What are Companies’ Corporate Compliance Requirements in Peru?

The Peruvian economy has enjoyed two distinct phases of economic development in the last century. Between 2002 and 2013, Peru’s outstanding GDP growth with a rate of 6.1 percent annually and is now considered one of the fastest-growing economies in Latin America. Nevertheless, in order to take advantage of business opportunities in the country, foreign executives must be aware of all corporate compliance requirements when establishing a company.

Regarding local industries, Peru’s extensive mining sector, containing base and precious metals, makes the country a mining global leader. Likewise, its continuous effort to promote a friendly investment environment makes Peru the third country in the regional ranking of ease of doing business in Latin America.

More specifically, foreing executives receive the same treatment as local business executives. There is free transfer of capital and there is unrestricted access to most economic sectors. Consequently, it is an optimal country to expand your business.

Learn about the corporate compliance requirements to do business in Peru.

Legal structures in Peru to understand corporate compliance

Foreign executives doing business in Peru must be aware of all corporate compliance requirements and legal structures available to establish a business in the country, such as Joint-Stock Companies, Closely-Held Corporations, Publicly Held Corporations, and Limited Liability Companies.

The following are some of the main characteristics of legal structures in Peru:

Joint-Stock Companies (Sociedades Anónimas S.A.):

• Requires a minimum of two shareholders.
• No minimum capital required by law.
• The initial capital contribution should be deposited in a local bank.
• It is the easiest way to open a business.
• A manager and a Board of Directors are required.

Closely Held Corporations (Sociedades Anónimas Cerradas S.A.C.)

• Requires a minimum of two and a maximum of twenty shareholders.
• Demands a minimum share capital of PEN$500 (US$140) or PEN$1000 (US$280) if you are establishing a financial entity.
• Shares cannot be registered in the Public Registry listed on the Stock Exchange.
• A manager and a Board of Directors are required.

Publicly Held Corporations (Sociedad Anónima Abierta S.A.A.)

• There is no maximum number of required shareholders.
• 35%of companies’ capital must belong to 175 or more shareholders
• The company must be registered in the Public Registry listed on the Stock Exchange
• Transfer of shares are free from restrictions or limitations.

Limited Liability Companies (Sociedad de Responsabilidad Limitada S.R.L.)

• Demands a minimum of two and a maximum of twenty partners
• No shares required.
• All partners have limited liability.
• The incorporation procedure is the same as in all other corporations.

Statutory requirements in Peru

All companies in Peru must have a company legal representative or a local director. Note that the constitution of a company can be done following 7 steps, as recommended by the National Superintendence of Public Registries (Sunarp):

The steps establish a company in Peru are:

1. Denomination and Sunarp registration

This is not a compulsory procedure but it is highly recommended to facilitate the registration of the company name in the Registry of Legal persons of Sunarp. During the qualification of the name reservation, the public registrar must verify if there is any equality or coincidence with another company.

1. Preparation of the company’s minutes of incorporation

Through this document, the owner of the company expresses his will to establish the legal entity before meeting all corporate compliance requirements in Peru. The constitutive act consists of incorporation articles and bylaws. Likewise, the first administrator is appointed according to the characteristics of the legal entity.

1. Capital contribution

Capital must be contributed to your company to fulfil your application process. There are two ways:

• Money contribution: These funds have to be validated with a document issued by an entity of the national financial system. The minimum amount depends on the legal entity of the company.
• Goods (real estate or furniture): Contributing furniture should contain an invoice or another detailed valuation report. This can be evaluated by an external party in case you could not meet all criteria.

1. Preparation of public deed

Once the constitutive act has been drawn up, it is necessary to take it to a notary public, so that it can review and elevate it to Public Deed. In this way, the Public Deed of incorporation will be generated. This document must be signed and stamped by the notary together with the signature of the owner/partners.

The cost and time of the process will depend on the notary you choose.

1. Registration of the company

All types of legal structures should be registered as a legal entity before the Superintendencia Nacional de los Registros Públicos (Sunarp). Generally, this procedure is performed by a notary.

1. RUC registration: natural and legal person

A legal entity or legal person must register a tax identification number or a ‘Registro Único de Contribuyentes’ (RUC). The RUC contains the identification data of the economic activities and is issued by the Peruvian tax superintendence SUNAT. By this, the fiscal address of the company will be assigned as well. This is obligatory for both a natural person and a legal person. A natural person is an individual and a legal person is a company/legal entity. In almost all cases, they have the same tax requirements.

1. Open a bank account

At the bank, you’ll simply present your documents and fill out an application form. The banker should be able to open your account within a matter of hours. A minimum of PEN$500 (US$140) must be deposited to activate the bank account. After this, you are ready to start your business activities.

Meeting all corporate compliance requirements and opening a bank account in Peru can be time-consuming. Fortunately, the whole process is supported by an online service as well. In case of any question about the online procedure, do not hesitate to engage with our local team. The service is already available in the following regions:

• Metropolitan Lima.
• Callao Region.
• San Martin Region.
• Lambayeque Region.
• La Libertad Region.
• Arequipa Region.
• Cusco Region.
• Madre de Dios Region.
• Puno Region.
• Tumbes Region.
• Piura Region.

Do you need support for establishing a company in Peru?

It can be challenging to expand your business to a foreign country without a complete understanding of all statutory and corporate compliance requirements in Peru. At Biz Latin Hub, we offer a full suite of market entry and back-office support for expanding multinationals in Peru and the Latin American region. This includes company formation, corporate compliance, legal representation, accounting, hiring, visa processing, due diligence, and other business solutions.

Our team of financial and legal experts can help your company today expand into Peru. Get in touch with us today for expert advice and help you and your business to expand without any hassle.

Learn more about our team and expert authors.