The typical path to scaling a company in Peru involves establishing a subsidiary or choosing an alternative before hiring employees. However, incorporating a subsidiary in another country can be challenging. Every step of the process involves time and money and requires a complete understanding of Peru subsidiary laws.
How to establish a Peru subsidiary
Companies conducting business in Peru must first determine what type of subsidiary they need to establish. One of the most common is a Sociedad Comercial De Responsabilidad Limitada (S.R.L), which is a limited liability commercial company. However, Sociedad Anónima is also a possibility, which is a standard corporation. The three types of standard Sociedad Anónima corporations are:
- Sociedad Anónima Ordinaria (S.A.)
- Sociedad Anónima Abierta (S.A.A.)
- Sociedad Anónima Cerrada (S.A.C.)
Peru subsidiary laws differ based on the type of subsidiary being established. In general, the country does not require a minimum share of capital. However, many financial institutions will require PEN 1,000 as a minimum deposit.
Another step in the incorporation process is opening a local bank account. Companies must deposit their capital contribution in either sol or another currency before operating. They will also need to register the company name and ensure it’s unique and available for registration.
Peru subsidiary laws
The General Law of Companies outlines Peru’s subsidiary laws. While the number of required shareholders will depend on the type of Peru subsidiary setup, under this law, the majority of corporations need at least 2 shareholders of any nationality when they incorporate who are either individuals or corporate legal entities. When establishing an S.A., all international shareholders will need at least 1 legal representative who is a Peruvian resident and is registered before the Peruvian tax authority.
Since a limited liability subsidiary is the most popular option, understanding the laws related to its setup is essential. An S.R.L. is a commercial partnership divided into equal parts. Every partner’s involvement is limited to the amount of their contribution. For an S.R.L, companies must have at least 2 but no more than 20 partners who can be of any nationality and do not have to live in Peru. The corporate name must include Sociedad de Responsabilidad Limitada or S.R.L.
Benefits of establishing a Peru subsidiary
Once a company has successfully established a legal subsidiary in Peru, the company can start operating in the country. With an S.R.L., liability between the subsidiary and the parent company arising from the Peru subsidiary and its operations is limited. Therefore, the parent company doesn’t have to worry about any losses or litigation. The subsidiary can also operate independently with its own structure, culture, and code of conduct.
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