Opening a Business in Peru
By RGB Avocats – Corporate lawyers in Peru
Establishing a company to do business in Peru is very often one of the major hurdles a foreigner faces when relocating here. This article covers the three most common areas that investors should consider. 1) What kinds of companies to set up? 2) What are the migratory issues involved? 3) What are the legal procedures that need to be followed?
Choosing the Type of Company
Foreign investors can find a large variety of companies that can be established in Peru. There are many kinds of limited liability companies, i.e., shareholders are liable up to the money they have contributed to the company’s share capital. Among such companies, we find: the SRL (Sociedad Comercial de Reponsabilidad Limitada– Limited Liability Commercial Company that may be compared with a limited liability company) and the Sociedad Anónima – Corporation.
It may be stated that there are 3 kinds of Sociedad Anónima in Peru which are the following: Sociedad Anónima Ordinaria – Standard Corporation. This Sociedad Anónima Ordinaria must have up to 750 shareholders and its corporate name must be followed by the abbreviation “S.A.” There is also the Sociedad Anónima Abierta which must have more than 750 shareholders. This kind of structure is normally used by big corporations with a lot of shareholders. Its corporate name must be followed by the abbreviation “S.A.A”. Finally, there is the Sociedad Anónima Cerrada – Closed Corporation which must have no more than 20 shareholders. Its name must be followed by the abbreviation “S.A.C.” This is a very popular company since its organization may be very flexible. For instance there is no need for a board of directors.
In addition, it must be said that there is no a minimum share capital required in Peru. However, there is a particular migratory status, i.e., foreign investor that requires a minimum share capital of USD 30,000 in order to apply for a visa.
Foreigners who hold a tourist visa must obtain a special permission to sign contracts before signing any document unless they have obtained a business visa. The granting of such a permit is very fast, it only takes few minutes at MIGRACIONES (Peruvian entity in charge of Immigration and Naturalization).
If the foreigner lives abroad, it is possible to set up the company through a power of attorney granted at the Peruvian Consulate or at a Notary of his country to a lawyer or any other third party. Such power of attorney must be registered with the Registros Publicos (Peruvian Public Register). At this stage, it is important to note that even though tourists with a special permission are entitled to set up a company, they cannot assume any managerial function before the tax authority without having a carné de extranjería (foreign resident card).
Moreover, there is a special visa for those who want to set up a company and stay in Peru. Such visa is called visa de inversionista (investor visa). As it has been previously said, the investor must pay up a share capital of US$ 30,000. In addition he or she must submit a business plan before MIGRACIONES. In this document, the investor must promise that the company will hire 5 employees within the 2 next years.
In addition, under certain circumstances the investor who wants to set up a company in Peru could get a visa as a foreign worker.
These are the main legal formalities to be carried out when setting up a company in Peru:
- Obtaining a permission to sign contracts before MIGRACIONES.
- Or, granting a power of attorney to somebody to set up the company before the Peruvian Consulate at the country of residence of the grantor and then legalizing the signature of the Consulate at the Peruvian Ministry of Foreign Affairs or before a foreign Notary. In such a case, the document from the foreign Notary must hold the apostille.
- Signing the by-laws prepared and signed by a Peruvian lawyer.
- Opening a banking account in Peru in the name of the company to be created, and depositing the share capital.
- Signing the by-laws before a Notary.
- Signing an affidavit by the directors of the company accepting such position.
- Registering the company with the Registros Publicos (public registry).
- Registering the company with the local tax authority – SUNAT in order to obtain a fiscal number – RUC.
- Obtaining the municipal authorization to open the business – a licencia de funcionamiento.
Do not forget that each company has its own and particular life, so it is very important that the by-laws are well adapted to the shareholder and the activity of your business.