Corporate Law at Peru
Corporate law in Peru governs the formation, operation, and regulation of companies and other business entities. It is primarily regulated by Peruvian civil and commercial codes, and key business laws such as the General Law of Companies (Ley General de Sociedades - Law No. 26887).
Key Aspects of Corporate Law in Peru:
1. Types of Business Entities
The main types of companies under Peruvian law include:
Sociedad Anónima (S.A.) – Corporation
Includes S.A. Abierta (open/public) and S.A. Cerrada (closed/private)
Sociedad Comercial de Responsabilidad Limitada (S.R.L.) – Limited Liability Company
Sociedad Colectiva – General Partnership
Sociedad en Comandita – Limited Partnership
Sucursal – Branch of a foreign company
2. Company Formation
Companies must be registered with SUNARP (Public Registry).
Legal representatives must be appointed.
A RUC (Registro Único de Contribuyentes) number is required from SUNAT (tax authority).
Bylaws must be registered.
3. Corporate Governance
Shareholders' Meetings and Board of Directors govern S.A. type companies.
S.R.L. structures do not require a board, only a manager.
4. Foreign Investment
Foreign investors can own 100% of a Peruvian company.
Foreign investments are protected under bilateral investment treaties and free trade agreements.
Must comply with foreign exchange and repatriation laws.
5. Corporate Taxation
Corporate income tax is approximately 29.5%.
Dividends are subject to a 5% withholding tax.
VAT is 18%.
6. Labor and Employment Law
Governed by national legislation (not part of corporate law directly but highly relevant).
Includes rules for hiring, benefits, termination, and collective bargaining.
7. Compliance and Reporting
Companies must submit annual financial statements.
External audits are mandatory for certain companies based on size/revenue.
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