Luis Fuentes, a finance specialist and international business expert, serves as Corporate Affairs Director at Alligare International LLC and leads Estudio Fuentes. With over 10 years of experience, he excels in financial advisory, business internationalization, and strategic corporate solutions, helping companies in Latin America, Europe, and Asia expand globally.
Step-by-step guide to register a subsidiary in Peru, including legal requirements and company types. Guide to success!
Table of Contents
How to register a subsidiary in Peru and comply with legal requirements?
To register a subsidiary in Peru, you must follow the General Law of Companies. This involves choosing between an S.A. or S.R.L. structure, registering the business name, appointing a legal representative, and opening a local bank account. These steps ensure your company operates legally and is fully compliant with Peruvian regulations.
What types of subsidiaries can be formed in Peru?
In Peru, you can register a Sociedad Anónima (S.A.), which requires at least two shareholders, or a Sociedad de Responsabilidad Limitada (S.R.L.), a popular limited liability company option. The choice depends on your business goals and structure preferences.
Before choosing the right legal structure, it’s essential to understand the characteristics and differences between the two main types of subsidiaries available in Peru. Insights from reliable sources such as DLA Piper, Multiplier, and Globalization Partners also highlight the importance of aligning the legal form with your expansion strategy. These entities have distinct legal, operational, and shareholder implications that influence how your business will function locally.
What is an S.A. (Sociedad Anónima) in Peru?
It is a corporation that requires at least two shareholders and is ideal for businesses seeking to raise capital from multiple investors.
What is an S.R.L. (Sociedad de Responsabilidad Limitada) in Peru?
It is a limited liability company popular among small and medium-sized businesses due to its simpler structure and fewer formalities.
What are the key requirements and steps to register a subsidiary in Peru?
You must register a unique company name, define shareholders (including a Peruvian legal representative for foreigners), draft incorporation minutes, open a local bank account, register with SUNARP, get a Tax ID (RUC), formalize statutory books, and secure a municipal license.
Before registering a subsidiary in Peru, it’s important to understand the administrative and legal steps involved. Publications by ProInversión and HKTDC Research provide additional guidance on navigating these formalities efficiently. These ensure your company is compliant with local regulations and ready to operate officially.
Below are common questions that clarify each requirement.
What is name registration in Peru?
You must ensure the company name is unique and not already taken before registration.
What are the shareholder requirements in Peru?
An S.A. needs at least two shareholders, and foreign shareholders must appoint a Peruvian legal representative.
What are the minutes of incorporation?
It’s a document that defines the company’s structure, objectives, and essential legal details.
Why open a company bank account in Peru?
You need to deposit your capital in local currency or another accepted currency—usually at least PEN 1,000—before operations.
Where do you register a company in Peru?
At the National Superintendence of Public Registries (SUNARP).
How do you obtain a Tax ID (RUC)?
Register with SUNAT for a Registro Único de Contribuyente (RUC).
What does formalizing statutory books mean?
It means maintaining proper, legally required corporate records.
What is a municipal license in Peru?
It’s a permit from the local municipality that allows you to operate legally.
What are some frequently asked questions about subsidiaries in Peru?
Below are common questions that go beyond the registration process, helping you understand how subsidiaries operate, their differences with other structures, and additional compliance considerations.
What does SAC mean in Peru?
S.A.C. stands for “Sociedad Anónima Cerrada”, a type of closed corporation often used for smaller businesses with limited shareholders.
Does a subsidiary need to be 100% owned?
No. A parent company can own a majority share (more than 50%) for it to qualify as a subsidiary.
What is the difference between a subsidiary and a sister company?
A subsidiary is owned by a parent company, while sister companies are two companies owned by the same parent but operate independently.
Do subsidiaries pay taxes?
Yes. Subsidiaries in Peru are separate legal entities and must comply with local tax obligations, including corporate income tax and VAT (IGV).
Can a foreigner start a business in Peru?
Yes. Foreigners can start businesses in Peru but must appoint a legal representative residing in the country.
What is a legal representative in Peru?
This is a local individual or entity legally authorized to act on behalf of the company before Peruvian authorities.
What is the difference between a subsidiary and an affiliate?
A subsidiary is majority-owned by the parent, while an affiliate is a company in which the parent holds a minority stake.
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Is registering a subsidiary in Peru the right move for your business?
If your company is looking to expand into Latin America with a clear legal framework and operational independence, Peru offers a solid and straightforward incorporation process. However, each case is unique, so it’s advisable to evaluate legal, tax, and market conditions with local experts before proceeding.
You can contact me (Luis Fuentes) and Estudio Fuentes if you want to speak with an expert on this topic.
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