1.Choice your business organization forms

Main types of business organization forms provided by law: The corporation, the limited liability company, the branch, the joint venture, the consortium, among others. Errands may be carried out directly or through a representative

  1. Documents accrediting the role of Representative:
  • Power of attorney granted by the Legal Person abroad, designating it as its representative. The power of attorney must be legalized before the Peruvian Ministry of Foreign Affairs. If the power of attorney has been granted in a foreign language, it must be translated into Spanish.
  • In case the representative is a foreign citizen, a business visa and/or alien registration card is required.
       2. Comparative Table of Companies

MODALITY TYPES OF CORPORATIONS
TYPE LIMITED LIABILITY COMPANY CLOSELY HELD CORPORATION CORPORATION SIMPLIFIED JOINT-STOCK COMPANY (as of December 14, 2020)
CHARACTERISTICS From 2 to 20 shareholding members. From 2 to 20 shareholders.
A shareholder wishing to transfer his/her shares to another shareholder or to third parties must notify the corporation and request the corporate’s approval
At least 2 shareholders. There is no maximum number From 2 to 20 shareholders.
It is not allowed for a legal person to be a shareholder of a SACS.
CORPORATE NAME
It shall have a name followed by the words “Sociedad Comercial de Responsabilidad Limitada” (Limited Liability Company), or the acronym “S.R.L.”
It shall have a name followed by the words “Sociedad Anónima Cerrada (Closely Held Corporation), or the acronym “S.A.C.”
It shall have a name followed by the words “Sociedad Anónima” (Corporation), or the acronym “S.A.”
TIt shall have a name followed by the words “Sociedad por Acciones Cerrada Simplificada” (Simplified Joint-Stock Company), or the acronym “S.A.C.S.”
BODIES
  • General Partners’ Meeting.
  • Managers.

  • General Shareholders’ Meeting.
  • Board of Directors, its appointment is optional.
  • Management
  • General Shareholders’ Meeting.
  • Board of Directors.
  • Management.
  • General Shareholders’ Meeting.
  • Management

SHARE CAPITAL EThe capital is represented by shares and each share must be paid in at least 25%. Contributions may be in local and/or foreign currency, in the form of intangible technological contributions.
The capital is represented by shares and must be fully subscribed and each share must be paid in at least 25%.
Contributions may be in local and/or foreign currency, in the form of intangible technological contributions.
The capital is represented by shares and must be fully subscribed and each share must be paid in at least 25%.
The capital is represented by shares and must be fully subscribed and paid.
DURATION Undetermined. Determined or Undetermined Determined or Undetermined Determined or Undetermined.

  • The Branch
Companies, whether or not domiciled in the country, may freely establish branches in Peru and must register them in the Legal Person Registry of the SUNARP Registry Zone of the place where they operate.

The branch has no legal status independent of its headquarter. It is endowed with permanent legal representation and has management autonomy within the scope of the activities assigned to it by the main company, according to the powers of attorney granted to its representatives.

The Public Deed of Establishment of a Branch shall at least contain:

 

  • The certificate of good standing of the main company. In the case of companies incorporated abroad, a certificate stating that it is not prevented from establishing branches abroad must be also submitted.
  • Copy of the articles of organization and bylaws or equivalent instruments in the country of origin, if applicable.
  • The document containing the agreement to establish the branch, adopted by the relevant corporate body of the main company, indicating the capital assigned to the branch; the statement that the activities to be carried out by the branch are included within the corporate purpose of the main company; the place of domicile of the branch; the designation of a permanent legal representative in the country; the powers conferred upon him/her; and his/her submission to the laws of Peru to answer for the obligations contracted by the branch in the country.

The legal representative of the branch must have sufficient powers to resolve any matter related to the activities of the company, to bind the company for the operations carried out by the branch and the general powers of procedural representation required by law.

  • The Associative Contracts 
Associative contracts create and regulate the participation and integration in specific businesses or companies, in the common interest of the participants. This type of contract does not create a legal person, must be in writing and is not subject to registration.

There are 3 forms of associative contracts: the Profit Association contract, the consortium and the Joint Venture.

The resources destined to the aforementioned contracts shall be considered as foreign direct investment when a form of participation is granted to the foreign investor in the production capacity, without any capital contribution, and which corresponds to commercial operations of a contractual nature through which the foreign investor provides goods or services to the recipient company in exchange for a participation in the volume of physical production, in the global amount of the sales or in the net profits of the referred recipient company.

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