The SRL and the SAC in Peru
By Deustua & Halperin
MARCH 2025
Establishing a company in a foreign country can be challenging in terms of designing the legal structure and organising a streamlined and efficient incorporation process. Alliuris member firms provide corporate legal services, in particular for the formation of companies in their home country.
This article provides a brief overview of the legal form of a Limited Liability Company and of a Sociedad Anónima Cerrada in Peru.
The Sociedad de Responsabilidad Limitada (SRL) in Peru
The Sociedad de Responsabilidad Limitada (SRL) is a used corporate form in Peru, particularly among small to medium-sized enterprises and foreign investors. It offers limited liability to its shareholders and features a straight-forward organizational structure. This memorandum outlines the essential aspects of incorporating and operating an SRL in Peru.
Choice of Seat and Place of Incorporation
Incorporating an SRL in Peru requires selecting a city for its registered office. While registration with the National Superintendency of Public Registries (Superintendencia Nacional de los Registros Públicos, SUNARP) is mandatory The location impacts the business in terms of local taxes, administrative ease, and access to infrastructure. Lima, as the capital and economic hub, is a popular choice due to its well-developed infrastructure and administrative framework.
Each municipality has specific requirements regarding permits and operational licenses and additional municipal operating licenses might be required depending on the SRL’s activities.
Partners
An SRL in Peru must have a minimum of two and a maximum of 20 partners, who can be individuals or legal entities. Foreigners are eligible to become partners. Unlike in other jurisdictions, an SRL cannot issue shares to the public, maintaining its private company status.
Foreign partners must appoint a local representative with POA to act on their behalf concerning the SRL’s operations in Peru. Additionally, unlike corporations in which the information is private, all partner‘ information is disclosed in the public register, as required by Peruvian law. The transfer of participations is done in a public deed and therefore is nonconfidential.
Management
Management of an SRL in Peru is entrusted to one or more managers (gerentes) who are appointed by the partners. Managers may be partners themselves or third parties. There is no legal restriction on the nationality of managers; however, foreign managers must secure the appropriate work visa and residence permits in order to act as managers.
Decisions within the SRL are made by the partners‘ meeting, which serves as the highest governing body. Meetings must occur at least annually, and resolutions can be passed with a majority vote unless the articles of incorporation stipulate otherwise. In critical matters such as amending the bylaws, unanimous or special majority approval may be required.
Formation
The process of forming an SRL in Peru involves several key steps:
- 1. Drafting Articles of Incorporation (bylaws): This document outlines the SRL’s name, purpose, partner contributions, and governance structure. It must be notarized and written in Spanish.
- Registration with SUNARP: The SRL must register with the National Superintendency of Public Registries. Upon registration, it receives a unique registry number confirming its legal entity status.
- Tax Registration: The SRL must obtain a Tax Identification Number (RUC) from the Peruvian National Tax Authority (called SUNAT).
- Municipal Operating License: Depending on its business activities, the SRL must secure a license from the municipality where it operates.
The incorporation process typically takes 2 to 4 weeks, depending on the completeness of the documentation and the workload at the respective administrative offices.
Share Capital
The SRL requires a minimum share capital, which must be fully paid upon incorporation. While there is no fixed statutory minimum, the capital must be sufficient to fulfill the company’s intended activities. Contributions can be made in cash or kind but must be properly valued and detailed in the incorporation documents. Since the contributions must be accredited, it is usually done by depositing money in banks, opening a bank account in the name of the SRL. For this reason, the capital in practice is established based on the minimum requirements to open an account in a bank.
Partners’ liability is limited to the amount of their capital contributions. However, in cases of fraud or improper corporate conduct, courts may „pierce the corporate veil“ and hold partners personally liable.
Share Capital
The SRL requires a minimum share capital, which must be fully paid upon incorporation. While there is no fixed statutory minimum, the capital must be sufficient to fulfill the company’s intended activities. Contributions can be made in cash or kind but must be properly valued and detailed in the incorporation documents. Since the contributions must be accredited, it is usually done by depositing money in banks, opening a bank account in the name of the SRL. For this reason, the capital in practice is established based statutory minimum, the capital must be sufficient to fulfill the company’s intended activities. Contributions can be made in cash or kind but must be properly valued and detailed in the incorporation documents. Since the contributions must be accredited, it is usually done by depositing money in banks, opening a bank account in the name of the SRL. For this reason, the capital in practice is established based on the minimum requirements to open an account in a bank.
Partners’ liability is limited to the amount of their capital contributions. However, in cases of fraud or improper corporate conduct, courts may „pierce the corporate veil“ and hold partners personally liable.
Share Capital
The SRL requires a minimum share capital, which must be fully paid upon incorporation. While there is no fixed statutory minimum, the capital must be sufficient to fulfill the company’s intended activities. Contributions can be made in cash or kind but must be properly valued and detailed in the incorporation documents. Since the contributions must be accredited, it is usually done by depositing money in banks, opening a bank account in the name of the SRL. For this reason, the capital in practice is established based on the minimum requirements to open an account in a bank.
