HOW TO SET UP A COMPANY IN PERU
Peru offers foreign investors a wide-freedom climate and rights guaranteeing juridical stability.
Foreign investments to be made in the country in any economic activity are not required from prior authorization. There is no restriction as to the amount of investment and transfer of shares.
Foreign investment, made in freely convertible currency, shall be channelled through the National Financial System. The full amount of profits is allowed to be remitted abroad by foreign investors, without restrictions.
This booklet includes general guidelines to set up a company in Peru. The main procedures are also herein indicated.
NEW COMPANIES OR BRANCHES:
Foreign investors and/or companies shall decide if they will operate either through new companies, branches or joint ventures.
Peruvian Legislation recognizes various entrepreneurial forms. Some of them are as follows: corporation, limited liability company, general partnership, noncommercial limited company, limited partnership issuing shares, partnerships and branches.
The Corporation and Branches of foreign companies are the most common form used in Peru, because of the advantages it grants.
A. CORPORATION:1. Business Name
Corporations may adopt any name; nevertheless, they must include the terms Sociedad Anonima (Corporation) or the main letters S.A.2. Capital
Capital stock is represented by registered stocks and formed by the shareholders' contributions, who do not support, by themselves, the corporation debts.Incorporation requires that the capital stock be fully underwritten, and paid up, at least in 25%. There is no minimum capital amount.
3. ShareholdersShareholders must be at least three individuals or juridical persons, residents or nonresidents.
4. IncorporationThere are two types of incorporation: By one action (Direct Creation) or by successive creation (Public Subscription). In both cases, a Notary is required. Also in both cases, the company's founder shareholders must supply the Notary with the documents necessary to start the incorporation (shareholder's identification documents and a deposit of the capital equity in a peruvian bank)
a) Direct Creation:The capital stock must be deposited in an account opened with a Peruvian Financial Institution. Once the money has been deposited, the shareholders will draw up the Incorporation Papers, which must be duly countersigned by an attorney; and then submit them to the Notary, who will make a Public Deed for the registration thereof with the Commercial Registry corresponding to the place where it is incorporated.
b) Public Subscription:The founder shareholders shall draw up a foundation program, which will be submitted to the notary, for the authentication of their signatures. Once the signatures have been certified, the program must be deposited in the Commercial Registry to be further published in order to find potential subscribers. A meeting of subscribers must be held within six months as from the date in which the program was deposited in the Commercial Registry.
Within the thirty days following the meeting, the appointed person or persons shall provide for the company's Incorporation Public Deed, which shall be registered with the Commercial Registry where the company is addressed.5. Setup Costs:
The expenditures involved in the incorporation are the following:6. Corporation's Term
- Notary's expenses, calculated on the total capital stock and the length of the Public Deed.
- Registration Expenses, the rate to be paid is the 3/1000 of the capital stock.
- Other expenses, include the registration of the appointment of Directors and attorney's fees, etc.
Unless otherwise specified in the articles of association, the corporation term is unlimited.
7. ContributionsThese can be made in national and/or foreign currency; or, in physical or tangible goods. It is also allowed intangible technological contributions, which can adopt the form of physical goods, technical papers and instructions, in order to be appraised. Non-money contribution shall be duly evaluated.
8. Company's Bodies:8.1. General Meeting of Shareholders, is the meeting duly called to decide on inherent matters thereof. This body decides by majority, taking into consideration the proportion to the total capital equity. This is the maximum body of the company. Meetings may be Special or Regular.
8.2. Board of Directors: It is elected by the General Meeting of Shareholders. This appointment must be registered with the Commercial Registry of the place where the company is domiciled. To become a Director, it is not necessary to be shareholder, unless the by-laws specify so. There is no residence or nationality requirement. The number of directors shall be fixed by the by-laws, or, otherwise, by the General Meeting. The Board of Directors is empowered with legal and management representation, necessary for the administration of the company, within its purpose.
The Board of Directors must prepare, in a maximum term of 180 days, counted as from the end of the fiscal year, the balance sheet with the profit and loss account, proposal of profit allocation and the annual report. The aforementioned documents shall establish, in a clear and exactly way, the partnership assets, gained profits or suffered losses and the state of its business.8.3. Management: The manager is appointed by the Board of Directors, except the by-laws empower the General Meeting therefor. More than one manager may exist, if the by-laws or the General Meeting establish so. The term of post is unlimited, except the by-laws establish otherwise or the appointment has been made for specific term. Manager's duties are set forth in the by-laws, or at the time of the appointment; otherwise, it is assumed that the manager is empowered to perform acts and execute contracts inherent to the corporate business.
