To set up a company through a trading company in Peru, is required to follow some steps, which begin and end in the Public Records, more properly, the National Superintendency of Public Registries (SUNARP).
The first step is to find that there is inscribed a name that is the same or similar to another company incorporated above and having its starting current registration, which must be made in the Register of Legal Entities of the SUNARP.
To find if there is no coincidence between the name we choose, and another previously registered, pay the right to search and have the registration information.
If another company has already registered the name you want, we seek another and we put the same procedure, till we find one suitable to refer to our company.
When we found it, we immediately reserve preference over, for which the name chosen is reserved for us for a period of thirty days, within which no other company can register using the name chosen. It is very important that we present this term as to operate the protection of the name. The parties of the public deed must enter the public records prior to maturity. In other words, the whole process of constitution must end no later than thirty days.
Foreign companies seeking to establish a branch in Peru do not require taking this step, because their name is the same they have in their country of origin, which should only add the phrase «Branch of Peru».
Once we have the reserved name, proceed to prepare the draft of constitution, which is a private document containing the articles of incorporation and the statutory rules governing the activities of the company until its dissolution and liquidation. Peruvian law requires that the draft is approved by Attorney. That is, it must be signed by the partners and by a lawyer stating their name and enrollment tuition.
The minutes should be formalized and, for this, is brought before a Notary public to be raised as a public deed. The partners signed the deed and the notary sends it by parties to the Registry of Companies, for the respective entry. In Peru registration is constitutive. The society exists from registration, even if the acts before can be validated through the ratification of the competent corporate body within thirty days of enrollment produced.
In the case of micro and small enterprises the draft can be ignored, by going directly to the Notary constituting the company through a declaration of will from which certified copy serves as part of enrollment.
In presenting the draft to the notary, you must attach a copy of the personal papers of each of the partners, which can be as appropriate: a) National Identity Document (DNI) in the case of natural persons who are Peruvian and in Peruvian territory, b) Aliens license, passport business visa or authorization to sign contracts issued by the DIGEMIN or, if applicable, the power granted to them by third parties (notarial or consular) with the specific to sign the draft and deed, in the case of foreign partners. . Married people attached copy of the identity document of spouse.
If between partners is a domestic or foreign corporation, a certified copy must be submitted according the competent body, authorizing the representative to sign the draft and the deed on behalf of the company.
For the preparation of the draft of setting up a branch of a foreign company is required to have, in addition, the certificate of validity of the parent company in its country of origin, with proof of your social pact or your status you from establishing branches abroad, copy of articles of incorporation and bylaws or equivalent instruments in the country of origin, and a certified copy of the agreement to establish a branch in Peru, adopted by the competent corporate body of mainstream society. The latter shall specify what is the capital that is assigned to the branch, and the statement that the activities to be developed in Peru are within its purpose. Also required to note the place of domicile of the branch, the appointment of permanent legal representative in the country and the powers conferred upon him, and the expression of submission to the laws of Peru to meet the liabilities incurred by the branch in the country.
The notary receives the draft for public deed. If the capital contribution was in cash, attach evidence or proof of deposit of capital contributed in a checking account in the name of the company and if it is in assets, add valued the detailed inventory of the assets transferred. If there’s money and assets, will present the two documents indicated. Notary also overtakes the record of booking the name of the company issued by the SUNARP.
To raise public deed the draft of setting up a branch of a foreign company, there are two alternatives: a) do it through the Peruvian consul in the country of origin of the matrix b) Peruvian notary.
If you opt for the first alternative, it requires the signature of the consul be legalized by the Foreign Ministry in Peru. If you choose the second alternative should be that who appear to have enough of the parent company, to set up the branch and sign the draft and the deed. When granted consular power is also necessary that this is registered in the Register of Mandates, which is required to be incorporated in a deed of acceptance of order.
The notary, after signing the deed and verified compliance of the process, will send the parties Public Records and after obtaining the registration, issue a witness to the deed that will add copy of the entry of registration.
With the delivery of the testimony the manager of the new company, will have completed the process of incorporation.
There are other minor requirements, from the existence of the company, to which we shall refer in the next installment.
Continuar leyendo How to set a Company in Peru 2
Roberto Avalos Zelasco, Abogado
© Copyright Roberto Avalos Zelasco, 2014
Abogada española por la Universidad de Alcalá de Henares, Madrid. Realizó estudios de Administración Pública en la Universidad de Gotenburgo, Suecia. En el Perú estudió Derecho en la Universidad San Martín de Porres. Trabajó en el Poder Judicial de Gotemburgo en el área de Derecho Concursal. Experiencia con Derecho Internacional, Inmobiliario, Empresarial y Familia. Colegiada en el Colegio de Abogados de Lima y en Barcelona. Idiomas: sueco, inglés, alemán y castellano.