Understanding Company Registration in Peru

Establishing a company in Peru enhances your business credibility and trustworthiness. A registered entity boosts brand image, enjoys high international legal standing, and is protected under EU frameworks. Many clients and partners prefer engaging with firms that have a physical presence in Peru. Under Peruvian corporate law, businesses can choose from various structures, such as the Sociedad Anónima (S.A.), Sociedad Anónima Abierta (S.A.A.), and Sociedad Anónima Cerrada (S.A.C.). Additionally, foreign enterprises may set up branches, each with distinct legal obligations. This guide outlines common company types, requirements, and the registration process.

Types of Companies in Peru

Sociedad Anónima (S.A.)

A standard corporation requires at least two shareholders. While no minimum capital is mandated, authorities typically expect a deposit of around 1,000 nuevos soles (approximately $240). The company name must include 'Sociedad Anónima' or 'S.A.'.

Sociedad Anónima Abierta (S.A.A.)

An open corporation needs a minimum of 750 shareholders, with over 35% of capital held by 175 or more individuals. It can list on the stock exchange and issue shares. The name must contain 'Sociedad Anónima Abierta' or 'S.A.A.', and it requires a general shareholders' meeting, which elects a board and supervisory committee.

Sociedad Anónima Cerrada (S.A.C.)

A closed corporation, similar to a limited liability company, requires two to twenty shareholders. It must have a shareholders' meeting and a general manager but cannot publicly trade shares. The name should include 'Sociedad Anónima Cerrada' or 'S.A.C.'.

Branch Offices

Foreign companies can establish branches in Peru without minimum capital requirements. Documentation includes the parent company's resolution detailing capital allocation, activities, address, and legal representative. This resolution must be notarized and legalized by the Peruvian Ministry of Foreign Affairs or the home country's consulate.

Required Documentation for Registration

Proposed company name for reservation with the Public Registry.
Details of at least two shareholders; non-residents must appoint a local representative with notarized power of attorney.
Minimum capital of 1,000 soles, fully paid before registration.
Appointment of directors and managers, with full details; foreign appointees need valid immigration status.
Business scope, which can be broad unless for regulated industries.

Registration Process Overview

Name reservation with SUNARP, valid for 30 days.
Drafting of bylaws by a local lawyer, notarized by a public notary.
Bank account opening and capital deposit, with proof submitted to the notary.
Submission of notarized documents to SUNARP for registration (approx. 15 days).
Tax ID (RUC) application with SUNAT, typically processed in one day.
Municipal business license application (up to 30 days); special permits needed for regulated sectors.
Notarization of accounting books (approx. 2 days).
Employee registry submission to the Ministry of Labor (approx. 5 days).

Registration timelines vary by company type and complexity. For instance, an S.A.C. may take about 30 working days, but delays can extend this to 6–8 weeks. Factors like document accuracy and regulatory checks influence duration.

Peruvian Corporate Law Framework

Peruvian corporate law governs company formation, defining shareholder responsibilities, bylaws, and governance structures like boards and meetings. It ensures transparency through financial reporting, protects shareholder rights, and outlines dissolution procedures. Compliance with tax obligations is mandatory. Laws aim to foster a responsible business environment, though updates may occur; consulting local experts is advised.

Alternative to Entity Establishment: Employing Talent Efficiently

For businesses seeking to hire in Peru without the burden of entity setup, global employment solutions like SailGlobal offer compliant, flexible options. This approach saves time and resources while ensuring legal adherence.

Company Registration in Peru: A Guide for International Businesses