Setting Up the Legal Structure for Your Company in Peru

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

There are a number of 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 legalised 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.

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

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 in order 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 in 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).

In order 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. Formalise the Statutory Books

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

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

Authorisation 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:

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

Approval from the National Institute of Civil Defence (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 authorisation/certification of the respective sector

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 by 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 facilitate the use of technology, access to products or services, know-how, and financing of economic activities.

How we can help you

If you are considering forming a business or you need expert help with company registration in Peru, MagickTranslations™ is ready to assist you with its skilled team of lawyers, consultants and tax experts. We are committed to making the process as stress-free and streamlined as possible for you, and we will take care of all your document preparation and administrative tasks regarding the registration forms, payment of government fees, local address registration, banking support, etc., whilst always keeping your exact objectives and unique vision in mind throughout the process.

Please use our Company Wizard if you would like to set up your registered company in Peru or if you would like to know the costs involved prior to proceeding with our exceptional services. For other queries and special requests for complex or customised company formation services, please contact us at connect@magickgroup.com