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Investors in Perú |
since 1987
Doing Business in Peru
Our Law Firm has extensive experience in advising
companies and knowledge of "The General Law of Corporations of
On this page you will find useful information about legal matter of Companies and investment in Peru. We invite you to use our services.
LAW FIRM Araujo-Alvarez Abogados
If you have a legal problem, call us at (00+51+1) 222-5218, explain your case and we will
tell you if we can resolve it. We will be happy to assist you. We are located in San
Isidro and Miraflores.
If You are looking to set up a
company in
Los Sauces 315-702 San Isidro Lima Peru
Enrique del Horme Miraflores.
araujoalvarez@speedy.com.pe
estudioaraujoalvarez@gmail.com
- Steps to be followed for the formation, constitution or building
a company in Perú
- Foreign investment in Peru
- Regulation and compliance consular formalities of public and
private documents made outside of
Perú.
- How to set a company in Peru
- Perú overview Peru - General information.
- Tips for doing business in Peru.
******************
QUESTIONS THAT INVESTORS DO 1.-Labor - Labor Obligations. - Special industry labor obligations (Oil-Fisheries-Construction etc). - If staff must organize and see if options unions. There are collective agreements? - Benefits granted by the labor agreements for workers in the sector. - Compulsory Labor Day - Overtime costs. - Holidays by law or industry agreements. - Labor costs, wages. Service charges and taxes.
2.- Foreign-Migration
- Necessary work visas for foreign staff
- Limitations on foreign worker recruitment.
3. Company Set Up.
- Appropriate corporate form
- Number of Partners.
- Foreign partners require a business visa?
- If the manager is a foreigner?
- Costs of Setting up a company according to the sector.
- There is an obligation of Foreign Investment Registration?
- Requirements and Special Permits for my business sector?
- Guarantees for Foreign Investment
4.-Tax - Tax System in Peru - Income Tax; Rate (sector) - IGV tax billing (Sector) - Local Municipal Tax - Royalties Applicable. - Labor taxes: What pays the employee and paid by the employer? ******************
STEPS TO BE FOLLOWED FOR THE FORMATION,
CONSTITUTION OR BUILDING A COMPANY IN PERU
To constitute a company in Peru should consider the following:
Established legal procedures
1.-Define the type of Company, for which we can consider a SAC Closed Stock Company
1.1 Requires two partners.
1.2 Appoint a manager, if not Peruvian, alien card is required. We can
introduce a person to act as Manager.
1.3 Compose the text of the object of the company.
1.4 Have a domicile somewhere in Peru in order to enroll in the Tax Registry Ruc and
Sunat.
1.5 Obtaining permits where appropriate as, Oil, Mining, Health, etc..
Should also be noted that foreign individuals who participate as
shareholders in the formation of the company must have business visa issued by the
Peruvian Consulate.
Foreigners entered in Peru with tourist visa can build businesses (shareholder), sign
contracts, for which they should put a stamp on the passport by Immigration. It does not
apply to appear as a Manager. If thinks get in Peru and Residence of Aliens (not
Peruvians) Passport seal should not apply or do. In Case of Investor Visa, will require an
investment of U.S. 25,000.
Purchase a newly formed company.
Business or company set up procedures in Peru
First
step: choosing the type of company;
Second
step: preparation of the "Minuta de Constitucion", the company's social contract
containing the following information: identification of the partners, articles,
description of the directors' posts. The "Minuta" must be signed by a lawyer.
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
Third
step: Opening a banking account in
Fourth
step: registering the company with the "Superintendencia nacional de los Registros
publicos".
Fifth
step: Registering the company with the local tax authority – SUNAT in order to obtain
a fiscal number – RUC.
Sixth
step: opening and legalizing accounting ledgers, obtaining an authorization for the
"Libro de Planillas" from the Ministry of Labor, obtaining a municipal operating
license.
Seventh
step: registering the company with the direct foreign investment register. The competent
organization All foreign capital companies must be registered with the National Commission
for Investment and Foreign Technologies.
Requests
for specific authorizations
Foreign
capital can be invested in all sectors of economic activity without prior authorization,
with the exception of a few sectors, such as Oil, Mining, or implantations in border
zones
Peruvian General Corporation Law 28739
***********************************************
FOREIGN INVESTMENT IN PERU
The Peru promotes domestic and foreign private investment
through the granting of a series of guarantees, freedoms and rights, both for investors
and their investments.
