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
- 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.
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.”
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It shall have a name followed by the words “Sociedad Anónima Cerrada (Closely Held Corporation), or the acronym “S.A.C.”
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It shall have a name followed by the words “Sociedad Anónima” (Corporation), or the acronym “S.A.”
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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 |
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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
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
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.
If the contributions for the incorporation are made in cash, an account must be opened in a bank of the financial system. To open such account, it is required the presence of the representative of the company that is in the process of incorporation and the copy of the articles of incorporation with the receipt seal of the notary where such process is carried out. The deposit of the contributions that shall be part of the share capital of the company shall be made in this account.
The Articles of Incorporation are submitted before the Notary Public who shall execute them as a Public Deed and prepare the documents for registration before the National Superintendency of Public Registries (SUNARP, for its acronym in Spanish).
Registration before SUNARP:
- Form issued by SUNARP.
- Payment of Processing Fees.
- Documents granted by the Notary.
It is obtained in the National Superintendency of Tax Administration (SUNAT, for its acronym in Spanish), the Peruvian tax administration agency.
Requeriments:
- Certificate of Incorporation duly registered before SUNARP.
- Water or electricity bill of the legal address, which is the address established for tax purposes.
- Tax ID Number registration application form by SUNAT
4. Original identification card of the legal representative.
5. Title deed or rental agreement of the place where the commercial activity shall be carried out.
- Copy of RUC Form.
- Book to be legalized.
- Payment of Processing Fees.
Ministry of Labor and Employment Promotion
- Request for authorization by Payroll Book or Loose-leaf book, duly numbered.
- Copy of RUC.
- Name or Corporate Name of the Employer.
- Name of the Legal Representative and ID number.
- Address of the work center(s).
- Payment for processing fee
Operating License for commercial, industrial, service and professional services establishments. (Law No. 27972).
1. Application
2. Certificate of Zoning and Compatibility of Use.
Requirements
a. Application - Form.
b. Sketch.
c. Payment for Processing Fee.
3. Favorable information from Civil Defense:
Technical Safety Inspection includes Safety Certificate (FAVORABLE REPORT) for commercial, industrial premises and other businesses.
Requirements:
a. Application addressed to the Mayor.
Requirements:
1 Application addressed to the Mayor.
2 Copy of the title of ownership or copy of the title deed.
3 Location and perimetric plan signed by the responsible professional.
4 Payment for Processing Fee.
c. Payment for Processing Fee
5. Copy of the Identification Card of the interested party or of the Legal Representative, if applicable.
6. Title deed or rental agreement of the place where the commercial activity shall be carried out.
7. Simple copy of the Articles of Incorporation of the legal person, if applicable.
8. Copy of the authorization and/or certification of the corresponding sector, if applicable.
9. Payment for Processing Fee.