ESTUDIO DELION

CORPORATE LAW IN PERU

Establishment of Corporations in Peru

ESTABLISHMENT OF CORPORATIONS IN PERU

First, in order to establish a corporation in Peru, it is advisable to carry out a previous search before the Public Register of Companies. It is very fit to point out that the Public Register of Companies and the National Institute of Defense of the Competition and Protection of the Intellectual Property- INDECOPI are independent government entities, which are not interconnected.

Then, it must be decided the business company line, that is the corporation’s purposes, which must be indicated in a very clear way. Likewise, the aforesaid purpose has to be activities that can be carry out by a corporation, being them lawful.

After that, it must be decided the kind of Corporation that would be the most convenient to establish. Regarding these matter, we usually recommend to our clients establish a Held Company, due to the fact that they are capital corporations.

Services:

  • In order to our Law Firm can carry out the corresponding prosecutions, it is required a special Power of Attorney , which we will send you to your request.
  • The main prosecutions are the Execution of the Public Deed of Incorporation before a Notary Public and the registration of the Articles of Incorporation at the Public Register of Lima, to this purpose the Deed of incorporation must be prepared by a Law Office or a lawyer representing the corporation.
  • Regarding the execution of the Public Deed, this can be prepared by our Law Firm.

 

Held corporation ("Sociedad anónima ordinaria"):

it is also called “Ordinary Held Company”, being the most common and also the most used corporation. It could be voluntary established, however in some cases it is established by order of the law, as the cases of the banks. It does not have any limit of shareholders. In addition, it must necessarily have bodies like: the General Meeting of Shareholders, the Board and Management. These promote a better control inside the held company. Finally, it can be registered in the Public Securities Market.

Requirements :

Shareholders´ Identification Data (In case the shareholders are foreigners visiting our country, it is required their foreign identity cards or on the contrary, identification data of the Attorney representing them indicating the powers granted upon him or her).

Line of Company Business : It must be detailed the corporation's purposes.

Type of Contribution (capital assigned) : It can be in cash or in personal property. Also, it must be defined the way of distribution of the capital among the shareholders and the nominal value of the shares.

The identification data of the first directors (3 members, as minimum) , stating which of them will be the chairman of the board and the identification data of the general manager or the managers, depending on whether the shareholders wish to have a single or several managers.

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Publicly-held corporation ("Sociedad anónima abierta") :

This corporation have some similarities with the ordinary held corporation, like has a general meeting of shareholders, the board of directors and management. However, it has been created for corporations of big capitals and a larger structure than the held corporation. Also, in order to consider the establishment of a Public-held corporation, it must be carried out a primary public offering of shares, or convertible bonds, or have more than 750 shareholders, etc.

It has to be registered in the Public Registry of Securities Market. Finally, this type of corporation is controlled by the Superintendent of Securities, formerly CONASEV.

Requirements :

  • Shareholders´ Identification Data (In case the shareholders are foreigners visiting our country, it is required their foreign identity cards or on the contrary, identification data of the Attorney representing them indicating the powers granted upon him or her).
  • Line of Company Business : It must be detailed the corporation's purposes.
  • Type of Contribution (capital assigned) : It can be in cash or in personal property. Also, it must be defined the way of distribution of the capital among the shareholders and the nominal value of the shares.
  • The identification data of the first directors (3 members, as minimum) , stating which of them will be the chairman of the board and the identification data of the general manager or the managers, depending on whether the shareholders wish to have a single or several managers.

Closely held corporation ("sociedad anónima cerrada") :

It must include twenty (20) shareholders , as maximum. It can be incorporated in such a way that the General Manager would be empowered will full powers in the name of the corporation. This would speed up the management of the enterprise, however it would provide a less supervision on it.

Therefore, the shareholders must appoint as a manager a person of their total trust. An only one way of controlling would be that the manager can be removed from his position at any time and without any explanation from the Board of Directors. Moreover, has not been registered before the Public Registry of Securities Market.

In case it is wished to incorporate a closely held corporation ("sociedad anónima cerrada") with a Board of Directors, it is only needed the identification data of the manager and/or managers.

Requirements :

Documents, prosecution, and terms are the same than the ones outlined above for the publicly-held corporation ("sociedad anónima abierta").