How to set up a Company or Corporation in Peru

How to set up a Company or Corporation in Peru

Forming a Business

Business Series - Part 3

The General Law governs any company established in Peru with national or foreign capitals on Companies. We can establish companies in a sole act performed by the founding partners. To register a Company with only two partners who may be individuals (or a corporate body) and preparing the Minutes of Incorporation is required.

Setting up a basic company framework usually takes about four to six weeks. This obviously does not include the time-consuming Municipal permits for the offices or production premises.

 

1 Select the correct type of company

The main legal forms of companies according to law are: corporation, limited liability companies, branch offices, joint venture, consortia, etc. Any proceedings may be carried out directly or through a representative. The mostly used corporate and company forms are: Joint Stock Companies (S.A.), Closely Held Corporations (S.A.C.), Public Held Corporations (S.A.A.) and Limited Liability Companies (S.R.L.)

For a detailed listing and explanation of company & corporation types, see our "Common Company & Corporation Types in Peru".

Relevant documents for a representative: Power given by the business entity abroad, appointing him as their representative. The Ministry of Foreign Affairs of Peru must legalize the power. 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 will be requested.

 

2 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). A lawyer must sign the Minutes.

 

3 Opening of a Current Account

Before opening a current account in the company's name with a local bank entity, you should “shop around” and visit the different banks to evaluate the different pricing structures and get a good comparison about the services that each one provides in the different “packages”. If you need to transfer funds back and forwards to/from abroad, check the charges for these transactions!

 

4 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). The website of the Notary Public's Offices can be found here.

Registration with SUNARP:

  • Form provided by SUNARP
  • Payment for rights to registration
  • Documents provided by the Notary Public
 

5 Registered Taxpayer Status - RUC

The National Superintendence of Tax Administration (SUNAT), the tax authority in Peru grants the registration. The following should be considered for the process:

  • 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

(Spanish RUC = Registro Único del Contribuyente)

 

6 Formalization of Statutory Books

For the opening and legislation of statutory books and accounting records you need:

  • 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
 

7 Municipal Operational License

The Operational License for commercial, industrial, service and professional service establishments (Law N° 27972 - An extract of the law can be found in the attachment section at the end of the article) will be granted by the corresponding Municipality where the business is going to located. It requires the following steps 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 the premises used by the business. Needed is the following:

  • 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 Case: 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, under 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
 

   Special Case: 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.

 

   Special Case: 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 contractual transactions 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. Most times, it permits financing economic activities, together with associated companies; facilitates the access of certain products or services to the market; and permits using technology, know-how or knowledge provided by one or more of the participants who team up with other companies to undertake economic activities, to improve the productivity and quality of the products or services and thus increasing earnings, sharing the risks and keeping 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. They disperse regulations.

 

   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, with no authorization from the National Government or from any decentralized public departments, and the right to use the most favorable buying/selling exchange rate when conducting an exchange transaction.

 

   General Law for Companies #26887 (in Spanish)

The general law governs all companies established in Peru for companies #26887 that the Peruvian Congress approved and published on the 9th of December 1997 (attached below).

All the above mentioned procedures and steps have been published to the best of our knowledge. Some procedures might change, and for that reason this "General Guide" should be considered only a rough guideline on what to expect. Legal advice is highly recommended and should be considered avoiding any problems before you even have started with operating your business!

Attachments

  • File Description
    File Size
    File Type
    Downloads
  • General Law for Companies #26887 - Peru
    317 KB
    4
  • General Law on People with Disabilities #29973 - Peru
    223 KB
    0
  • Organic Law of Municipalities #27972 - Peru
    1 MB
    0

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