9. Accounting requirementsCompanies shall keep accounting books, considered as main books, which shall be in Spanish and in national currency, unless the company is expressly authorized to keep it in foreign currency, because it receives or makes foreign investments; provided that the company contracts with the State or with Public Enterprises or Institutions. The taxable base shall be determined in foreign currency; nevertheless, the payment of the corresponding taxes shall be made in national currency at the current exchange rate. The main accounting books are:
For using the mentioned books, the certification by a Notary Public is required. The payroll book shall be certified with the Ministry of Labor and Social Promotion.
- Stock Book
- Trial-Balance Book
- Day-Book
- Ledger
- Wages and Salaries Payroll Book
- Minute Book
10. Profits Dividends on shares can be paid only from real gained profits or free-availability reserves, provided that the asset value is not under the total share capital. Dividends allocation between the shareholders will be made in proportion to the amounts paid and the time of integration to the capital stock.
B. BRANCHES:Foreign companies may freely set up branches in Peru, which shall be recorded with the register where these operate. For purposes of formalities, the registration must include the indicated address in Peru; capital appointed or assigned for the branch; appointment and powers of its legal representative in the country; branch's business line, including the business and operations it is engaged in; and the contract or equivalent document governing the branch in its main place. The certificate, proving the existence and force of the company, from the competent authority duly certified by the Peruvian Consular Representative; a document stating the power of the company to set up branches in other countries; and, the company's resolution to set up a branch in Peru shall be also included. The legal representative appointed in Peru shall have enough powers to solve any matter related to the company's activities; to involve the company in transactions it carries out; to appear in court; and to answer to a claim.
C. JOINT VENTURE AND PARTNERSHIPSJoint Ventures and Partnerships are contracts concluded by the parties, which do not require their registration with the Commercial Registry. These have no corporate existence, nor carport's name. Resources destined to the aforementioned contracts shall be considered as Direct Foreign Investment, provided that these grant foreign investors participation in the installed capacity, not involving necessarily capital contribution. Besides, these contracts shall correspond to contractual commercial transactions through which the foreign investor provides goods or services to the receiving enterprise in exchange of participation in the volume of the physical production, in the aggregate amount or in the net profits of the enterprise that receives the investment.
Peru offers a wide range of natural resources and opportunities in the areas of:
Thanks to its 3,080 Km coastal strip, appropriate geographical and weather conditions, Peru has no less than 700 fish species and a biomass of 17 million MT including mainly: anchovy, sardine, saurus horse mackerel and mackerel. Peru's main exports in this market totaled over US$ one billion, being the main export products: fishmeal, frozen hake, frozen crawfish, mollusks, sardines, scallops, etc.
Sociedad Nacional de Pesqueria - SNP (National Society of Fisheries)
Address: Av. Javier Prado Oeste 2442, San Isidro, Lima - Peru Tel: 51-1-2612970 / 4612003 Fax: 51-1-2617912 E-mail: snpnet@terra.com.pe Web: www.fis-net.com/snp General Manager: Mr. Richard Inurritegui Bazan
For further information: http://www.proinversion.gob.pe/ENGLISH/SC/SC-01.htm
Some 30 million hectares have been designated to agricultural development, but only 6 million hectares are actually used for agricultural purpose. 84 out of the world's 103 possible micro-climates can be found in Peru. No wonder we can find the world's largest variety of cultivated species here.
Peru's extraordinarily diverse flora and fauna makes it one of the 12 "mega-diverse" countries in the world. This diversity, due to the range of different climates and soils allows Peru to have a great potential for development in this area. Moreover, the country's comparative advantage resides in its capacity to harvest produce that is out of season in the northern hemisphere.
Outstanding results have been achieved with new products such as fruits and asparagus, while remaining strong in our traditional export products such as coffee, sugar and cotton. Peru has benefited from a consistent increase in the volume exported, as well as the rise of the prices of these products.
Asociacion de Empresarios Agrarios del Peru - AEAP (Peruvian Association of Agricultural Entrepeneurs)
Address: Bartolome Herrera 254, Miraflores, Lima - Peru Tel: 51-1-4219881 Fax: 51-1-4215942 E-mail: aea@comexperu.org.pe President: Sr. Alberto Sacio Leon
For further information: http://www.proinversion.gob.pe/ENGLISH/SA/SA-01.htm
Peru is the main producer and exporter of zinc in Latin America. It is also one of the main producers of copper in the world. However, the production of semi-manufactured goods has not yet been completely developed, which could be a good investment opportunity.
