HOW TO SET UP A COMPANY IN PERU

Transcription

1 HOW TO SET UP A COMPANY IN PERU 1. Select a type of company The main legal forms of companies according to law are: corporation, limited liability companies, branch offices, joint venture, consortia, etc. Any proceedings may be carried out directly or through a representative. 1.1 Documents demonstrating the capacity of a Representative: Power of Attorney granted by the Legal Person abroad, granting powers of legal representation. The Power of Attorney must be legalized by the Ministry of Foreign Affairs of Peru. If the PoA is written in another language, it must be translated into Spanish If the representative is a foreign national, a business visa and/or Foreign Identity Card. 1.2 Comparison of corporations: MODALITY CORPORATE FORMS MODALITY LIMITED LIABILITY CORPORATION CLOSED CORPORATION CORPORATION CHARACTERISTICS From 2 to 20 associates 2 to 20 shareholders The shareholder who wants to transfer shares to another shareholder or a third party must inform the corporation and request its approval. No more than 2 shareholders No maximum number DESIGNATION Name followed by the words "SociedadComercial de ResponsabilidadLimitada" or the initials "S.R.L." Name followed by the words "SociedadAnónimaCerr ada" or the initials "S.A.C." Name followed by the words "SociedadAnónima" or the initials "S.A." BODIES - General Meeting of Associates - Managers - General Meeting of Shareholders. - Board of Directors (nomination optional) - Managers - General Meeting of Shareholders. - Board of Directors - Managers SHARE CAPITAL Capital is represented by stocks and every stock must be paid-in, at least in 25%. Contributions may be in domestic and/or foreign currencies, and in intangible technologic contributions. Capital is represented by shares and must be fully subscribed; every share must be paid-in, at least in 25%. Contributions may be in domestic and/or foreign currencies, and in intangible technologic contributions. Capital is represented by shares and must be fully subscribed; every share must be paid-in, at least in 25%. DURATION Indeterminate Determinate or Indeterminate Determinate or Indeterminate

2 Branch Offices Companies domiciled or not in Peru can freely establish branch offices in Peru, which shall be registered in the Register of Legal Entities of the SUNARP Register Zone of its location. A branch office does not have any legal status independently from its parent company. It has permanent legal representation and autonomous management in the field of the activities assigned to it by the parent company, in accordance with the powers granted to the branch representatives. The Public Deed of Incorporation of the Branch Office shall include, at least: Certificate of Good Standing of the parent company. Foreign incorporated companies shall submit, additionally, a certificate stating that they are not prevented from creating branch offices abroad; A copy of the articles of association, bylaws or equivalent instruments in the country of origin, if applicable; and, The document stating the agreement on the creation of the branch office, executed by the competent body of the parent company, that defines the capital assigned to the branch; a statement of the activities to be performed by the branch are included within the company's purpose of the parent company; the location of the branch; the appointment of a permanent legal representative in Peru; the powers granted to such representative; and its submission to the laws of Peru to be made accountable for the obligations that the branch office may undertake in the country. The legal representative of the branch company shall have enough powers to solve any issue related to the company's activities, to represent the company in the operations performed by the branch and the general legal representation powers required by law Partnership Agreements Partnership agreements create and govern the participation and integration of particular businesses and companies, in mutual interest of the parties. This type of agreement does not create a legal person; it shall be in written form and is not required to be recorded in the Registry. There are 3 forms of partnership agreements: Account Participation,

3 Consortium and Joint Venture. The resources destined to the agreements above will be considered as direct foreign investments, when the investor is granted a share of the capacity of production, without involving a capital contribution, for the commercial transactions of a contractual nature through which the foreign investor provides goods or services to the receiving company, or in consideration of a share of the physical output, of the global sales amount or of the net revenue of such receiving company. 2. Preparation of Minutes of Incorporation: The Minutes of Incorporation is the Incorporation Contract of a company. It must include detailed information on the company being incorporated (identification of Founding Partners, Company Purpose, Bylaws, description of the leadership positions). The Minutes must be signed by a lawyer. 3. Opening of a Current Account in the name of the Company, with a Local Bank Entity 4. Registration of the Company in the National Superintendence of Public Registries The minutes are forwarded to a Notary Public, who will convert them into a public deed and prepare the documents for the registration with the National Superintendence of Public Registries (SUNARP). Notary Public's Offices: Registration with SUNARP: Form provided by SUNARP Payment for Rights to Registration Documents provided by the Notary Public. 5. Registered Taxpayer status (RUC, or RegistroÚnicodelContribuyente, in Spanish): It is granted by the National Superintendence of Tax Administration (SUNAT), the highest tax authority in Peru Testimony of Company Incorporation, duly registered with SUNARP Water or electricity bill of the legal address, which becomes the address for

4 tax purposes RUC Registration Form, provided by SUNAT: Identity document of the legal representative Ownership Title in, or rental agreement of, the premises where the business activities will be performed. 6. Formalization of Statutory Books 6.1 Opening and Legislation on Statutory Books and Accounting Records A copy of the RUC Form Books or records to be legalized Payment for Rights to Registration Notary Public's Offices: Authorization of the Payroll Book granted by the Ministry of Labor and Promotion of Employment. Website of the Ministry of Labor and Promotion of Employment: Application for the authorization of Payroll Book or loose sheets, duly numbered A copy of the RUC Certificate Name or Legal Name of the Employer Name and Voter Registration Card Number of the Legal Representative Address of the workplace(s) Payment for application rights. 6.3 Municipal Operational License (granted by the applicable municipality) Link to the activities that require special authorizations:

5 Division of Licenses Operational License for commercial, industrial, service and professional service establishments. (Law N ) Application Certificate of Sectorization and Compatibility of Use a. Application - Form b. Map of the sector. c. Payment for application rights Positive opinion issued by the National Institute of Civil Defense: The Technical Safety inspection include a Certificate of Safety (POSITIVE REPORT) for premises used for: Commercial, industrial and other activities. a. Request addressed to the mayor. b. Certificate of Compliance granted by the Division of Land Registry and Municipal Authorizations (Cadastral Certificate under Law No ) Request addressed to the mayor. Extract of the property's ownership or a copy of the property title. Map with the location and surrounding areas, signed by a professional. Payment for rights to request. c. Payment for rights to request A copy of the RUC certificate A copy of the Identity Document of the interested party or Legal Representative, if applicable Ownership Title in, or rental agreement of, the premises where the business activities will be performed A copy of the Deed of Incorporation of the Legal Person, if applicable A copy of the authorization and/or certification of the corresponding sector, if applicable.

6 Payment for application rights. 7. Registration of Foreign Direct Investment: Leg. D. No. 662 establishes the obligation for registering foreign investments, but not a peremptory term. Link to proceedings to be carried out with ProInversión: ER=2989