Selection of the type of company
In Peru, the General Companies Law, Law No. 26887, governs the incorporation, organization, and dissolution of companies. It also establishes the different corporate forms and their legal requirements, the main ones being:
- Corporation (S.A.)
- Public Corporation (S.A.A.)
- Closely Held Corporation (S.A.C.)
- Simplified Closed Stock Corporation (S.A.C.S.)
- Limited Liability Company (S.R.L.), among others.
1.- Documents Accrediting the Status of Representative
- Power of Attorney granted by the Legal Entity abroad, appointing the representative. The Power of Attorney must be legalized by the Ministry of Foreign Affairs of Peru. If the Power of Attorney was granted in a foreign language, it must be translated into Spanish.
- If the representative is a foreign citizen, a business visa and/or Alien Registration Card is required.
2.- Comparative Table of Company Types
Company Type | No. of Partners/Shareholders | Corporate Bodies | Capital Stock | Term |
|---|---|---|---|---|
Corporation (S.A.) | Minimum 2, no maximum |
| Represented in shares, freely transferable unless otherwise stated in bylaws. | Fixed or indefinite term according to bylaws |
Public Corporation (S.A.A.) | From 750 shareholders |
| Represented in shares, freely transferable. | Fixed or indefinite term |
Closely Held Corporation (S.A.C.) | 2 to 20 shareholders (maximum 20) |
| Represented in shares, transfer restricted (preemptive right). | Fixed or indefinite term |
Simplified Closely Held Stock Corporation (S.A.C.S.) | 2 to 20 shareholders, all natural persons |
| Capital represented by shares, fully subscribed and paid. | Fixed or indefinite term |
Limited Liability Company (S.R.L.) | 2 to 20 partners (maximum 20) |
| Capital divided into participations, not freely transferable, requires partners’ agreement | Fixed or indefinite term |
Branch Office
Companies, whether domiciled in Peru or not, may freely establish branch offices in Peru, which must be registered in the Registry of Legal Entities of the SUNARP Registration Office corresponding to the location of operation.
A branch does not have a separate legal personality from its parent company. It has permanent legal representation and management autonomy within the scope of activities assigned by the parent company according to the powers granted to its representatives.
The Public Deed of Branch Establishment must contain at least:
- Certificate of existence of the parent company. For companies incorporated abroad, a certificate stating that it is not prohibited from establishing foreign branches.
- Copy of the corporate charter and bylaws, or equivalent instruments from the country of origin, if applicable.
- Document showing the resolution to establish the branch adopted by the competent body of the parent company, specifying the capital assigned to the branch; a declaration that the branch’s activities are within the parent company’s corporate purpose; the branch’s address; appointment of a permanent legal representative in Peru; the powers granted; and submission to Peruvian law for obligations incurred by the branch.
Associative Contracts
Associative contracts create and regulate participation and integration in specific businesses or ventures in the common interest of the parties involved. This type of contract does not create a legal entity, must be in writing, and is not subject to registration.
There are three forms of associative contracts: Association in Participation, Consortium, and Joint Venture.
Funds allocated to the above-mentioned contracts will be considered foreign direct investment when the foreign investor is granted a form of participation in production capacity, without contributing capital, corresponding to commercial operations through which the foreign investor provides goods or services to the receiving company in exchange for a share in production volume, total sales, or net profits of the receiving company.