Yes, you can buy an already incorporated company in Peru. This method, often called acquiring a shelf company, allows you to skip the standard 3 to 6 week incorporation timeline. You acquire an existing legal entity and restructure it to fit your business model. This guide covers the acquisition process, share transfer procedures, and essential due diligence steps for foreign investors.
Acquiring Existing Companies
Acquiring an existing company is a strategic alternative to forming a new entity from scratch. In Peru, this typically involves purchasing a Sociedad Anónima Cerrada (S.A.C.) or an Empresa Individual de Responsabilidad Limitada (E.I.R.L.). A shelf company is a legal entity that has been incorporated but has not yet conducted active business operations. These entities are often maintained in good standing with the tax authority, SUNAT, and the corporate registry, SUNARP.
Why Choose a Shelf Company?
The primary advantage is speed. Standard incorporation in Peru requires drafting bylaws, notarizing documents, and registering with SUNARP. This process typically takes 3 to 6 weeks. By purchasing an existing company, you can bypass the initial formation steps. You still need to update the company's purpose and shareholders, but the entity already exists legally. This is ideal for entrepreneurs who need to sign contracts or open bank accounts immediately.
Structural Options
Most foreign investors choose the S.A.C. structure. It is designed for closely held companies and does not require a board of directors. An E.I.R.L. is suitable for sole proprietors who want limited liability. When buying a shelf company, you are essentially buying the corporate shell. You must ensure the entity has no hidden liabilities. Peru Legal Setup offers pre-incorporated shelf companies that are ready for immediate transfer. This allows you to manage the setup remotely without traveling to Lima.
Shareownership Transfer Procedures
Transferring ownership of a Peruvian company involves a formal legal process. You cannot simply sign a private agreement. The transfer must be executed through a public deed before a notary public. This deed records the sale of shares or the change in ownership of the E.I.R.L. The document must be registered with SUNARP to become effective against third parties.
The Notarial Process
Registration with SUNARP
After the notary executes the deed, it must be filed with SUNARP. This registration updates the public corporate registry. It officially changes the shareholder record. The process typically takes a few business days. Once registered, the new owner has full legal control of the company. You should also update the company's internal books, such as the share register, to reflect the new ownership.
Due Diligence Requirements
Due diligence is the most critical step when buying an existing company. You are assuming the legal history of the entity. If the company has unpaid taxes, pending lawsuits, or regulatory violations, you inherit those liabilities. A thorough review ensures you are buying a clean asset.
Tax and Regulatory Compliance
You must verify the company's status with SUNAT. Request a certificate of tax compliance. This document confirms that the company has no outstanding tax debts. You should also check for any pending audits or investigations. A clean tax record is essential for opening a bank account and issuing invoices. Peru Legal Setup can help you review the company's compliance history before you close the deal.
Corporate and Legal History
Review the company's bylaws and minutes. Ensure that the current shareholders have the authority to sell. Check for any restrictions on share transfer in the bylaws. You should also search for any pending litigation involving the company. A legal search in the Peruvian judicial system can reveal active lawsuits. This step protects you from unexpected legal burdens.
| Factor | New Incorporation | Shelf Company Acquisition |
|---|---|---|
| Timeline | 3 to 6 weeks | 1 to 2 weeks (for transfer and updates) |
| Initial Cost | Notary and registration fees | Purchase price plus transfer fees |
| Customization | Fully custom bylaws and purpose | Requires amendment of existing bylaws |
| Risk | Low (clean start) | Medium (requires due diligence) |
Key Takeaways
- Buying a shelf company in Peru is a valid and common strategy for foreign investors.
- The S.A.C. is the most popular structure for foreign-owned subsidiaries.
- Share transfers require a public deed before a notary and registration with SUNARP.
- Remote signing is possible through a Consular Power of Attorney.
- Due diligence is essential to avoid inheriting tax or legal liabilities.
- Peru Legal Setup provides pre-incorporated companies and handles the transfer process.
- Standard incorporation takes 3 to 6 weeks, while shelf acquisition is faster.
Frequently Asked Questions
Can I buy a company in Peru remotely?
Yes. You can sign the necessary documents, including the power of attorney and the share transfer deed, before a Peruvian Consulate in your home country. This allows you to complete the purchase without traveling to Peru.
What is the difference between a S.A.C. and an E.I.R.L.?
A S.A.C. is a closely held corporation that can have multiple shareholders. An E.I.R.L. is a sole-owner company with limited liability. The S.A.C. is generally preferred for foreign investors who may want to bring in partners later.
How long does the share transfer process take?
Once the documents are ready, the notarial process and SUNARP registration typically take a few business days. The total timeline depends on how quickly you can coordinate the signing of the power of attorney.
Do I need a local representative to buy a company?
You do not need to live in Peru, but you need a local representative to sign documents on your behalf if you are abroad. This can be a lawyer or a trusted individual authorized by a power of attorney.
What are the risks of buying a shelf company?
The main risk is inheriting hidden liabilities, such as unpaid taxes or pending lawsuits. Thorough due diligence is required to mitigate these risks. Always verify the company's tax compliance and legal history.
Can I change the company name after buying it?
Yes. You can change the company name and corporate purpose as part of the post-acquisition restructuring. This requires a new public deed and registration with SUNARP.
Conclusion
Buying an already incorporated company in Peru is a practical solution for entrepreneurs who need speed and flexibility. It allows you to bypass the initial formation delays while maintaining full legal control. The key to success lies in proper due diligence and correct execution of the share transfer. Peru Legal Setup specializes in providing clean shelf companies and managing the remote acquisition process. We ensure that your new entity is compliant and ready for business. To start your acquisition, book a free consultation with our team.