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This section identifies the bureaucratic and legal hurdles an entrepreneur must overcome to incorporate and register a new firm in Peru.
The country data appearing on this page was collected as part of the Doing Business project, which measures and compares regulations relevant to the life cycle of a small- to medium-sized domestic business in 183 economies. The most recent round of data collection for the project was completed in June 2009.
The table below provides a summary of the procedures and the associated completion time and cost for setting up a standardized company. The table is followed by additional country-specific information on business registration requirements.
0.3% of capital + USD 15 for performing the registration + USD 08 per appointment of each director, manager or other representative, up to the limit of PEN 3,550 (equivalent to 1 UIT - Peruvian Tax Unit for FY 2009).
USD 90 (varies depending on the City Council where the company’s office is located)
Registration Requirements Details
Procedure 1.
Check the uniqueness of the proposed company name
Time to complete:
1 day
Cost to complete:
USD 1.47 per search and USD 5.58 per reservation. Based on UIT (Tax Unit) of S.3,550 as of January 01, 2009.
Name of Agency:
Comment:
Before the company name is selected, a search must be conducted in the Public Registry to verify that the name is unique. This search takes no more than a day. The proposed name may be reserved or blocked for 30 days in the Public Registry so that no other company can register the same name during that time.
Procedure 2.
Notarize company documents by a notary
Time to complete:
5 days
Cost to complete:
USD 200 notary fee (both fees depend on market conditions)
Name of Agency:
Comment:
The incorporation documents, duly authorized by an attorney and signed by the company’s shareholders, must be presented to the notary public. In turn, the notary drafts the public deed and files it with the Mercantile Registry in 30 days. Notary fees are up to 1% of capital, depending on the company size, the length of the public deed, and the initial capital contribution.
The incorporation documents must include, at least, (a) the company name; (b) its purpose and duration; (c) the company domicile; (d) the initial capital contribution; (e) the shares nominal value and the total number of shares; (f) the classes of shares, if needed; (g) the name, nationality, marital status, occupation, and residence of any individual shareholder; (h) the names of the initial directors, managers, and agents; and the (i) the date of startup operations.
Procedure 3.
Deposit at least 25% of capital in a bank and obtain proof thereof
Time to complete:
1 day
Cost to complete:
0.06% of transaction value
Name of Agency:
Comment:
Each share must be fully suscribed and at least 25% of its nominal value must be paid in. Payment may be made in cash, goods or real estate. It is recommended that the initial contribution be made in cash, in this case this is done by depositing the funds in a bank account and obtaining proof (most banks require a marginal deposit to open an account, USD 400 for example). Initial contributions in goods and real estate must be appraised and the appraisal must be approved by the board after the registration of the company and before the shares may be issued.
Procedure 4.
Register the incorporation documents with the local legal entities public registry
Time to complete:
1 day
Cost to complete:
0.3% of capital + USD 15 for performing the registration + USD 08 per appointment of each director, manager or other representative, up to the limit of PEN 3,550 (equivalent to 1 UIT - Peruvian Tax Unit for FY 2009).
Name of Agency:
Comment:
The notary public submits the notarized agreement, including the (a) the company‘s name; (b) capital stock and purpose; (c) the address of its head office and branches; (d) the name, nationality, marital status, occupation, and residence of any individual shareholder; (e) the names of directors; (f) capital structure and contributions; (g) proposed bylaws; (h) start date of company operations; and (i) proof of capital deposit in a bank account.
By law, every corporation (sociedad anónima) must have at least three directors and one manager, except for the closed corporation (sociedad anónima cerrada), which may choose not to have a board of directors.
Procedure 5.
The notary stamps the accounting book and the minute book
Time to complete:
1 day
Cost to complete:
USD 7 per book of no more than 100 pages. Most companies have between 5 and 9 of these books. Thus, the cost will range between USD 35 and USD 63.
Name of Agency:
Comment:
Procedure 6.