Foreign investment is made in the country does not require prior authorization. Once done,
it must be registered with the competent national agency.
Foreign private investment is made in freely convertible currency, must be channeled
through the National Financial System. Profits can be repatriated by foreign private
investors without limitation, fulfilling the legal formalities. (Source: Proinversión).
Must register foreign investment?
Yes, foreign investment must register with the competent national agency to have the right
to remit abroad in freely convertible currency all of its capital generated from the
investments registered and the total amount of dividends and net profits Audited generated
from their investments properly recorded. Article 20 of Legislative Decree No. 662.
Article 71 .- Property of Foreigners (State Constitution) As for the property, foreigners,
whether individuals or
corporations, enjoy the same status as Peruvians without, but can not can claim exemption
or diplomatic protection.
However, within fifty miles of borders of the country,
Foreigners can not acquire or possess for any reason mines, land,
forests, water, fuel or energy sources, directly or
indirectly, individually or in partnership, under penalty of forfeiture
to the State, the right thus acquired. Excepted are cases of
public need expressly declared by supreme decree approved by the
Council of Ministers according to law.
***********************************************
Regulation and compliance consular formalities of public and private documents made outside of Perú.
Consular Regulation published in El Peruano newspaper on 30 October 2005, in art. 508
determines the validity of the documents made abroad to have legal validity in Peru,
stating that the public and private documents made abroad must be legalized by the
Peruvian consular officers, whose signatures must be authenticated by the area later
Legalization of the Ministry of Foreign Affairs in Peru.
Art. 505 establishes the obligation of consular officers to issue the certificate required
by the Companies Act for the registration of legal persons established companies that
require or establish branches in Peru, which are incorporated and licensed under the laws
of the state concerned. This certification is issued on the basis of the report formally
requested the authority of the State of origin. For manifest impossibility of that
authority will be required to the Chamber of Commerce of that place, to a lawyer or a
notary of recognized professional competence and moral to issue a report.
***********************************************
Doing Business in Perú
How
to set up a company in
1. Corporation
Corporation confers
its partners liability upon their participation. Equity stock is represented by shares and
its partners have shareholders status.
Corporations
have the following main characteristics.
a. Business Name
Corporations may
adopt any name; nevertheless, they must include the terms Sociedad Anónima (Corporation)
or the main letters
In case of
special corporations due to their shareholding structure, social equity and number of
shareholders, it shall be included the main letters “S.A.C.” for closed
Corporation or “S.A.A.” for open Corporation.
b. Capital
Capital stock is
represented by registered stocks and formed by shareholders’ contributions, who do
not support, by themselves, the corporation debts.
Incorporation
requires that capital stock be fully underwritten, and each underwritten stock paid up, at
least in 25%. There is no minimum capital amount.
c. Shareholders
Shareholders must be
at least two individuals or juridical persons, residents or nonresidents. The maximum
number is unlimited, except in the case of S.A.C., when the maximum number of shareholders
is twenty.
d. Incorporation
There are two types
of incorporation: By one action (Direct Creation) or by successive creation (Offer to
Thirds). In both cases, a Notary is required. Also in both cases, the company’s
founder shareholders shall supply the Notary with the documents necessary to start the
incorporation
d.1. Direct Creation
The capital stock
must be deposited in an account opened with a Peruvian Financial Institution. Once the
money has been deposited, shareholders will draw up the Incorporation Papers, which must
be duly countersigned by an attorney; and then submit them to the Notary, who will make a
Public Deed for the registration thereof with the Registry of Corporate Bodies of the
Registry Zone of the National Superintendency of Public Registry, corresponding to the
place where it is incorporated.
d.2. Offer to Thirds
Founder shareholders
shall draw up an incorporation program, which will be submitted to the notary, for the
authentication of their signatures. Once the signatures have been certified, the program
must be deposited in the Registry of Corporate Bodies of the Registry Zone of the National
Superintendency of Public Registry, corresponding to the place where it is incorporated to
be further published in order to find potential subscribers. The meeting of subscribers
must be held at the place and time agreed in the program, otherwise, at the place and time
fixed by the convocation made by the founders. Within thirty days following the meeting,
the appointed person or persons shall provide for the company’s Incorporation Public
Deed, which shall be registered with the Registry of Corporate Bodies of the National
Superintendency of Public Registry, corresponding to the place where the company is
addressed
e. Corporation’s Term
Unless otherwise
specified in the articles of association, corporation term is unlimited
f. Contributions
These can be made in
national and/or foreign currency; or, in physical or tangible goods. It is also allowed
intangible technological contributions, which may adopt the form of physical goods,
technical papers and instructions, in order to be appraised. Non money contribution shall
be duly evaluated.