Peru is also the second most important gold producer in Latin America, the country produced a total of 1.76 million troy ounces of fine gold, exporting 1.20 million ounces for a total value of US$ 462.9 million, in 1995. This figures are likely to increase due to extensive investment projects in this field. It is estimated that some US$ 8 billion will be invested in the mining sector in the next ten years.
Most of the exports in this sector are in the form of copper wire, cables, bars, sheets and tubes, copper oxide and sulfate, as well as zinc alloys, zinc oxides and sulfates.
Sociedad Nacional de Mineria y Petroleo - SONAMINPET (National Minning and Petroleum Society)
Address: Francisco Grana 671 - Magdalena Lima - Peru Tel: 51-1-2611070 / 4601600 Fax: 51-1-4601616 E-mail: postmast@snmpe.org.pe Web: www.snmpe.org.pe General Manager: Sr. Carlos Diez Canseco Carrasco
For further information: http://www.proinversion.gob.pe/ENGLISH/SM/SM-01.htm
Thanks to Peru's availability of raw materials, the metal working sector is achieving importance in the international markets.
In the past few years, Peru has earned worldwide recognition for its quality in the production of conductors, turbines, parts and components for pumping engines, centrifugal engines, industrial fishing ships, fishmeal processing plants, etc.
The chemical sector is increasing its participation in the international markets. Peru has a plentiful supply of raw materials to elaborate products such as penicillin, cochineal carmine, lemon essential oil, zinc oxide, achiote, etc. There is still a wide spectrum of potential products which have not been fully exploited yet.
Tourism, also known as the "non-factory industry", has been steadily growing during the last few years, particularly because of the beauty and diversity of Peru's natural scenery and its rich ancestral culture.
The hotel occupancy rate is very high all year round, in the meantime new tourist attractions are developed and the inflow of tourists is growing rapidly as Peru's popularity as a tourist destination increases. Aware of this fact, international consortiums are rushing into the country to build hotels under the Hyatt, Holiday Inn, Marriot, among other franchises.
Camara Nacional de Turismo - CANATUR (National Chamber of Tourism)
Address: Alcanfores 1245 - Miraflores, Lima - Peru Tel: 51-1-4451052/4453913/4475546 Fax: 51-1-4451052 E-mail: canatur@si.com.pe Web: www.canatur.org.pe President: Mr. Carlos Zuniga Quiroz
For further information: http://www.proinversion.gob.pe/ENGLISH/SH/SH-01.htm
Deregulation has included interest rates and the lifting of all restrictions on foreign ownership of banking, financial and insurance companies. Registered financial institutions many transact loans, create and operate mutual funds, temporarily sign first security issues and provide financial consulting services. As a result of these reforms and of the stabilization of the economy, total financial savings increased in the last three years by more than 50% and are expected to increase at similar rates in the five years
Asociacion de Bancos del Peru - ASBANC (Peruvian Banking Association)
Address: Calle 41 No. 975 Urb. Corpac - San Isidro, Lima - Peru Tel: 51-1-2241715 / 2241716 / 2241718 Fax: 51-1-2241707 E-mail: gvelarde@asbanc.com.pe Web: www.asbanc.com.pe General Manager: Sr. Enrique Arroyo Rizo Patron Bolsa de Valores de Lima - BVL (Lima Stock Exchange)
Address: Pasaje Acuna 106 - Lima - Peru Tel: 51-1-4260714 / 4260837 / 4267939 Fax: 51-1-4267650 E-mail: fatima@bvl.com.pe Web: www.bvl.com.pe President: Sr. Rafael D'Angelo
For further information: http://www.proinversion.gob.pe/ENGLISH/SF/SF-01.htm
Peruvian regulations encourage the participation of private capital in the provision and management of public utility services and facilities. New investments will be required for electric power, road systems, airport, water supply, telecommunication services, etc. Other attractive investment opportunities are transportation, as the restrictions on civil aviation have been lifted, and sea transportation, with the implementation of Peru's open route policy.
For further information: http://www.proinversion.gob.pe/ENGLISH/SN/SN-01.htm
Peru's oil and gas industry offers exciting investment opportunities. There are plentiful oil reserves on the continental platform and in the Amazon Basin, where 18 sedimentary basins are found over 84 million hectares. Peru has the world's second largest proven natural gas deposit, estimated reserves are of the order of 2.2 billion barrels.
Peru's world renowned Pima and Tang¸is cottons provide for fine raw materials for the textile and apparel industries, both in which Peru traditionally has a very highly skilled workforce, and generate more than US$ 300 million worth in exports.. The main items produced for export in this sector are cotton yarns, T-shirts, shirts and blouses, etc.
