The common forms of business entities in Peru are: (source)

• Joint Stock Companies (Sociedades Anónimas, S.A.)
• Closely Held Corporations (Sociedad Anónima Cerrada, S.A.C.)
• Publicly Held Corporations (Sociedad Anónima Abierta, S.A.A.)
• Limited Liability Companies (Sociedad Comercial de Responsabilidad Limitada, S.R.L.)
• Branches

General Incorporation Requirements:

• The general law for companies #26887 (approved by Peruvian Congress on the 9th of December 1997) governs the incorporation of companies in Peru. It can be found here
• Details on general requirements listed below:
  • Preparation of the minutes of incorporation: This is in the incorporation contract of a company and includes detailed information on the company being incorporated (identification of Founding Partners, Company Purpose, By-laws, description of the leadership positions) - must be signed by a lawyer
  • Opening of a Current Account in the name of the Company, with a Local Bank Entity
  • Registration of the Company in the National Superintendence of Public Registries (SUNARP)
    • Details of this process can be found here
  • Registered Taxpayer Status (RUC, or Registro Único del Contribuyente, in Spanish)
    • It is granted by the National Superintendence of Tax Administration (SUNAT), the tax authority in Peru. More details on required documents here
  • Formalization of Statutory Books:
    • Requirements here
  • Municipal Operational License (granted by the applicable Municipality)
    • Required: Certificate of Sectorization and Compatibility of Use
      • Details here
  • Requires positive opinion issued by the National Institute of Civil Defense
    • Details here

Joint Stock Companies (Sociedades Anónimas, S.A.) Overview (source)

• Most popular as it is the easiest way to open a business in Peru
• Requires a minimum of two shareholders
• Must appoint a minimum of three directors who must be individuals and who must not be resident in peru (source)
• Initial capital contribution must be deposited in a local bank
• No minimum capital amount required by law, but financial institutions require a minimum initial deposit of $1,000 SOLES
• Denomination must include the indication “Sociedad Anónima” or the abbreviation “S.A.”
• Liability is limited to the value of shares held
• Must have a General Manager and a Board of Directors

Publicly Held Corporations (S.A.A.) Overview (source)

• Attractive for companies with many shareholders or if the company has debts that can be converted into shares
• More than 35% of company’s capital must belong to 175 or more shareholders
• The denomination must include the indication “Sociedad Anónima Abierta” or the abbreviation “S.A.A.”
• Must be registered in the Public Registry listed on the Stock Exchange
• No restrictions or limitations on the transfer of shares; it is completely free.

Limited Liability Companies (S.R.L.) Overview (source)

• Requires a minimum of 2 and a maximum of 20 partners
• This type of company does not issue shares but incorporation procedures same as for all other corporations
• SRL without a director must appoint at least one manager
• Shareholders can be of any nationality and are not required to be resident in Peru
• Capital divided into ownership interests which are indivisible and all partners have a limited liability
• Denomination must include the indication “Sociedad de Resonsabilidad Limitada” or the abbreviation “S.R.L.”.

Branch Overview (source)

• Relatively easy to incorporate a branch of a multinational company in Peru
• The branch must be registered in the “Ministerio de Relaciones Exteriores” (RREE) and must include the indication “Sucursal” in the company
• The branch is not considered a separate legal entity except for taxation purposes; therefore the parent company is responsible for its obligations and activities (source)
• Branch must appoint a permanent legal resident who must reside in Peru (source)
• Requires a Public Deed of Incorporation of the Branch Office: requiremet details can be found here

Non-profit Making Organizations Overview

• Peru recognizes three types of non-profit organizations: [(source)]: (https://www.cof.org/content/peru#Types)
  • Associations: Civil Code as an organization of natural persons or legal entities, or both, that pursues a not-for-profit purpose through a common activity
  • Foundations: a not-for-profit organization created through the endowment of one or more assets for engaging in religious, aid-based, cultural, or other social interest purposes
  • Committees: not-for-profit organization with a specific and temporary purpose. It is defined by the Civil Code as an organization of natural persons or legal entities, or both, dedicated to public fundraising for an altruistic end

In Peru, non-governmental organization (NGO) is not a separate legal for but a special designation given to NPOs. NGOs are monitored by Peru’s Agency for International Cooperation

For more information on running and registering an NGO in peru please see here

Further Details

• This website includes details of the different types of business entities in Peru
• This videoprovides an overview of how to incorporate a company in Peru
• This link has a good checklist of general requirements for setting up a business in Peru

Sources

bizlatinhub, limaeasy, healyconsultants