Partners’ liability is limited to the amount of their capital contributions. However, in cases of fraud or improper corporate conduct, courts may „pierce the corporate veil“ and hold partners personally liable.
Registration with Local Authorities/Other Authorities
In addition to registration with SUNARP, an SRL must comply with requirements imposed by other authorities. For example:
- National Superintendency of Tax Administration (SUNAT): Tax registration is mandatory.
- Ministry of Labor: If the SRL employs staff, it must register with labor authorities and comply with Peruvian labor laws.
- Specialized Registries: Depending on its activities (e.g., mining, healthcare, or financial services), additional registrations or permits may be required.
Registration with Local Authorities/Other Authorities
In addition to registration with SUNARP, an SRL must comply with requirements imposed by other authorities. For example:
- National Superintendency of Tax Administration (SUNAT): Tax registration is mandatory.
- Ministry of Labor: If the SRL employs staff, it must register with labor authorities and comply with Peruvian labor laws.
- Specialized Registries: Depending on its activities (e.g., mining, healthcare, or financial services), additional registrations or permits may be required.
Tax Registration
An SRL must obtain a RUC from SUNAT. This registration enables the SRL to pay taxes, issue invoices, and conduct other fiscal operations.
Anti-Money Laundering Measures
Peru has robust anti-money laundering regulations. SRLs are required to disclose their ultimate beneficial owners to the Peruvian
Financial Intelligence Unit (UIF). Banks and other financial institutions conduct due diligence on all clients, requiring detailed documentation of the SRL’s partners and managers.
Foreign Investment Control
Peru has a generally favorable environment for foreign investments, treating according to the Constitution foreign and domestic investors equally. However, certain sectors like natural resources, telecommunications, and defense may have restrictions or require government approval for foreign participation.
All foreign investments must be registered with the Peruvian Central Reserve Bank to allow for repatriation of profits and capital.
Customs (Export/Import)
SRLs engaged in import/export activities must register with SUNAT and obtain a customs license. The Peruvian customs system is highly digitalized, simplifying the process for compliant companies. Businesses in these sectors must also be familiar with Peru’s free trade agreements, which can offer significant benefits in reducing tariffs.
Bank Account
An SRL must open a corporate bank account in Peru for operational transactions. Banks require various documents, including the SRL’s articles of incorporation, RUC, and proof of registration with SUNARP. Additional compliance requirements such as the disclosure of the Ultimate Beneficial Owner apply.
Accounting
Peruvian law mandates that all companies, including SRLs, maintain accurate financial records. Annual financial statements must be filed with SUNAT. Companies exceeding a certain threshold in revenue or assets may also be required to undergo an external audit.
Corporate Tax
The general corporate tax rate in Peru is 29.5% on taxable income. Additionally, a 5% withholding tax applies to dividend distributions to both domestic and foreign partners or shareholders. SRLs must make monthly advance tax payments based on projected annual earnings.
Trade and Turnover Tax
Value-added tax (VAT) applies at a rate of 18% on most goods and services. Businesses registered for VAT must file monthly returns. Special regimes may apply to small businesses or those operating in certain industries.
Formation Expenses
The costs of forming an SRL include notarial fees, SUNARP registration fees, and legal advisory costs. Total expenses generally range from USD 1,000 to USD 2,500, depending on the complexity of the incorporation process and any additional licenses required.
Staff
If the SRL plans to hire employees, it must register with the Ministry of Labor and comply with Peruvian labor laws. This includes providing statutory benefits such as health insurance, pension contributions, and severance payments.
The Sociedad Anónima Cerrada in Peru
The Sociedad Anónima Cerrada (SAC) is a widely used corporate form in Peru, particularly among small to mediumsized enterprises and foreign investors. It offers limited liability to its shareholders and features a straightforward organizational structure. This memorandum outlines the essential aspects of incorporating and operating an SAC in Peru.
Choice of Seat and Place of Incorporation
Incorporating an SAC in Peru requires selecting a city for its registered office. While registration with the National Superintendency of Public Registries (Superintendencia Nacional de los Registros Públicos, SUNARP) is mandatory. The location impacts the business in terms of local taxes, administrative ease, and access to infrastructure. Lima, as the capital and economic hub, is a popular choice due to its well-developed infrastructure and administrative framework. Each muni-cipality has specific requirements regar-ding permits and operational licenses and additional municipal operating licenses might be required depending on the SAC’s activities.
Shareholders
An SAC in Peru must have a minimum of two and a maximum of 20 shareholders, who can be individuals or legal entities. Foreigners are eligible to become shareholders. Unlike in other juris-dictions, an SAC cannot issue shares to the public, maintaining its private company status.
Foreign shareholders must appoint a local representative with POA to act on their behalf concerning the SAC’s operations in Peru. Additionally, unlike Sociedad de Responsabilidad Limitada (SRL) in which the information is public, all shareholder’s information is private. The transfer of shares is done in a private and confidential process.
