint Venture

The resources destined to Branch Offices and Partnership Agreements will be considered as direct foreign investments, when the investor is granted a share of the capacity of production, without involving a capital contribution, for the commercial transactions of a contractual nature through which the foreign investor provides goods or services to the receiving company, or in consideration of a share of the physical output, of the global sales amount or of the net revenue of such receiving company.

A Joint Venture allows foreign investments to enter the country by teaming up with local companies. In many cases, it permits to finance economic activities, together with associated companies; facilitates the access of certain products or services to the market; and permits to use technology, know-how or knowledge in general provided by one or more of the participants who team up with other companies to undertake economic activities, with a view to improving the productivity and quality of the products or services and thus increasing earnings, sharing the risks and retaining each one their individuality.

In Peru, there are no standardized regulations regarding Joint Venture according to each sector, be it fishing, mining, hydrocarbons, infrastructure works, or investments in acquisition of state-owned companies. In other words, regulations are dispersed.

Registration of Foreign Direct Investment (if applicable)

Leg. D. No. 662 establishes the obligation for registering foreign investments, but not a peremptory term. Registering an investment gives an investor the right to transfer abroad, in freely convertible currency, without the need for authorization from the National Government or from any decentralized public departments, as well as the right to use the most favorable buying/selling exchange rate when conducting an exchange transaction.

General Law for Companies #26887 (in Spanish)

All companies established in Peru are governed by the general law for companies #26887 that was approved and published by the Peruvian Congress on the 9th of December 1997.

To read the law (Spanish), please click on the below image:

General Law for Companies #26887 (in Spanish)

All the above mentioned procedures and steps have been published to the best of our knowledge. Some of the procedures might change and for that reason this "Guide" should be considered only a general guideline on what to expect. Legal advice should be considered anyway...!

Sources

  • SUNAT
  • SUNARP
  • ProInversión
  • MINTRA

Comments  

#mark g cooper2015-05-05 09:43
Is there a matching program for Industry to bring technology, Medical Technology and other Technologies, to Peru. My company will match the funds, Peru, has to participate and if we invest $25,000,000 usd,then to bring a Hospital or Car Manufacurer, to Peru, it is 50-50%, investment, after all Peru as a country increases it's value as a nation.
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