Obtain taxpayer identification number (Registro Unico del Contribuyente, RUC) at the National Superintendency of Tax Administration (Superintendencia Nacional de Administracion Tributaria, SUNAT)
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
Companies are no longer required to register with the Peruvian Institute of Social Security. Now they register with EsSalud. EsSalud and the Oficina de Normalizacion Previsional (ONP) are the state entities providing health and pension coverage, respectively. However, employees may elect to get this coverage from private companies. Contributions to the state social security system (EsSalud and ONP) are collected by the National Superintendency of Tax Administration, (Superintendencia Nacional de Administración Tributaria, SUNAT). No further action on the matter is required.
This taxpayer identification card is used to identify companies for tax purposes with the Peruvian government, including income tax, value-added tax, municipal tax, and any other fiscal matters. To register for the card, only the Unified Taxpayer Registry form must be duly completed and submitted, upon showing: (a) company incorporation documents; (b) original identification card of legal representative; and (c) original voucher of water or electric services of the registered office for one of the past 2 months. The company must indicate in the form what taxes will apply to its activities.
In addition, making the submission of electronic payroll books online without having to notify the MInistry of Labor. electronic notification of Ministry of Labor is done through SUNAT’s internal system of electronic notification. SUNAT became the front desk for all social and other contributions that private companies have to pay to comply with national tax regime in the country. None of payroll books need to be stamped physically, or Ministry of Labor needs to be visited for that matter. This procedure could be done in electronic format. Once the company is incorporated it will receive its taxpayer identification number (RUC) and a special login and password –“clave SOL”. This pass allows to undertake electronic payments and provide information through the web-based system; www.sunat.gob.pe. Additionally, since January 2008, there is electronic payroll system “Programa de Declaracion Telematica- PDT -601”. Todate, 98% of incorporated companies, both small and medium size, use this electronic system.
Procedure 7.
Obtain a Certificate of Compatibility from the District Council
Time to complete:
6 days
Cost to complete:
USD 40 depending on the District Council, some of them don’t charge for the certificate
Name of Agency:
Comment:
Companies must obtain a certificate of compatibility before obtaining a municipal license from the District Council (Procedure 10). The certificate of compatibility indicates that the proposed business is compatible with the area where its offices will be located and that these offices meet certain prerequisites, such as parking lots.
Procedure 8.
Obtain technical report of approval from the National Institute of Civil Defense (Instituto Nacional de Defensa Civil, INDECI)
Time to complete:
5-15 days
Cost to complete:
USD 2 per square meter (with a maximum of $1,000)
Name of Agency:
Comment:
According to law, all companies that plan to operate an office or any other kind of establishmentmust obtain a Technical Report of Approval from the National Institute of Civil Defense (Instituto Nacional de Defensa Civil, INDECI). The certificate is valid for a year. The technical inspection consists of complying with the minimum security conditions and identifying the risks from the facility or construction. This process is required to determine the basic equipment necessary to adequately react in case of emergency.
Most district governments request that companies obtain this report as a prerequisite to granting the municipal license to operate. As a result of accidents during 2003, the reports are more difficult to obtain, adding more time to companies whose activities concentrate people in their facilities.
Procedure 9.
Obtain municipal license from the City Council
Time to complete:
15 days
Cost to complete:
USD 90 (varies depending on the City Council where the company’s office is located)
Name of Agency:
Comment:
This procedure must be done after Procedures 6, 7, 8, and 9 are completed. A municipal license, required to operate commercially, is obtained from the municipality of the jurisdiction where the company is located. Some district councils require a provisional license while the permanent license is being processed. In most cases, the district council requires a copy of the incorporation documents, the public deed, the distribution plan, property title documents (if applicable) and the certificate of compatibility approved by the district council. Ordinance No. 857 simplified the license application process in the metropolitan municipality of Lima (Municipalidad Metropolitana de Lima). The certificate of compatibility, the technical approval report, and the definite business license can be obtained at the municipality in 7 days as part of a one-step process. In this municipality, the cost was also reduced and ranges from USD 30 to USD 150, depending on the company’s activities. However, this system is not operational Lima’s other 48 municipalities.
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