Every business entity must be legally registered with the Public Registry before commencing commercial activities. The common firm incorporated here is the Sociedad Anonima Cerrada (SAC) whose formation is authorized by the General Corporate Law (Ley General de Sociedades). The entity possesses a separate legal personality and no maximum period of existence. S.A.Ss are majorly governed by their articles of incorporation stated in a notary public deed. There is no personal liability for the debts incurred by the company. The governing bodies of the entity are the Shareholders, a Board of Directors (Junta Directiva) if necessary, and management. It may not be publicly listed or used for a non-profit organization. The company must have two incorporators during registration.
If you are considering forming a company here or you are a foreign company thinking of expanding to this country, this guide provides information on registering a closed company without a board of directors in Peru and the process.
Features of the company
The corporate object and the appointment of General Manager (Gerente General) must be in the articles of incorporation. The entity has to be set up by two incorporators both of whom can be foreigners. They must have at least one legal representative, but having a board of directors is not compulsory. The minimum amount of capital is US$300 and no less than 25 percent of the share capital has to be paid by the date of incorporation. The purpose of the company must be stated in its bylaws. Executing the public deed for the incorporation can be done under a power of attorney, as there is no requirement for the physical presence of the directors or legal representatives.
The process of incorporation
The Public Registry (Registros Publicos) is the regulatory body charged with registering new entities within this country. All closed companies without a board of directors have to be registered with the registry within their jurisdictions. The following documents have to be filed with the registry during incorporation:
- Public deed of incorporation executed before a Notary in Spanish
- Proof of shareholder
- Proof of public notary, et cetera
Note that the shareholders or attorneys sign the public deed for the incorporation. A tax identification number (NIT in Spanish) is required before the business starts. If the Chamber of Commerce does not assign an NIT, you can obtain it from the Tax Authority. The Deed can be executed legally backed by a Power of Attorney. Each year after the incorporation, the Sociedad Anonima Cerrada must hold its annual general meeting and file its annual tax declaration with the tax authority.
Information to be provided during the incorporation
The information below shall be filed at the Public Registry in the Public Deed and is publicly available: the purpose of the SAC, tax identification number, name and address of the entity, period of existence of the Sociedad Anonima Cerrada, details of share capital and type, the corporate structure of the company, process for capital increase or reduction, laws for the approval of annual results of the company, rules guiding the distribution of profit, the procedure for the dissolution and liquidation of the entity, etc.
Timeline of the process
Once the documents are filed, the registry shall issue the Sociedad Anonima Cerrada proof of incorporation. However, this is not subject to a waiting period.
Cost of the process
The costs of incorporating the entity include the registration fees paid to the public registry, legal fees paid to lawyers, and the notarial fees for the public deed. There are no additional charges payable for the process.