g. Company’s Bodies
g.1. General Meeting
of Shareholders
Is the meeting duly called to decide on inherent
matters thereof This body decides by majority, taking into consideration the proportion to
the total capital equity. This is the maximum body of the company.
g.2. Board of Directors
It is elected by
General Meeting of Shareholders. This appointment must be registered with the Registry of
Corporate Bodies of the National Superintendency of Public Registry of the place where the
company is domiciled.
To become a
Director, it is not necessary to be shareholder, unless the by laws specify so. There is
no residence or nationality requirement.
The number of
directors shall be fixed by the by laws, or, otherwise, by the General Meeting. The number
of directors shall not be under three.
The Board of
Directors is empowered with legal and management representation, necessary for the
administration of the company, within its purpose.
The Board of
Directors is obliged to elaborate the annual report, financial statement and proposal of
allocation of profits, if any. The aforementioned documents shall establish, in a clear
and exactly way, the economic and financial status of the partnership, gained profits or
suffered losses and state of its business.
g.3. Management
The manager is
appointed by the Board of Directors, except the bylaws empower the General Meeting
therefore.
More than one
manager may exist, if the by laws or General Meeting establish so The term of post is
unlimited, except the by laws establish otherwise or the appointment has been made for
specific term.
Manager’s
duties are set forth in the by laws, or at the time of the appointment; otherwise, it is
assumed that the manager is empowered to perform acts and execute contracts inherent to
the corporate business.
h. Profits
Dividends on shares
can be paid only from gained profits or free availability reserves, provided that the
patrimony is not under the past capital stock.
Dividends
allocation between the shareholders will be made in proportion to the amounts paid and the
time of integration to the capital stock.
2. Limited Liability Company
In this kind of
company, capital is divided in equal parts, which are not stock, nor can they be included
in securities.
There may not
be more than twenty (20) partners and they are not personally liable for the
company’s obligations.
Limited
Liability Companies (LTD) have a name, but may also use an abbreviated name to which
"Limited Liability Company" or its abbreviation ("LTD") must be added.
Corporate
capital is made up by the partners’ contributions, called “shares” and must
be fully subscribed, i.e. for the total number of shares. Each partner’s contribution
will be recorded in the Partnership Contract and shall be paid in at least 25 percent. To
incorporate the company, a minimum corporate capital amount is not required.
Company management is
trusted to one or more managers, be they partners or not, who represent it. Company organs
or parts make up the General Shareholders Meeting and Management.
3. Branches
Foreign companies may
freely set up branches in
A branch is not
considered to be a separate legal entity. It is empowered with permanent legal
representation and managed by autonomous representatives appointed by the parent company
and according to the powers granted.
Registered deed
shall include at least:
Certificate in force of the parent company in its
origin country along with the proof that neither its partnership agreement nor its
articles of association impede it to establish branches abroad;
Copy of the
partnership agreement and articles of association or equivalent documents in the origin
country.
Agreement for the
establishment of a branch in Peru, taken by the competent social body of the partnership
indicating: capital assigned for its activities in the country; statement that those
activities are included in its business line; domicile of the branch; appointment of at
least one permanent legal representative in the country; powers conferred and submission
to Peruvian laws to assume obligations of the branch in Peru.
The legal
representative appointed in
4. Associative Contracts
Associative contracts
create and regulate participation and integration in business or determined companies, in
common interest of participants. This type of contract does not generate corporate body;
it shall be written and is not subject to registration.
There are three
types of associative contracts: Contract of partnership, consortium and joint venture.
Resources
destined to the aforementioned contracts shall be considered as Direct Foreign Investment,
provided those resources grant foreign investors participation in the installed capacity,
not involving necessarily capital contribution. Besides, these contracts shall correspond
to contractual commercial transactions through which foreign investor provides goods or
services to the receiving enterprise in exchange of participation in the volume of the
physical production, in the aggregate amount or in the net profits of the enterprise which
receives the investment.
