How to Set Up a Subsidiary Company in Peru: A Comprehensive Guide

Peru is one of the most progressive economies in Latin America and is ranked 76th in World Bank’s Ease of Doing Business. Furthermore, the country has long-standing partnerships with major economies, fosters a healthy business environment, and gives equal opportunities to foreign investors.

All these reasons advocate Peru as a reliable business destination. If you are also looking to expand your presence in the country and tap into its resources, first, you must choose a business entity that suits your needs. 

Investors typically choose to establish a corporate structure as a subsidiary company. However, you must know the following before opening an entity in Peru.

What Are The Types Of Subsidiaries In Peru? 

Subsidiaries in Peru are of the following types:

Corporation

• Private, with a minimum of two shareholders and a General Manager, or
• Public, with at least 751 shareholders and a Board of Directors

How To Set Up A Subsidiary In Peru?

Follow these steps to set up a subsidiary in Peru:

• Prepare the Minutes of Incorporation: This is the incorporation contract of a company that includes company information like identification of the founding partners, company purpose, company bylaws, and the description of the leadership position. You must get a lawyer to sign and officiate this document.
• Open a current account in a Peruvian bank: Different banks have varying charges for opening a current account for company purposes. It is best to visit the popular banks and compare the prices and their service fees before deciding on one.
• Register the company: You must register the company in the National Superintendence of Public Registries (SUNARP). To do so, forward the Minutes document to a Notary Public, who will convert them into a public deed and prepare other documents for registration.
• Obtain a Registered Taxpayer Status – RUC: The National Superintendence of Tax Administration (SUNAT) is responsible for accepting tax registration requests in Peru. You must submit the following documents to complete the process:
• Testimony of the company’s incorporation registered with SUNARP
• Water or electricity bill of the company’s legal address, as the address proof
• RUC registration form, available from SUNAT
• Identification proof of the legal representative
• The rental agreement of, or the Ownership Title in, the premises where you will conduct business activities
• Legalize statutory books: To open and legalize the company’s statutory and accounting books, you need the following documents:
• A copy of the RUC form
• The books or records you want to legalize
• Payment for rights to registration from the Notary Public’s office
• Payroll book authorized by the Ministry of Labor and Promotion of Employment
• An application for authorization of the payroll book
• A copy of the RUC certificate
• The legal name of the employer
• The legal name and voter registration card number of the legal representative
• The legal address of the workplace(s)
• Payment for application rights
• Apply for Municipal Operational License: The municipality corresponding to the business’ address provides the Operational License. To obtain the license, first, you need a Certificate of Sectorization and Compatibility of Use by submitting the following:

1. 1. An application form
   2. A map of the sector
   3. Payment for application rights

Next, you must conduct a technical safety inspection to obtain a Certificate of Safety (positive report) from the National Institute of Civil Defense. You must submit the following to obtain the certificate:

• Certificate of Compliance from the Division of Land Registry and Municipal Authorizations
• A formal request to the mayor
• A copy of the property title or an extract of the ownership documents
• Map with the business location and its surrounding areas, signed by an architect
• Payments
• A copy of the RUC certificate
• A copy of the legal representative’s identity proof, if needed
• The rental agreement of, or the Ownership Title in, the premises where you will conduct business activities
• Deed of Incorporation of the legal representative, if needed
• A copy of the certification or authorization of the relevant sector, if needed
• Payment for application rights

Benefits Of Setting Up A Peru Subsidiary

While there are numerous business entities legal in Peru, subsidiaries offer you distinct benefits suitable for a wide variety of companies:

• A shareholder’s liability in an SA is limited to the value of their shares, which is why the entity is very popular among investors
• SAs do not close upon the loss of a shareholder due to natural or business reasons
• In SACs, the corporation’s ownership is within a few owners, and they are not obligated to put the interests of shareholders before the company. Hence, the owners have more freedom to explore high-risk-high-reward projects
• In SAAs, the company can issue its shares publicly, so both profits and debts are shared within a large pool of investors

Documents To Prepare When Opening A Subsidiary In Peru

As mentioned above, you must prepare or gather the following documents to open a subsidiary in Peru:

• Minutes of Incorporation
• Notary Public documents
• Address proof for the company (water or electricity bill)
• Identification of the legal representative
• Rental agreement of the business property

What Business Forms Can Peru Subsidiaries Take? 

As highlighted above, subsidiaries in Peru can either be a corporation or an LLC. However, a corporation (Sociedad Anónima, or SA) can be of two types:

• Public – Sociedad Anónima Abierta (S.A.A.)
• Closed – Sociedad Anónima Cerrada (S.A.C.)

On the other hand, Limited Liability Companies are called Sociedad Comercial de Responsabilidad Limitada, or S.R.L.

Peru Subsidiary Laws

The General Corporations Law (GCL) of Peru outlines the following laws, according to the type of business structure:

For Corporations

• At least two shareholders of any citizenship; they can be individuals or legal entities
• Appoint a General Manager and a Board of Directors; the latter is optional for SACs
• SAAs must have 35% of their ownership belonging to 175 or more shareholders and must be listed on the stock exchange
• Transferring shares in SAAs is free and limitless

For LLCs

• Have 2-20 shareholders in the company
• Do not issue shares publicly
• The partners have limited liability, and the company capital is divided amongst them as indivisible shares
• A shareholder must get the approval of the existing shareholders to transfer their shares to a third party and register the transfer in the Public Records Office
• The business does not close upon the death, bankruptcy, sickness, retirement, or resignation of any shareholder

Taxes On Subsidiaries In Peru

Subsidiaries in Peru must pay the following taxes

Value-added Tax (VAT) is applicable only if the business conducts the following operations:

• Sale of goods in the country
• Rendering or first use of service in Peru
• Construction contracts
• The first sale of real estate by contractors
• Importing goods

How Can Multiplier’s Employer Of Record Help You Hire & Expand In Peru?

You must be aware of the numerous legislations and follow the stringent procedures to establish a subsidiary in Peru. This can be difficult if you are a foreign investor with little to no guidance. Only an expert on Peru company laws and compliance maintenance can help you to stay in the legal domain and establish the entity of your choice.

Alternatively, you can partner with Multiplier for EOR services and start hiring employees in a faster and more compliant manner. Our digital platform helps you set up a distant team in 150+ countries without the need to set up a local entity. Furthermore, you can manage your employee’s benefits, payroll, leaves, and contracts from a single window.

Talk to our experts to grow your team in Peru in a smarter way.