Why Set Up a Closed Corporation in Peru?
By RGB Avocats – Corporate lawyers in Peru
As with any other Peruvian company, there is no minimum share capital required for incorporating a S.A.C. At least 25% of each share must be paid upon incorporation. Shareholders are then free to decide when the rest of the shares are to be paid. Contributions may consist of money and/or assets, but not services.
There must be at least two – but no more than twenty – shareholders, either individuals or corporations. The shareholders’ liability is limited to the amount they contribute.
In contrast with standard Peruvian corporations (Sociedades Anonimas – S.A.), in a S.A.C., Shareholders’ General Meetings can be arranged by fax, email or any other means that offer confirmation of receipt and guarantee authenticity. Consequently, meeting announcements do not need to be published in a local newspaper, as they need to be with standard S.A’s.
Moreover, it is possible to hold virtual Shareholders’ General Meetings by videoconference, telephone and other similar systems, which can be extremely useful if shareholders do not live in the same place. This may apply to other kind of companies provided that they have implemented an electronic vote system.
Another advantage of a S.A.C. is that there is no need for a Board of Directors, whereas a standard S.A. must have a Board of Directors conformed by a minimum of three individuals.
In the event that a shareholder wishes to sell his or her shares, another company shareholder is entitled to buy these shares. The right of each shareholder to buy the shares should be proportional to his or her company shareholding, unless otherwise agreed.
Furthermore, Peruvian law permits the shareholders to state that transfers of shares may only take place with the company’s consent. They may also state conditions under which shareholders lose their status as shareholder and are removed from the company.
In contrast with a “Sociedad Comercial de Responsabilidad Limitada”, a Peruvian Limited Liability Company, the transfer of shares in a S.A.C. does not require a notarized deed.
Due to its flexibility and the protection it offers to its shareholders, a S.A.C. is without a doubt one of the best types of company structures available in Peru.