1.
Firstly,
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.
2. Then,
it must be decided the kind of Corporation that would be the most
convenient to establish. Therefore, it has been detailed here below
the main differences between a publicly-held corporation ("sociedad
anónima abierta") and a closely held corporation ("sociedad
anónima cerrada").
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Publicly-held corporation ("Sociedad anónima abierta"):
It does not have a limit of shareholders, but it is compulsory
a Board of Directors and a Management. This provides a better supervision
inside the Corporation.
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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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.
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").
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Our 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.
*
Time of Prosecution: thirty (30) days approximately
(if all required documents are available).
Very
Important: Please note that whatever be the kind of corporation,
namely, publicly-held corporation ("sociedad anónima
abierta") or closely held corporation ("sociedad anónima
cerrada"), this can be incorporated by a 100% of foreign shareholders.
The most important and essential is that the legal representative
be a Peruvian, or at all events, a foreigner domiciled in Peru.
