BUSINESS CENTER

Investment Vehicles in Peru



Choice of entity
The corporation (S.A.) or the establishment of branches, are the most commonly used entity by foreign investors.

Requirements
There are no specific rules establishing percentages for foreign investment participation. Except for banks, financial entities and certain other controlled companies, no minimum capital requirement is established.

Founders’ requirements
There is no minimum number of Peruvian shareholders required. There is no general requirement stating that directors must be Peruvian residents or nationals.

Repatriation of funds
Repatriation of funds is fully allowed.

Forms of business enterprise
Primarily, the General Companies Law (Ley General de Sociedades—LGS) and a number of other laws, decrees and regulations govern commercial and industrial activities. The General Companies Law regulates the incorporation and conduct of business entities in general. However, special laws affect to varying degrees the conduct of industrial, mining, telecommunications, banking and insurance activities; and companies operating under special conditions.

The main types of commercial entities and collaboration agreements recognized in the General Companies Law are as follows:
  1. Sociedad Anonima (S.A.) — Corporation:
    1. Corporation (S.A.):
      The corporation is the most common business vehicle, which constitutes the grounds for the other forms of S.A. Contributions to the share capital are represented by shares. Liability is limited to the amount of the contribution;

    2. Closed corporation (Sociedad Anonima Cerrada—S.A.C.):
      No more than twenty shareholders are allowed, its shares may not be registered with the stock exchange, and the transfer of shares may be subject to restrictions and the Board is not mandatory;

    3. Open corporation (Sociedad Anonima Abierta—S.A.A.):
      One or more of the following requirements must be met: (i) A primary public offering of shares or convertible bonds has been carried out; (ii) It must be conformed by more than 750 shareholders; (iii) Over 35 percent of the share capital belongs to 175 or more shareholders; (iv) The corporation is incorporated as an open corporation; and (v) All shareholders with voting rights unanimously agree to abide by this regime.

      All its shares must be registered with the Stock Exchange and the corporation is subject to the supervision of the Superintendency of the Peruvian Stock Market (Superintendencia del Mercado de Valores — SMV).

  2. Sociedad Comercial de Responsabilidad Limitada (S.R.L.):
    Similar to the closed corporation (see above). No more than twenty partners are allowed. All partners or quotaholders have limited liability, and their capital is divided into quotas, for which no documents or titles are issued.

  3. Sucursal—Branch:
    Permanent establishment of a local or foreign company outside its domicile, dedicated to one or some of the activities which constitute the corporate purpose of the company. The branch does not have legal independence or legal status. However, it is considered independent from the foreign parent company for tax purposes.

  4. Asociacion en Participacion y Contrato de Consorcio:
    Unincorporated joint ventures and collaboration agreements with specific characteristics.

Government supervision
Government supervision is limited, in general, to the following:
  1. Analysis of accounting records in connection with taxes imposed by the Tax Administration - SUNAT.

  2. Supervision of insurance, financial and banking operations, as well as examination of financial statements of the companies under the control of the Superintendencia de Banca y Seguros y AFPs—SBS and the Superintendencia del Mercado de Valores — SMV.

  3. Supervision and inspection of establishments where certain goods, such as drugs or chemicals, are produced.
CONTACT
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