5. Requirements by type of activity
In some cases,
according to the activity, some special requirements are to be fulfilled. The following
are some of them:
a. Industrial
Activity
Manufacturing of guns, ammunition or explosives;
manufacture of military or police garment; and elaboration of chemicals and chemical
inputs supervised by special rules.
Start of these
activities shall require, prior registration with the RUC, verification and express
authorization from the Ministry of Production – PRODUCE, after the pertaining
formalities before the Ministry of Interior and Ministry of Defense, as the case may be.
b. Commercial and
Service Activities
Commercialization of
chemicals and chemical inputs supervised by special mechanisms. Start of operations for
said companies. Shall require the same procedure than the aforementioned in the last
paragraph of item c), numeral 1, prior registration with the RUC.
Commercialization of
pesticides, pharmaceutical and biological products for veterinary use, animal foods. Start
of these activities shall require, prior registration with the RUC, express authorization
from the Servicio Nacional de Sanidad Agraria SENASA (National Service of Agrarian
Health).
Commercialization of
flora and fauna supervised by special mechanisms and Convention on International Trade of
Menaced Species of Wild Flora and Fauna. Said companies shall start activities prior
corresponding authorization from the Ministry of Agriculture.
Surveillance and
security services. Start of activities for said companies shall require, prior
registration with RUC, the corresponding authorization from the Ministry of Interior.
Fumigation services of agro-farming nature. Start of activities for said companies shall require, prior registration with RUC, the corresponding authorization
c. Tourist Activities
Travel and tourism agencies: To operate as “Authorized Travel and Tourism Agency” shall submit the National Tourism Bureau or the competent Regional Entity, the following: application with the company’s general information; copy of the RUC; copy the Operation License; and, format provided by the National Tourism Bureau or the competent Regional Entity,
Lodging houses
requiring class and category under legislation in force, shall apply for the
classification and categorization before the National Bureau of Tourism, prior
registration with RUC, under Supreme Decree 029-2004-MINCETUR. They must also have the
Municipal Operation License.
Casinos shall fulfill
the requirements established in the respective law and regulating and complementary norms.
Slot machines establishments shall fulfill the requirements fixed in the “Regulation on Use of Casino and Slot Machines,
Restaurants requiring
category from 1 to 5 forks and/or tourist status, shall apply for the categorization
before the National Bureau of Tourism, prior registration with RUC. They must also have
the Muncipal Operation License.
Lodging services.
Start of activities shall apply for, prior registration of RUC, its authorization before
the competent Entity.
Tourist canoeing.
Start of activities shall obtain express qualification from the Regional Institution
involved in rendering of services,
d. Inter-provinces and International Transport
Service
To start transport
activities of regular passengers transport, tourist transport of passengers and cargo
transport, these companies shall apply for the Concession of Route, Operation Permit or
Census Proof, as the case may be, before the General Bureau of Land Traffic of the
Ministry of Transport and Communications.
e. Agribusiness
Activities
Processing of wild
flora and fauna. Said companies shall apply for the corresponding authorization from the
Ministry of Agriculture, prior registration with the RUC, before starting operations
Slaughtering and sell
of cattle and poultry. Said companies shall apply for the sanitary authorization,
prior registration with the RUC, before starting operations.
Production of vegetal origin pesticides. Said companies shall apply for the sanitary authorization, prior registration with the RUC, before starting operations.
Private Investment
Promotion Agency
Doing Business in Perú
Perú overview Peru - General information.
Official Name:
Republica del Peru
Population: 28.6 million (2008
Capital:
Currency: Nuevo Sol
Exchange Rate: 3.00 Nuevos Soles per US$ 1 (FY09)
Official Languages: Spanish and Quechua
Religions: Roman Catholic (81%)
GDP per capita
(PPP): $7,600 (2007 est.)
GDP per capita:
3,810 (2,007 est.)
GDP (Purchasing Power Parity): $217.5 billion (2007 est.)
GDP (Official exchange rate) 101.5 billion (2007 est.)
Purchasing Power Parity: $186.6 billion (2007 est.)
Electricity: 220 volts / 60 Hz
Telephone Country Code: 51 -
Telephone Area Codes:
GOVERNMENT
Head of State and Government: President Alan Garcia (July 2006 - July 2011)
Legislative Branch: Congress (120 members; elected by popular vote for a five-year term)
Political Division: 25 Regions
ECONOMY
Estimated 4.12
billion dollars in US imports (2007 est.)
