Steps to incorporate a business in Peru

Faced with the potential impacts of the Covid pandemic, Peru has been recognised for its efforts in maintaining economic stability, as one of the countries in the region that implemented an effective response, backed by stimuli and other incentives, aimed at ensuring continuity for the development of companies.

Incorporating a business in any country can represent a challenge for investors. In this article, we take a look at some basic aspects that every investor needs to know to incorporate or establish an entity in Peru.

Selecting an entity type

The first thing that an investor must consider is the type of structure or type of company that they wish to establish, to match the needs and objectives of their business. Broadly speaking, investors can consider two options:

1. Establish an entity through the incorporation of a capital company or company (the most common being: the Ordinary Public Limited Company, or S.A; the Closed Public Limited Company, or S.A.C; and the Limited Liability Commercial Company, or S.R.L);
2. Establish and operate through a branch.

Incorporating a company

Below is a summary of the steps typically taken when incorporating a company in Peru:

1. Search for the availability of the company name in the Registry of Legal Entities and reserve the name that you want to give to the Peruvian company.
2. Prepare the powers through which certain persons are empowered to sign all documents necessary for the constitution of the Peruvian company, on behalf of the founding shareholders.
3. Prepare the minutes of incorporation, together with the bylaws and the social pact of the company, which must contain, among other things, the founding shareholders, the social capital, legal representatives, and so on.
4. Deposit the initial capital in a provisional bank account with a Peruvian financial institution.
5. Carry out the notarial formalisation procedures for the issuance of the public deed.
6. Carry out the process for the registration of the constitution in the Public Registries (SUNARP).
7. Register the company with the tax entity (SUNAT) to obtain a tax identification number and the Clave Sol.
8. Manage the legalisation and opening of the Peruvian company’s corporate books, before a notary public.
9. Open the company's permanent business bank account for its business operations.
10. Open the bank account for company deductions with the Banco de la Nacion (Peruvian), which is used only for the payment of taxes.

Establishing a branch

The main alternative to incorporating a company is the establishment of a branch. Here, we provide a summary of the steps for establishing a branch of a foreign company in Peru:

• In the case of branches established by foreign companies, the agreement to establish a Peruvian branch adopted by the parent company must be legalised by the Peruvian consulate and certified by the Ministry of Foreign Affairs in Peru or, failing that, apostilled in the country of origin, in order to be elevated to a public deed in Peru and registered with the Public Registries. The public deed must contain the following information, as a minimum requirement:

1. The agreement to establish a branch in Peru adopted by the competent corporate body of the foreign company (parent company), which must contain:

a) The capital assigned to the branch to carry out its activities in the country, which will be deposited in a provisional bank account with a Peruvian financial institution.

b) A description of the activities that the branch will carry out in Peru, which must be included within its corporate purpose.

c) The place of domicile of the branch.

d) The designation of at least one permanent legal representative and the powers conferred on them.

e) Submission to national laws to answer for the obligations contracted by the branch in the country.

2. Certificate of validity of the main company (parent company) in its country of origin.

3. Proof issued in the country of origin of the parent company, certifying that neither the articles of incorporation nor the bylaws prevent it from establishing branches abroad.

4. Copy of the articles of incorporation and the bylaws, or equivalent instruments, in the country of origin.

5. Copy of the identity document of the legal representative.

After obtaining registration in the Public Registries (SUNARP), the following activities must be carried out:

• Registration of the company with the tax authority (SUNAT), to obtain a tax identification number and the Clave Sol.
• Open the branch's permanent business bank account for your business operations.
• Open the bank account for deductions with the Banco de la Nacion (Peruvian), which is used only for the payment of taxes.

In accordance with the Peruvian General Law of Companies, branches of foreign companies can be transformed to be incorporated in Peru, under any type of company regulated by the Peruvian General Law of Companies.

Get help from local experts

While we have broadly outlined the steps to incorporate a company or establish a branch in Peru, these processes can easily be simplified by working with local experts who have intimate knowledge of the incorporation process itself, as well as the compliance landscape in Peru generally.

TMF Peru has the local knowledge to help you identify and face any challenge or opportunity for your business. Whether you are a new, smaller business or a multinational company, we can help our clients with services to facilitate incorporation. Businesses require other essential services to operate, and they must follow Peruvian regulations and safety standards. TMF Group has the local expertise to offer its clients specialised financial and administrative services that are essential to any business around the world.

Learn more about our services in Peru, or make an enquiry to find out how we can help you.

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