Yes, you can set up a company in Peru remotely. Foreign investors can incorporate a Sociedad Anónima Cerrada (S.A.C.) without visiting the country by using a Consular Power of Attorney. This guide covers the legal structure, registration process, and ongoing compliance requirements for remote business owners.
S.A.C. Company Structure
The Sociedad Anónima Cerrada (S.A.C.) is the most common corporate structure for foreign investors in Peru. It is a closely held corporation designed for companies with a limited number of shareholders. Unlike the standard S.A., the S.A.C. does not require a board of directors, which simplifies governance and reduces administrative overhead.
Ownership and Shareholder Rules
Peruvian law permits 100% foreign ownership in virtually every sector. There is no requirement to have a local partner or a Peruvian national as a shareholder. However, an S.A.C. requires a minimum of two shareholders. A single individual cannot own 100% of an S.A.C. If you are a sole entrepreneur, you should consider the E.I.R.L. (Empresa Individual de Responsabilidad Limitada), which allows one natural person to own the entire company.
Why Choose S.A.C. for Remote Setup
The S.A.C. is ideal for remote incorporation because its bylaws can be tailored to your specific business needs without complex board meetings. The structure is flexible, allowing you to define the corporate purpose and share capital freely. Peru Legal Setup assists clients in drafting bylaws that align with their international business goals while ensuring compliance with Peruvian corporate law.
SUNARP Registration Process
Registration with SUNARP (Superintendencia Nacional de los Registros Públicos) is the step that formally brings your company into legal existence. This process involves several distinct stages that must be completed in order. While the entire process can be managed remotely, understanding each step helps you prepare the necessary documents efficiently.
Step 1: Power of Attorney
If you are signing documents from abroad, you must grant a Consular Power of Attorney. Natural person shareholders sign this document before a Peruvian Consulate in their home country. Corporate shareholders issue a resolution along with a good standing certificate and a certificate of incumbency. This document authorizes a local representative to sign the public deed of incorporation on your behalf.
Step 2: Name Reservation and Bylaws
Once the power of attorney is registered, the next step is to reserve the company name with SUNARP. We check availability and secure your preferred name. Following this, we draft the bylaws and incorporation minutes, defining the corporate purpose, share capital, and officer powers. The public deed of incorporation is then executed before a notary in Lima using your power of attorney.
Step 3: Registration and Tax ID
After the notarial deed is signed, the company is registered with SUNARP. This typically takes up to 7 business days. Once registered, the company obtains its RUC (Registro Único de Contribuyentes), which is its Tax ID from SUNAT. The RUC is required to issue invoices, pay taxes, and sign contracts in Peru. In parallel, the company's corporate books, such as the share register and minutes book, are legalized before a notary.
| Structure | Minimum Shareholders | Board of Directors | Best For |
|---|---|---|---|
| S.A.C. | 2 to 20 | Not Required | Subsidiaries and closely held companies |
| S.A. | 2 or more | Required | Larger companies with capital-raising plans |
| E.I.R.L. | 1 Natural Person | Not Required | Sole individual entrepreneurs |
Legal Representative Requirements
Peruvian corporate law requires every foreign-owned company to maintain an active tax representative and a registered fiscal domicile at all times. These are not one-time steps; they are ongoing obligations that must remain current for your company to stay in good standing with SUNAT. Without a local legal representative, your company cannot operate legally or open a bank account.
The Role of the Legal Representative
A legal representative is a local individual or entity appointed to act on behalf of the company in legal and administrative matters. This person signs documents, receives official communications, and ensures compliance with local regulations. For remote owners, hiring a professional legal representative is essential. They bridge the gap between your international business expectations and the legal requirements of the Peruvian system.
Fiscal Domicile and Compliance
SUNAT requires every business to have a fiscal domicile, which is a real address in Peru where official documents are delivered. This address must be registered with the tax authority. Peru Legal Setup provides periodical services to keep your business legally compliant and operational in Peru. These services ensure that your tax representative and fiscal domicile remain active, allowing you to manage your company from abroad without worrying about local administrative lapses.
Key Takeaways
- You can incorporate a company in Peru 100% remotely using a Consular Power of Attorney.
- The S.A.C. is the preferred structure for foreign investors, requiring 2 to 20 shareholders and no board of directors.
- Single individuals cannot own an S.A.C.; they should use an E.I.R.L. instead.
- Registration with SUNARP typically takes up to 7 business days after the notarial deed is signed.
- Every foreign-owned company must maintain an active tax representative and a registered fiscal domicile.
- Obtaining a RUC (Tax ID) from SUNAT is mandatory for issuing invoices and paying taxes.
- Ongoing compliance is critical; failing to maintain local representation can result in fines or deregistration.
- Peru Legal Setup handles the full incorporation process, from bylaws to RUC, allowing you to operate without visiting Peru.
Frequently Asked Questions
Can I own 100% of a company in Peru?
Yes, Peru welcomes foreign investment with 100% ownership rights in virtually every sector. However, the specific corporate structure matters. An S.A.C. requires at least two shareholders, so a single individual cannot own 100% of an S.A.C. If you are a sole entrepreneur, you should incorporate an E.I.R.L., which allows one natural person to own the entire company.
Do I need to visit Peru to incorporate a company?
No, you do not need to visit Peru. The entire incorporation process can be managed remotely. You will need to sign a Consular Power of Attorney before a Peruvian Consulate in your home country. This document authorizes a local representative to sign the public deed of incorporation on your behalf. Peru Legal Setup coordinates this process directly with you to ensure the document arrives in the correct form.
How long does it take to register a company in Peru?
A straightforward incorporation typically closes within 3 to 6 weeks once all documents are in hand. The registration with SUNARP itself takes up to 7 business days. The total timeline depends on how quickly you can provide the required documents, such as the Consular Power of Attorney and corporate shareholder resolutions.
What is a fiscal domicile in Peru?
A fiscal domicile is a real address in Peru where your company is registered with SUNAT. It is the location where official tax documents and communications are delivered. Every business in Peru is required to have a registered fiscal domicile. This address must be maintained and kept current for your company to remain in good standing with the tax authority.
Do I need a local legal representative?
Yes, Peruvian corporate law requires every foreign-owned company to maintain an active tax representative. This representative acts on behalf of the company in legal and administrative matters. They are essential for signing documents, receiving official communications, and ensuring compliance with local regulations. Without a local representative, your company cannot operate legally.
Can I open a bank account remotely?
Opening a corporate bank account is required to deposit share capital and begin operating. While the incorporation process can be done remotely, bank account opening often requires a physical visit by the legal representative or authorized signatories. Peru Legal Setup guides you through bank options and requirements to help you navigate this step efficiently.
What are the ongoing compliance requirements?
Ongoing compliance includes maintaining an active tax representative and a registered fiscal domicile. You must also file periodic tax returns and keep your corporate books up to date. These are not one-time steps; they are continuous obligations. Peru Legal Setup offers periodical services to keep your business legally compliant and operational in Peru without requiring you to relocate.
Conclusion
Setting up a company in Peru remotely is a viable and efficient strategy for foreign investors. By choosing the right corporate structure, such as an S.A.C. or E.I.R.L., and ensuring ongoing compliance with local legal requirements, you can establish a solid legal foundation for your business. The key is to work with a trusted local partner who understands the nuances of Peruvian corporate law and can manage the process end to end.
Peru Legal Setup is your trusted legal partner in Peru. We offer a free 45-minute consultation to help you determine the best structure and plan for your specific business needs. Whether you are looking to incorporate a new company or set up a fiscal domicile, our team is committed to delivering reliable and personalized legal solutions. today to start your journey in Peru.