Foreign investment

Company Incorporation

Selection of the type of Company

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.

The incorporation procedures can be carried out directly or through a representative.

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	General Shareholders’ Meeting Board of Directors Management	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	General Shareholders’ Meeting Board of Directors (mandatory) Management	Represented in shares, freely transferable.	Fixed or indefinite term
Closely Held Corporation (S.A.C.)	2 to 20 shareholders (maximum 20)	General Shareholders’ Meeting Board of Directors / Management	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	General Shareholders’ Meeting Board of Directors (optional) Management	Capital represented by shares, fully subscribed and paid.	Fixed or indefinite term
Limited Liability Company (S.R.L.)	2 to 20 partners (maximum 20)	Partners’ Meeting Management	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.

The branch’s legal representative must have sufficient powers to resolve any matter related to the company’s activities, bind the company through branch operations, and exercise general procedural representation required by law.

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.

Drafting of the articles of incorporation

The Draft of the Articles of Incorporation are the company’s incorporation contract. They must contain detailed information about the company to be established (Identification of Founding Partners, Corporate Purpose, Bylaws, description of executive roles). The Draft of the Articles of Incorporation must be signed by a lawyer.

If contributions for incorporation are made in cash, a bank account must be opened at a financial institution. To open this account, the presence of the company’s representative, who is in the process of incorporation, and a copy of the Draft of the Articles of Incorporation stamped with the notary’s receipt of the filing are required. This account will be used to deposit the contributions that will form part of the company’s capital stock.

Registration of the Company with the Nacional Superintendence of Public Registries

The Draft of the Articles of Incorporation are submitted to a Notary Public, elevated to a Public Deed, and prepared for registration with the National Superintendency of Public Registries (SUNARP).

Registration with SUNARP:

Form provided by SUNARP
Payment of Processing Fee
Documents issued by the Notary

Obtaining the Taxpayer Identification Number (RUC)

Obtained before the National Superintendency of Tax Administration (SUNAT), the Peruvian tax authority.

Requirements:

Public Deed of Incorporation, duly registered with SUNARP.
Water or electricity bill of the tax address, which is the address established for tax purposes.
SUNAT RUC Registration Application Form.

Original ID of the legal representative
Property title or lease agreement of the business location.

Formalization of Corporate Books

Opening and Legislation of Corporate and Accounting Books

Requirements:

Copy of RUC Form
Book to legalize
Payment of Processing Fee

Authorization of Payroll Book before the Ministry of Labor and Employment Promotion

Requirements:

Request for authorization of the Payroll Book or Loose-Leaf Book, duly numbered
Copy of RUC
Employer’s Name or Legal Entity Name
Name of Legal Representative and DNI (National Identity Document) No.
Address of the workplace(s)
Payment of the Processing Fee

Obtaining a Municipal Operating License (at the respective Municipality)

Licensing Division

Operating License for commercial, industrial, service, and professional service establishments. (Law N° 27972).

Solicitud.
Zoning and Land-Use Compatibility Certificate
- Request – Form
- Sketch
- Payment of the Processing Fee
Favorable Civil Defense Report: Technical Safety Inspection includes Safety Certificate (FAVORABLE REPORT) for premises dedicated to commercial, industrial, and other activities.
- a. Request addressed to the Mayor.
- b. Establishment Compliance Certificate issued by the Division of Cadastre and Municipal Authorizations (Cadastral Certificate, Legal Basis: Law 27972)
Copy of the Taxpayer Identification Number (RUC)
Copy of the identity document of the applicant or of the Legal Representative, as applicable.
Property Title or lease agreement of the place where the commercial activity will be carried out.
Simple copy of the Articles of Incorporation of the Legal Entity, if applicable.
Copy of the authorization and/or certification of the corresponding sector, if applicable.
Payment of the Processing Fee