Management
Management of an SAC in Peru is entrusted to one or more managers (gerentes) who are appointed by the shareholders. Managers may be shareholders themselves or third parties. There is no legal restriction on the nationality of managers; however, foreign managers must secure the appropriate work visa, and residence permits to act as managers.
Decisions within the SAC are made by the shareholders‘ meeting, which serves as the highest governing body. Meetings must occur at least annually, and resolutions can be passed with a majority vote unless the articles of incorporation stipulate otherwise. In critical matters such as amending the bylaws, unanimous or special majority approval may be required.
Formation
The process of forming an SAC in Peru involves several key steps:
- Drafting Articles of Incorporation (bylaws): This document outlines the SAC’s name, purpose, shareholder contributions, and governance structure. It must be notarized and written in Spanish.
- Registration with SUNARP: The SAC must register with the National Superintendency of Public Registries. Upon registration, it receives a unique registry number confirming its legal entity status.
- 3. Tax Registration: The SAC must obtain a Tax Identification Number (RUC) from the Peruvian National Tax Authority (called SUNAT).
- Municipal Operating License: Depending on its business activities, the SAC must secure a license from the municipality where it operates.
The incorporation process typically takes 2 to 4 weeks, depending on the completeness of the documentation and the workload at the respective admi-nistrative offices.
Share Capital
The SAC requires a minimum share capital, which must be fully paid upon incorporation.
While there is no fixed statutory minimum, the capital must be sufficient to fulfill the company’s intended activities. Contributions can be made in cash or kind but must be properly valued and detailed in the incorporation documents. Since the contributions must be accredited, it is usually done by depositing money in banks, opening a bank account in the name of the SAC. For this reason, the capital in practice is established based on the minimum requirements to open an account in a bank.
Shareholders’ liability is limited to the amount of their capital contributions. However, in cases of fraud or improper corporate conduct, courts may „pierce the corporate veil“ and hold shareholders personally liable.
Registration with Local Authorities/Other Authorities
In addition to registration with SUNARP, an SAC must comply with requirements imposed by other authorities. For example:
- National Superintendency of Tax Administration (SUNAT): Tax registration is mandatory.
- Ministry of Labor: If the SAC employs staff, it must register with labor authorities and comply with Peruvian labor laws.
- Specialized Registries: Depending on its activities (e.g., mining, healthcare, or financial services), additional registrations or permits may be required.
Tax Registration
An SAC must obtain a RUC from SUNAT. This registration enables the SAC to pay taxes, issue invoices, and conduct other fiscal operations.
Anti-Money Laundering Measures
Peru has robust anti-money laundering regulations. SACs are required to disclose their ultimate beneficial owners to the Peruvian Financial Intelligence Unit (UIF). Banks and other financial institutions conduct due diligence on all
clients, requiring detailed documentation of the SAC’s share-holders and managers.
Foreign Investment Control
Peru has a generally favorable environment for foreign investments, treating according to the Constitution foreign and domestic investors equally. However, certain sectors like natural resources, telecommunications, and defense may have restrictions or require government approval for foreign participation.
All foreign investments must be registered with the Peruvian Central Reserve Bank to allow for repatriation of profits and capital.
Customs (Export/Import)
SACs engaged in import/export activities must register with SUNAT and obtain a customs license. The Peruvian customs system is highly digitalized, simplifying the process for compliant companies. Businesses in these sectors must also be familiar with Peru’s free trade agreements, which can offer significant benefits in reducing tariffs.
Bank Account
An SAC must open a corporate bank account in Peru for operational transactions. Banks require various documents, including the SAC’s articles of incorporation, RUC, and proof of registration with SUNARP. Additional compliance requirements such as the disclosure of the Ultimate Beneficial Owner apply.
Accounting
Peruvian law mandates that all companies, including SACs, maintain accurate financial records. Annual financial statements must be filed with SUNAT. Companies exceeding a certain threshold in revenue or assets may also be required to undergo an external audit.
Corporate Tax
The general corporate tax rate in Peru is 29.5% on taxable income. Additionally, a 5% withholding tax applies to dividend distributions to both domestic and foreign shareholders. SACs must make monthly advance tax payments based on projected annual earnings.
Trade and Turnover Tax
Value-added tax (VAT) applies at a rate of 18% on most goods and services. Businesses registered for VAT must file monthly returns. Special regimes may apply to small businesses or those operating in certain industries.
Formation Expenses
The costs of forming an SAC include notarial fees, SUNARP registration fees, and legal advisory costs. Total expenses generally range from USD 1,000 to USD 2,500, depending on the complexity of the incorporation process and any additional licenses required.
Staff
If the SAC plans to hire employees, it must register with the Ministry of Labor and comply with Peruvian labor laws. This includes providing statutory benefits such as health insurance, pension contributions, and severance payments.
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Imprint
Contributed by / Authors
Carlos Deustua
Deustua & Halperin
Lima
Published by
ALLIURIS A.S.B.L.
Alliance of International Business Lawyers
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Editors
Chief editor (responsible): Ulrich Herfurth
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