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Company incorporation Peru for owners abroad

Company Incorporation Guide

Company incorporation Peru for owners abroad

Applicable country/region: PE - Peru

Published: Updated:
  • Written by our advisory team
  • Peru rules and requirements
  • Checked against official sources

Guide overview

From the notary's deed to the first filings

For company incorporation, Peru's limited liability company (S.R.L.) and closely held corporation (S.A.C.) both begin with a public deed (escritura pública). The founders, individuals or companies, Peruvian or foreign, sign it before a Peruvian notary, in person or through a representative. It carries the pacto social and bylaws (estatuto). The notary files it with the Registro de Personas Jurídicas of the Superintendencia Nacional de los Registros Públicos (SUNARP). The company is a legal person from registration. The choices, in order: the type of company, or a branch; how papers from abroad are apostilled and translated, and whom they identify; which local conditions are law or practice. Next come the tax registration and regime, then the license, bank and annual return.

Company incorporation Peru: S.R.L., S.A.C. or a branch

COMPANY TYPES

Company incorporation Peru: S.R.L., S.A.C. or a branch

How ownership moves decides which form fits a business. A Sociedad Comercial de Responsabilidad Limitada (S.R.L.) holds capital in participaciones, never shares. Transfers need a public deed registered with SUNARP, subject to the partners' preference right on outside sales. Managers (gerentes) run the S.R.L. without a board of directors. A Sociedad Anónima Cerrada (S.A.C.), a closely held corporation, enters shareholders' transfers in a share register. It may run without a board. Its shares can never enter the public securities register. The General Companies Law caps both at twenty members and puts the form in the name. Decreto Legislativo 662 lets foreign investors own either outright, sector rules aside. A foreign company may open a branch (sucursal), without separate legal personality.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Peru SRL Basic Information

Ownership:
Private Ownership
Limited Liability:
Positive
Publicly Participates In Capital Market:
Negative

Peru SRL Shareholder / Director / Secretary Requirements

Requirements For Shareholders:
Minimum two shareholder
Requirements For Directors:
Minimum one director
Legal Representative Not Mandatory:
Negative
Local Directors Not Mandatory:
Negative
Local Secretaries Not Mandatory:
Positive

Peru SRL Registered Capital Requirement

Minimum Registered Capital Requirement:
No minimum
Capital Injection Not Required:
Negative
Capital Injection Requirement:
At formation, each participation is at least 25% paid in; cash contributions are deposited in the company's name with a bank or financial entity of the Peruvian financial system, and the bank's proof of deposit is inserted in the public deed.

REQUIRED DOCUMENTS

Signing from abroad, and whose identity the file must prove

A founder abroad need not travel. A power of attorney granted at a Peruvian consulate or before a foreign notary lets a representative sign the deed. Peru has applied the Hague Apostille Convention since 30 September 2010. A public document from another member state needs only its apostille. Documents from non-member states still need consular legalization. Papers in other languages need a Spanish translation. Both steps come before signing. A shareholder that is itself a legal entity widens the file. SUNARP wants proof of its existence and its signatory's authority. As anti-money-laundering reporting subjects, notaries identify the parties. The new Peruvian company later declares its beneficial owners (beneficiario final), traced through that entity's shareholders to individuals.
Signing from abroad, and whose identity the file must prove

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Legal Entity Shareholders's Required Documents

Company Bylaw:
Articles of association of the holding company.
Process: ApostilleFormat: Scan Copy
Power of Attorney:
Power of Attorney (document provided by our company); English notarization, as well as Apostille by the Chinese Foreign Ministry.
Process: ApostilleFormat: Scan Copy
Proof Of Registration / Business License:
The business license of the holding company requires English notarization, and Apostille.
Process: ApostilleFormat: Scan Copy
Other Documents:
Certificate of incumbency(document provided by our company);English notarization, and Apostille.
Process: ApostilleFormat: Scan Copy
Passport:
The legal person of the holding company as well as the scanned copy of the first page of the passport of shareholders holding more than 25% of the shares; English notarization, and Apostille.
Process: ApostilleFormat: Scan Copy

