How to Set Up a Company or Corporation in Peru - Lima Lawyer

How to Set Up a Corporation or Company in Peru

Peru’s strategic positioning near key Latin American markets, coupled with its growing economy and welcoming stance towards foreign investment, makes it a highly appealing destination for aspiring business owners.

Before entering this market business owners must understand the local regulations of forming a company in Peru. This article outlines the key steps toward incorporating a business successfully. 

The process to set up a company or corporation in Peru takes about four to six weeks. It is required to have at least two shareholders who might be individuals or a legal entity and involves preparing the minutes of incorporation. The following are the steps you should follow to form a company.

Setting Up the Legal Structure for Your Company in Peru

When launching a company in Peru, business owners need to be aware of the different entities or types of companies that they can form. There are several different legal structures you can choose from when forming your company:

• Joint Stock Company (S.A.)
• Closely Held Company (S.A.C.)
• Publicly Held Corporation (S.A.A.)
• Limited Liability Company (S.R.L.)

A Legal Representative could complete the registration of your company. In order to appoint a new legal representative you would need a Power of Attorney (POA), this POA has to be signed, and legalized by the Ministry of Foreign Affairs of Peru, and if the power is written in another language it has to be officially translated into Spanish.

What are the minimum requirements to incorporate a Limited Company in Peru?

To incorporate a Limited Liability Company (Sociedad Anónima), the minimum requirements typically include:

Shareholders: A minimum of two shareholders, who can be individuals or legal entities.

Capital: There is no specific minimum capital requirement, but it must be specified in the company’s bylaws.

Articles of Incorporation: Draft and notarize the company’s Articles of Incorporation (Escritura Pública), outlining key details such as company name, objectives, address, capital structure, and governing bodies.

Registered Address: Provide a physical address in Peru where the company will be located.

Legal Representative: Appoint a legal representative, who can be a Peruvian resident or a foreigner with a valid resident visa.

Tax ID: Obtain a Tax Identification Number (RUC – Registro Único de Contribuyentes) from the Peruvian tax authorities (SUNAT – Superintendencia Nacional de Aduanas y de Administración Tributaria).

Publication: Publish a notice of the company’s incorporation in a local newspaper for legal purposes.

Registration: Register the company with the Public Registry (Registro de Personas Jurídicas) and obtain a registration certificate.

6 steps to Form a Company in Peru

  • Step 1: Create the Minutes of Incorporation
  • Step 2: Open a Company Bank Account in Peru 
  • Step 3: Register Company at the National Superintendence of Public Registries (SUNARP)
  • Step 4: Obtain a Tax ID (RUC – Registro Único de Contribuyente)
  • Step 5: Formalize the Statutory Books
  • Step 6: Obtain a Municipal License in Peru

1. Create the Minutes of Incorporation

This is the incorporation document of your company, which includes:

• Identification of Shareholders
• Description of leadership positions
• Company objective
• Bylaws
• Description

Please note that this document has to be signed by a lawyer.

An infographic by Biz Latin Hub about Setting Up the Legal Structure for Your Company in Peru
Setting Up the Legal Structure for Your Company in Peru

2. Open a Company Bank Account in Peru 

You must choose a bank to open your company’s bank account. It is important to consider that to open an account you usually will have to make a minimum initial deposit amount in the currency of your new account (i.e. USD for a USD account and S/. for an S/. account).

3. Register the Company at the National Superintendence of Public Registries (SUNARP)

The Notary public is in charge of converting the minutes into a public deed and preparing your documents for registering with SUNARP.

To register in SUNARP you will need:

• Notary Public documents
• SUNARP forms
• Payment for the Rights to Registration

4. Obtain a Tax ID (RUC – Registro Único de Contribuyente)

The tax authority in Peru grants the Taxpayer Identification Number, which is the Superintendence of Tax Administration (SUNAT).

To request your Tax ID, you will need the following:

• Water or electricity bill that shows the legal address of your company, this is your address for tax purposes
• RUC Registration form (Provided by SUNAT)
• Testimony of Company Incorporation, duly registered with SUNARP
• Identification document of the Legal Representative
• Rental agreement, or ownership title, of the location where the business will operate

5. Formalize the Statutory Books

The following step to form a company in Peru is the legalization of statutory books and accounting records. The following are necessary for this step:

• Books/records to be legalized
• Copy of RUC form
• Notary Public’s Offices Rights to Registration Payment

Authorization of the Payroll Book, granted by the Ministry of Labour and Promotion of Employment:

• Payroll Book authorization application
• Copy of RUC Certificate
• Application rights payment
• Name or Legal name of Employer
• Company address

6. Obtain a Municipal License in Peru

The Municipal Operations License is required to operate for commercial, services, industrial, and professional service establishments. The respective municipality grants this, and the following steps are needed:

Certificate of Sectorisation and Compatibility of Use:

In Peru, the “Certificate of Sectorization and Compatibility of Use” verifies that a proposed business aligns with zoning regulations and land use compatibility at its chosen location, ensuring compliance with local laws. Obtaining this certificate involves submitting necessary documents to municipal authorities for approval.

• Application form
• Application Rights Permit
• Map of the area/premises of your company.

