Establishing your business in Peru

Step-by-Step Guide: How to Register a New Business in Peru

Introduction

Registering a new business in Peru involves a series of steps that must be followed diligently to ensure a smooth and legal establishment. In this guide, we will walk you through the process, highlighting each step from reserving a business name to obtaining the Registro Único de Contribuyentes (RUC).

1. Búsqueda y Reserva de Nombre (Name Search and Reservation)

• Before initiating the process, decide on the type of business you want to establish.
• Public Limited Company (S.A.): From 2 shareholders.
• Sociedad Anónima Cerrada (S.A.C.): From 2 to 20 shareholders.
• Sociedad Comercial de Responsabilidad Limitada (S.R.L.): From 2 to 20 shareholders. It is usually aimed at small family businesses.
• Individual Limited Liability Company (E.I.R.L.): Sole shareholder.
• Sociedad Anónima Abierta (S.A.A.): From 750 shareholders. More than 35% of the capital must belong to at least 175 shareholders. It must also have made a primary public offering of shares or convertible debentures.
• Branch (sucursal) of a company incorporated and domiciled abroad. The branch is constituted by public deed and registered in the Register of Legal Persons.
• Use the online preferential registration system to search for the availability of your chosen business name.
• Reserve the name by submitting the required documents at the corresponding SUNARP (public registry) office.

2. Elaboración del Acto Constitutivo (Drafting the Constitutive Act)

• Prepare the Acto Constitutivo (Constitutive Act), including the pacto social and statutes.
• Requirements include two copies of the ID of each partner, the original and two copies of the name search and reservation, and a USB with the business purpose and a list of capital assets.
• Submit the documents to a notary, CDE, or MAC, paying attention to costs and processing times.

3. Abono de Capital y Bienes (Capital Contribution)

• Decide on the amount of capital or assets (real estate or movable property) to be contributed.
• Provide documentation, such as ID, Acto Constitutivo, and either proof of bank deposit or a detailed inventory of assets.
• Options include opening a bank account or creating an inventory of assets, with a recommended minimum of S/ 1,000.

4. Elaboración de Escritura Pública (Drafting the Public Deed)

• Take the Acto Constitutivo to a notary to be elevated to Escritura Pública (Public Deed).
• Requirements include valid IDs, the Acto Constitutivo, and proof of payment.
• The notary will sign and seal the document, confirming its legal status.

5. Inscripción en Registros Públicos (Registration in Public Records)

• The notary will handle the registration process with SUNARP.
• The company legally exists once registered in the Public Records.

6. Inscripción al RUC para Persona Jurídica (RUC Registration for Legal Entities)

• Initiate the registration through the Sistema de Intermediación Digital (SID – SUNARP).
• Obtain an inactive RUC number, which the legal representative must activate.
• Use the RUC for all dealings with the tax authority (SUNAT).
• You will need a “legal address” to register. It could be a temporary or a permanent one. Foreign companies, initially, take the address of their lawyers.

7. Commercial Realtors' Assistance

• A bilingual commercial realtor such as Alfredo Graf & Associates, can assist in locating an appropriate business location.
• Consider factors such as accessibility, target market presence, and zoning regulations.
• Collaborate with realtors to find a space that aligns with your business goals.
• If you need us to recommend a lawyer that can assist you with these topics, we would be glad to provide you with our advice.

We have covered here the basic steps on how to register a business in Peru. This is just an overview and we have intentionally avoided going into great detail. Also keep in mind that depending on the kind of company you establish, the above mentioned steps may vary.