Natural Person Shareholders & Directors's Required Documents

Passport:
Shareholder and director's passport front page scan; English notarization, and Apostille.
Process: ApostilleFormat: Scan Copy
Power of Attorney:
Power of Attorney (document provided by our company). Requires English notarization, and Apostille.
Process: ApostilleFormat: Scan Copy
What the law requires here and what practice adds

REQUIREMENTS AND ESTIMATED COST

What the law requires here and what practice adds

A domicile in Peru is required by law. The bylaws name one, and the tax authority records a fiscal address (domicilio fiscal) there. Proof is a filing step: registering for tax in person takes any original document showing it. The General Companies Law sets no nationality or residency condition for managers or directors. Only a branch must keep a permanent legal representative in Peru. A resident helps in practice. The tax password (Clave SOL) and the municipal license form are built around a DNI or carné de extranjería, Peruvian identity papers. One-off costs are the notary's fee, SUNARP's registration fees (derechos registrales) and a name reservation. Recurring costs cover the address, a local representative, bookkeeping and monthly returns.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:
USD 2,725

Requirements

Nominee Director: Peruvian resident director needed

In practice, at least one director needs to be a Peruvian resident. If no Peruvian resident serves as a director, you can choose the Nominee Director service provided by TKEG Expat™ (DE).
Included: No · Solution availableEstimated Cost: USD 9,825
Registered Address: Need a business address in Peru

To register a company in Peru, a business address is required. If you do not have a business address in Peru, you can choose the Registered Address service provided by TKEG Expat™ (DE).
Included: No · Solution availableEstimated Cost: USD 3,475

Estimated Cost

Estimated Cost:
USD 2,725 – 16,025
Check Eligibility And Calculate Price

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TAX

What the tax registration switches on

Tax registration puts the company in the Registro Único de Contribuyentes (RUC) of the tax authority SUNAT (Superintendencia Nacional de Aduanas y de Administración Tributaria), under an 11-digit number. When the notary files through SUNARP's online system, SID-SUNARP, the entry carries an inactive RUC. The legal representative activates it with the Clave SOL and picks an income tax regime: Régimen General, Régimen MYPE Tributario or Régimen Especial de Renta. The general sales tax (IGV) includes the municipal promotion tax (IPM). Each monthly return covers the IGV and the income tax advance (pago a cuenta). The first, filed on time even without sales, secures the regime, which sets the rate scale, advance and books. Electronic payment vouchers apply from registration day.
What the tax registration switches on

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

Corporate Income Tax (CIT)

General CIT Rate:
29.5
CIT Return Due Date:
The first week of April.
CIT Payment Due Date:
The first week of April.
CIT Estimated Payment Due Date:
12 monthly installments.

Withholding Tax (WHT)

Non-Resident Withholding Tax (Dividend/Interest/Royalty):
5/4.99 or 30/30

Value-Added Tax (VAT)

General VAT Rate:
18
Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:
Capital gains are constrained by the normal corporate income tax rate.

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:
29.17%
Composite Effective Marginal Tax Rate:
38.68%

Conclusion

Life after registration and the first thing to check

After you set up a company in Peru, trading from premises needs a municipal operating license (licencia de funcionamiento) before the establishment opens. The district municipality grants it under the operating license law (Ley 28976). For low or medium risk, the building-safety inspection (ITSE) follows the license. For high or very high risk, it comes first. The corporate bank account comes earlier. For a cash capital contribution, the bank relationship begins before the deed, which includes the bank's proof of deposit. A business in Peru under the Régimen General or the Régimen MYPE Tributario also files an annual income tax return (declaración jurada anual) with SUNAT. Before signing a lease, ask the municipality which risk level the premises fall under.

About Peru
Jurisdiction Overview

About Peru

Peru is one of Latin America’s fastest-growing economies with rich mineral resources, a diversified export base, free trade agreements with major global markets, and growing tech and agribusiness sectors.

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