Approval from the National Institute of Civil Defense (Defensa Civil)

This is a safety inspection that grants a Certificate of Safety for your premises used:

• Compliance Certificate (This is granted by the Division of Land Registry and Municipal Authorizations)
• Copy of property title or property ownership extract
• A request addressed to the mayor
• Required payments
• Map of the area, signed by an architect
• Copy of RUC certificate
• Identification document copy of the respective party of the legal representative
• Rental agreement, or ownership title, of the location where the business will operate
• If Applicable – Copy of deed of incorporation of the legal person
• If Applicable – Copy of the authorization/certification of the respective sector

An infographic from Biz Latin Hub with the steps to incorporate a company in Peru.
Biz Latin Hub can assist you in how to Incorporate a Company in Peru

Other Cases

Other cases may include branch offices, partnerships, and joint ventures.

Branch Offices

Branch offices can be freely established by companies that are domiciled or not in Peru. The branch is to be registered in SUNARP’s Register of Legal Entities. Please note that a branch office does not have any legal status independently from its parent company.

The Branch Office’s public deed of incorporation should include, at least:

• Certificate of Good Standing of the parent company, issued by the competent authority in your country of origin
• Copy of the agreement of the creation of the branch by the board members (or the competent body of the parent company) defining capital, activities, purpose, address, legal representative, and its powers granted
• Incumbency certificate
• If Applicable – a copy of bylaws, articles of association, or equivalent in the country of origin

Partnership Agreements

Please note that a partnership agreement does not create a legal entity. It is based on the mutual interest of the parties; a partnership agreement rules the integration and participation of particular businesses and companies which the agreement requires to be in written form.

Joint Venture

In Peru regulations for joint ventures are not standardized and may vary depending on the industry. Joint ventures allow foreign capital to enter the country by teaming up with local companies and facilitating the use of technology, access to products or services, know-how, and financing of economic activities.

If Applicable – FDI registration

Under legislation, it is obligated to register foreign investments, by which it gives the right to the investor to transfer abroad and use the most favorable buying/selling exchange rate when conducting an exchange transaction.

Common FAQs when forming a company in Peru

In our experience, these are the common questions and doubtful points of our clients.

1. Can a foreigner own a business in Peru?

Yes, a business can be 100% foreign-owned by either legal persons (“legal entities”) or natural persons (“individuals”).

2. How long does it take to register a company in Peru?

Registering a company in Peru takes 6 weeks.

3. What does an S.A.C. company name mean in Peru?

In Peru, an S.A.C means Sociedad Anónima Cerrada, which translates to “Private Closed Corporation”. This is a legal entity in Peru that mandates a minimum of two and a maximum of 20 shareholders. While a Board of Directors is not obligatory, the corporation must have a General Manager.

4. What does an S.A.A company name mean in Peru?

In Peru, a S.A.A means Sociedad Anonima Abierta, which translates to  “Public Corporation”. This type of legal entity is suitable for companies with a considerable number of shareholders. To establish this entity, an initial public offering is required. Specifically, the company needs to have more than 750 shareholders. This structure is designed to accommodate companies with a large and diverse shareholder base.

5. What entity types offer Limited Liability in Peru?

In Peru, both the Sociedad Anónima Abierta (S.A.A.) and the Sociedad Anónima Cerrada (S.A.C.), are limited liability companies.

Differences Between S.A.C and S.A.A. in Peru

AspectPrivate Close Corporation (S.A.C)Public Corporation (S.A.A)
ShareholdersMinimum: 2, Maximum: 20Minimum: 750
Capital StockDetermined by the contributions of each shareholder.Over 35% is owned by 175 or more shareholders.
RegistrationMust register with the Superintendencia del Mercado de Valores (SMV) and adhere to specific legal requirements, including the regular submission of audited financial statements.Must register with the Superintendencia del Mercado de Valores (SMV) and adhere to specific legal requirements, including the regular submission of audited financial statements.
Company SizeMore appropriate for smaller companies aiming to retain control over a limited group of shareholders.Generally better suited for larger companies seeking financing in the securities markets and willing to comply with associated disclosure and regulatory obligations.

Do You Want to Set Up a Company or Corporation in Peru?

Once you have your business setup, registered, legal representation, and you have your tax and accounting in order, then you are ready to do business in Peru.

If you have any questions or inquiries about how to set up a company or corporation in Peru, our Peruvian business experts have created a company formation presentation. If you have any more questions about how to incorporate your company in Peru, please do not hesitate to contact us now. Our Biz Latin Hub team in Peru includes local and expat professionals who have the knowledge and expertise to support you throughout the process.

Key services offered by BLH including legal services, accounting & taxation, hiring & PEO, due diligence, tax advisory, and visa processing
Thinking of setting up a company in Peru? Biz Latin Hub can help you through the whole process.

The information provided here within should not be construed as formal guidance or advice. Please consult a professional for your specific situation. Information provided is for informative purposes only and may not capture all pertinent laws, standards, and best practices. The regulatory landscape is continually evolving; information mentioned may be outdated and/or could undergo changes. The interpretations presented are not official. Some sections are based on the interpretations or views of relevant authorities, but we cannot ensure that these perspectives will be supported in all professional settings.
Legal Team Peru

Legal Team Peru

Legal Team Peru is the Biz Latin Hub leading experts on doing business in Peru The Team writes on the news, doing business, law, and changing regulations. The team are experts in corporate law, Administrative law, Employment law, Immigration law and legal advisory services. Read more about them here. You can contact Legal Team Peru via our "contact us page".

Receive the latest news and advice about expanding your business globally
Subscribe to our newsletter to receive the latest business news and advice about entity formation, legal entity compliance, accounting, back office and fiscal requirements. Receive the latest news and advice about expanding your business globally.

This field is for validation purposes and should be left unchanged.