Another item worth studying is the development to alpaca, llama, vicuÒa and other Andean camelids fibers. These fine wools are among the finest animal fibers found in the world, and are suitable to manufacture jerseys, jackets, coats, etc.
- For other information of commercial and trade:
Camara Peruana de la Construccion - CAPECO (Peruvian Chamber of Constructions)
Address: Victor Andres Belaunde 147, Edificio-Real Tres Oficina 1402, San Isidro, Lima - Peru Tel: 51-1-4417042 Fax: 51-1-4417028 E-mail: postmast@capeco.org.pe Web: www.capeco.org.pe General Manager: Ing. Juan Casabonne Alvarez Calderon Confederacion Nacional de Camaras de Comercio y Produccion del Peru - CONFECAMARAS (National Confederation of Chambers of Trade and Production)
Address: Jiron Balta 506, Chiclayo - Peru Tel: 51-74-233040 Fax: 51-74-229818 E-mail: camara@cclam.org.pe Web: www.cclam.org.pe General Manager: Mr. Fortunato Salazar Belevan Camara de Comercio de Lima - La Camara (Lima Chamber of Commerce)
Address: Gregorio Escobedo 398 - Jesus Maria, Lima - Peru Tel: 51-1-4633434 Fax: 51-1-4632820/4639813 E-mail: postmaster@camaralima.org.pe Web: www.camaralima.org.pe General Manager: Ing. Jorge Luis Arrieta Segura Camara de Comercio Internacional - CCI (International Chamber of Commerce)
Address: Gregorio Escobedo 396, 4to. Piso - Jesus Maria, Lima - Peru Tel: 51-1-4634263 Fax: 51-1-4639629 E-mail: cci-peru@ccom.org.pe Web: www.iccwbo.org.pe General Secretary: Srta. Karin Gruslin Sociedad de Comercio Exterior del Peru - COMEXPERU (Peruvian Council of Foreign Trade)
Address: Bartolome Herrera 254 - Miraflores, Lima - Peru Tel: 51-1-4225784 / 4225794 / 4225781 Fax: 51-1-4225942 E-mail: inclavijo@comexperu.org.pe General Manager: Ms. Patricia Telleut Sociedad Nacional de Industrias - SNI (National Council of Industry)
Address: Los Laureles 365, San Isidro, Lima - Peru Tel: 51-1-4218830 / 4223851 Fax: 51-1-4422573 E-mail: webmaster@sni.org.pe Web: www.sni.org.pe General Manager: Ing. Jose Enrique Silva Pellegrin Asociacion de Exportadores - ADEX (Association of Exporters)
Address: Av. Javier Prado Este 2875 - San Borja, Lima - Peru Tel: 51-1-3462530 Fax: 51-1-3462675 E-mail: postmaster@adexperu.org.pe Web: www.adexperu.org.pe General Manager: Mr. Antonio Castillo Comision para la Promocion de Exportaciones - PROMPEX (Comission for Exports Promotion)
Address: Augusto Tamayo 160 4to. Piso, San Isidro, Lima - Peru Tel: 51-1-2221222 Fax: 51-1-2215533 E-mail: general@prompex.gob.pe Web: www.prompex.gob.pe General Manager: Mr. Jorge Montero Confederacion Nacional de Instituciones Empresariales Privadas - CONFIEP (National Confederation of Business Institutions)
Address: Pasaje Acuna 106 - Lima 1, Lima - Peru Tel: 51-1-4269090 Fax: 51-1-4281568 E-mail: postmater@confiep.org.pe General Manager: Sr. Augusto Rey de la Cuba Comision de Promocion del Peru - PROMPERU (Peruvian Promotion Comission)
Address: Calle 1 Oeste No. 50 Corpac - San Isidro, Lima - Peru Tel: 51-1-2243279 Fax: 51-1-2243323 E-mail: postmaster@promperu.gob.pe Web: www.peru.org.pe Comision para la Promocion de la Pequena y Microempresa - PROMPYME (Council for the Small and Micro Enterprise Promotion)
Address: Av. Jose Faustino Sanchez Carrion 250 San Isidro, Lima - Peru Tel: 51-1-2210018 / 2226864 Fax: 51-1-2212930 E-mail: direcc@prompyme.gob.pe Web: www.prompyme.gob.pe Executive Director: Sr. Juan Infante Alosilla
Trade & Investment Index
Introduction
How to do Business with Peru
International Trade Fairs
Peruvian Exportable Offer
Welcome | Trade & Investment | News
Tourism | Feature | FAQ | Request Form
This page was last updated on August, 2003
If you have any comments, please email us.
www.peru.org.tw/trade/business.html