Total Peruvian Imports: US$ 18.75 billion (2007 est.)
Main Agricultural
Products: Crops-potatoes, quinoa, corn (maiz), wheat, barley, alfalfa, bananas, sugarcane,
cotton, rice, coca. Livestock and fish – sheep, cattle, pigs, tuna, swordfish,
shrimps. Also, there are important agribusiness crops such as: asparagus, artichokes,
paprika, mango, avocado, piquillo pepper, and citrus fruits.
Main Mined Products: Copper, lead, zinc, silver, iron, antimony, manganese, coal,
phosphorus.
Main Manufactured Products: Steel, paints, plastics, pharmaceuticals, fertilizers,
automobiles, trucks, buses.
Main Exports: Copper, silver, iron, lead, zinc, cotton, sugar, coffee, woolen products,
fish and fish products.
Main Imports: Industrial chemicals, mining equipment, plastic materials and resins, trucks
and buses, auto parts, electronic equipment, processed foods, wines and liquors,
machinery, grains, meats, textiles.
Market Entry
Strategy
http://www.doingbusiness.org/Documents/CountryProfiles/PER.pdf
South
America, between parallels 0 2 and 18 21'34'' of S latitude and meridian 68 37'7'' and the
81 20'13'' of longitude. With a total area of
Peru
is a country that features practically all of the planet's climates, with remarkable
natural, mining, and power resources.
Due in
part to these natural advantages,
The
leading exporter of asparagus and paprika in the world;
The
leading producer of fish meal and oil;
The
leading producer of Alpaca and Vicuña fibers;
The
leading producer of silver world-wide,
An
up-and-coming net hydrocarbon exporter.
And in
Latin America,
The
leading producer of gold, zinc, tin and lead;
Second
in copper, in addition to a leader in other metals;
Third
largest country in
Second
largest in area of natural forests.
One of
the leading textile exporters (with articles of high value),
it has great diversification in its exports,
It has larger biological richness and variety.
Tips
for Doing Business in
Fuente Emb
In
1. Make certain
your project is economically viable. The profitability of a project or the sale
of goods and services in
2. Do a thorough
risk analysis. Be realistic about how much risk you are willing to accept in your
business venture. Make sure you use reliable sources for this assessment. Use more than
news media sources or your immediate partners to evaluate the market. Do not have a
corporate risk analysis policy for
3. Know your
partner. Do your "due diligence," and do it well. Be sure that your
potential representative has the authority to make a decision. Establish ground rules at
the outset of negotiations, including keeping minutes. Make certain your partner is able
and willing to do all they say they will do in the contract. If the project is not a
“win-win” proposition you can expect that enforcement of your contract will be
difficult – regardless of your legal rights. If you have to go to court to enforce
your contract, it is already too late. Is it in their interest to assist you to protect
your brand and/or other intellectual property rights? Be careful that your partner is
allowed by law to fulfill the promises in the contract. Check the reliability of the data
on your partner or customer from independent sources. Avoid being "stovepiped" -
talking only to those people to whom your partner or buyer directs you. You can lose a lot
of money if you are represented with the wrong partner.
4. Have clear
contract terms.
5. Know the
rules; beware of offers to bend them in your favor. Be prepared to obey all Peruvian
laws and regulations. Make sure your managers (or agents and distributors) know all
relevant American laws (such as the U.S. Foreign Corrupt Practices Act-FCPA) are
applicable to them.
6. Watch Your
Intellectual Property Rights,
It has been said that, in
7. Mind the
store. Projects and sales in
8. Prepare a
Corporate Social Responsibility (CSR) Strategy. This is not a new concept for Peruvian
businesses, as the mining companies have been active in their respective communities for
years. However, having a definite CSR plan is becoming increasingly important as a key
market entry strategy for
This information has been created solely to inform and educate the public. It should not be considered as legal opinions. You are advised to consult a lawyer before taking any action based on information found on this website.
If you need a lawyer or law firm in Peru, to incorporate a Company/Corporation, establish
a branch or have a legal problem, call us at 511- 222-5218, Mobil 986702999 explain
your case and we will tell you if we can resolve it. We will be happy to assist you.
estudioaraujoalvarez@gmail.com