Corporate Forms

Peru offers several types of corporate entities:

1. Closely Held Company (Sociedad Anónima Cerrada – SAC),
2. Public Company (Sociedad Anónima – SA),
3. Publicly Listed Company (Sociedad Anónima Abierta – SAA), and
4. Limited Liability Company (Sociedad Comercial de Responsabilidad Limitada – SRL).

Below are the main types of companies and their key legal features.

‍

Minimum Capital Requirements

In Peru, there is generally no statutory minimum capital requirement for companies. However, at least 25% of each subscribed share (in case of SAC, SA and SAA) or quota (in case of SRL) must be paid in at incorporation. Even though there is no formal minimum, in practice, many companies are incorporated with capital between PEN 1,000 and PEN 5,000 (approximately USD 250–1,300).

Certain regulated industries do require minimum capital, such as banking, insurance, financial services and securities brokers.

Foreign Ownership Limit

In general, foreign individuals and companies may fully own Peruvian companies, subject to certain sector-specific restrictions. Industries with foreign ownership limitations include defence, media, mining, fishing, and banking.

Type of Business Structure

While various types of business structures exist in Myanmar, foreign investors commonly establish a private company limited by shares. In principle, such a company is considered a separate legal entity, meaning that individual and corporate shareholders are generally not personally liable for the company’s debts or obligations.

Registration Process

The incorporation of a company in Peru can typically be completed within ten business days. The required steps are outlined below.

Reservation of the Company Name

The company name must be checked and reserved via the National Superintendency of Public Registries (Superintendencia Nacional de los Registros Públicos - SUNARP) online platform.

Drafting, Notarising and Registering Incorporation Documents

The following documents need to be prepared:

• Public Deed specifying the company name, type, and address; the company’s purpose; registered capital; shareholders and directors; and share transfer rules.
• Company Bylaws detailing internal governance, shareholder rights, and management rules.

‍

The shareholders must sign the public deed at a notary office. The notary will verify the identity of the shareholders and ensure compliance with applicable corporate law.

The signed and notarised public deed must then be registered with SUNARP. Upon registration, the company is deemed to be duly incorporated.

Obtaining Tax Identification Number

Once a company has been registered it can apply for tax identification number (Registro Único de Contribuyentes - RUC) with the National Superintendency of Customs and Tax Administration (Superintendencia Nacional de Aduanas y de Administración Tributaria - SUNAT).

There is no statutory deadline for obtaining a TIN. However, a TIN is legally required for a company to carry out any taxable activity, including:

• Issuing invoices or receipts
• Entering into commercial transactions
• Hiring employees
• Importing or exporting goods

‍

Banks require a TIN to open corporate accounts, and it is typically required by counterparties in commercial arrangements. In practice, companies usually obtain a TIN immediately after incorporation.

Other Registrations and Licences

A company generally needs to apply for a municipal operating license (Licencia de Funcionamiento) before starting operations at a physical location. Additional licenses and registrations may include electronic invoicing, export-import registration, and sector-specific licenses, such as those for food, mining, pharmaceuticals, or financial services.

How we can assist your business in Peru

Our team can support your business by providing the following services:

• Advising on the most suitable corporate structure to align with your business plans in Peru;
• Conducting checks on the availability of existing company names;
• Submitting applications to SUNARP for company incorporation;
• Applying for a Taxpayer Identification Number (TIN); and
• Opening corporate and personal bank accounts with commercial banks in Peru.

In addition, our legal advisers can assist with:

• Changing company names;
• Acquiring shares in a Peruvian company;
• Appointing new directors; and
• Drafting essential corporate documents, including: shareholders’ agreements; company constitutions; and employment contracts.