Best Investment & Business Structuring Lawyers in Peru

1. About Investment & Business Structuring Law in Peru

Investment and business structuring law in Peru governs how foreign and domestic investors form, organize, and operate businesses within the country. It covers entity formation, governance rules, cross-border ownership, mergers and acquisitions, and compliance with tax, labor, and regulatory regimes. The framework also includes rules for public procurement, investment incentives, and dispute resolution related to corporate activities.

For investors, understanding the landscape helps minimize risk when selecting a business structure, funding arrangements, and entry strategy. Peruvian law recognizes several common corporate forms, such as Sociedad Anónima (S.A.) and Sociedad de Responsabilidad Limitada (SRL), each with distinct governance and reporting requirements. The system also includes specific provisions for foreign investment, transfer pricing, and cross-border repatriation of profits.

Key regulatory bodies shape the environment, including the tax authority, government agencies that oversee investments in public works, and chambers of commerce. Practical issues include registering with the tax authority, obtaining a legal representative, and preparing corporate bylaws that align with Peruvian corporate practice. This guide highlights practical considerations that residents and foreign investors should know when structuring a business in Peru.

Source: Peru's investment framework emphasizes formal registration, corporate governance, and compliance with tax and procurement rules. See ProInversión and SUNAT for investor guidance. ProInversión • SUNAT

2. Why You May Need a Lawyer

• Forming a Peruvian company for a concession bid with ProInversión. A foreign client planned to bid on a hydroelectric concession. They required a local entity, leadership structure, and a shareholder agreement that complied with Peruvian corporate law and bid rules.
• Structuring a joint venture with a Peruvian partner. A cross-border technology company wanted to invest through an SRL with a local partner, necessitating a detailed shareholder agreement, governance framework, and compliance with transfer pricing rules.
• Conducting a merger or spin-off of Peruvian entities. A portfolio restructurer sought to merge two Peruvian subsidiaries into one entity to optimize tax and reporting. This required careful adherence to the Ley General de Sociedades and related regulations.
• Registering for tax and obtaining the RUC for a new operation. A manufacturing unit needed immediate SUNAT registration, RUC assignment, and VAT considerations to avoid delays in production and invoicing.
• Navigating public procurement for a government project. A construction firm pursued a government contract under the Ley de Contrataciones del Estado, requiring bid-structure, compliance programs, and contract negotiations.
• Planning cross-border profit repatriation and tax efficiency. A multinational entity sought to structure intercompany charges and transfer pricing in line with Peruvian standards and OECD-aligned practices.

3. Local Laws Overview

Ley General de Sociedades (Law No. 26887) governs corporate formation, ownership, governance, and dissolution of Peruvian companies. It sets standards for shareholding, meetings, and fiduciary duties of directors and officers. Investors frequently consult the Reglamento de la Ley General de Sociedades for implementation details and recent amendments. Recent reforms have focused on transparency and corporate governance requirements.

Ley de Contrataciones del Estado (Law No. 30225) regulates public procurement and contracting with the government. It establishes bidding procedures, evaluation standards, and contract management for public projects. The law is central to investment projects that involve government concessions or public works. Updates in recent years have aimed to modernize procurement processes and reduce bureaucratic delays.

Código Tributario y Ley del Impuesto a la Renta govern tax compliance for businesses in Peru. The SUNAT administers tax collection, determines tax liabilities, and oversees corporate reporting. These frameworks affect how investment structures are planned to optimize legitimate tax positions. Regular updates reflect changes in tax rates, incentives, and compliance obligations.

Source: Official Peruvian sources outline corporate, procurement, and tax regimes applicable to business structuring. See SUNAT for tax rules and ProInversión for investment guidelines. SUNAT • ProInversión

4. Frequently Asked Questions

What is the first step to form a Peruvian company?

The first step is choosing the appropriate entity type (for example SRL or S.A.) and preparing the articles of incorporation. You will then register the company with the National Registry and obtain a tax identification number (RUC) from SUNAT.

How do I choose between an S.A. and an SRL in Peru?

An S.A. suits larger capital structures and more complex governance, while an SRL is simpler and often preferred for small to medium enterprises. Consider ownership flexibility, minority protections, and future fundraising needs.

How much does it cost to register a company in Peru?

Do foreign investors need a local partner to invest in Peru?

Foreign investors may operate independently but often benefit from a local partner for regulatory, market access, and language considerations. A well-structured partnership agreement helps manage governance and dispute risk.

Is a RUC required for Peruvian business operations?

Yes. All businesses must obtain a Registro Único de Contribuyentes (RUC) from SUNAT to engage in taxable activities. The RUC is essential for invoicing, payroll, and tax reporting.

When can I start a business project after registration?

Registration is the first milestone. You can commence operations once you have a business license, if required, and bank accounts, along with any sector-specific authorizations.

Where do I file articles of incorporation in Peru?

You file with the local public registry and ensure compliance with the Regimen of the Ley General de Sociedades. A Peruvian attorney often handles the formal filing and notarization steps.

Can I restructure my Peruvian company through a merger?

Yes. A merger or spin-off requires board approvals, notary execution, and registration with the registry. Ensure compliance with the Ley General de Sociedades and updated corporate governance requirements.

What is the typical timeline for a corporate merger in Peru?

For straightforward mergers, plan 6 to 12 weeks from negotiation to registration, depending on due diligence and regulator approvals. Complex cross-border deals can take longer.

Should I hire a local lawyer for cross-border investments?

Yes. A local lawyer helps with entity selection, regulatory approvals, tax planning, and cross-border contracts. They can coordinate with local notaries, banks, and authorities.

What is the difference between a branch and a subsidiary in Peru?

A branch is an extension of a foreign company doing business in Peru, while a subsidiary is a Peruvian entity owned by a foreign parent. Subsidiaries offer clearer liability separation and local governance.

Do I need any special licenses to export Peruvian products?

Export licenses or registrations depend on the product category and destination. The government provides sector-specific export requirements and approval processes through MEF and SUNAT.

5. Additional Resources

• ProInversión - Official government agency that promotes private investment in public works and concessions. Function: facilitates investment opportunities, tender processes, and regulatory alignment for concessions. https://www.proinversion.gob.pe
• SUNAT - National tax authority responsible for tax collection, RUC registration, and compliance for businesses. Function: issue RUC, determine tax liabilities, and provide guidance on reporting. https://www.sunat.gob.pe
• MEF - Ministerio de Economía y Finanzas; sets macroeconomic policy and oversees fiscal rules affecting business structuring and investment incentives. Function: policy formation, fiscal planning, and regulatory guidance for investors. https://www.mef.gob.pe

6. Next Steps

1. Clarify your investment goals and preferred corporate form. Decide whether you will use an SRL, S.A., or another structure based on ownership, governance, and funding needs. Allow 1-2 days for internal discussions.
2. Collect essential documents for onboarding a Peruvian lawyer. Gather corporate identity, control documents, passports for foreign owners, and initial business plan. Expect 1 week to compile.
3. Research and shortlist Investment & Business Structuring lawyers in Peru. Prioritize those with recent cross-border experience and strong familiarity with Peruvian procurement and tax rules. Allocate 1-2 weeks for outreach.
4. Schedule initial consultations and set expectations. Discuss scope, fees, timeline, and potential risks. Aim for 1-2 weeks to complete the initial round of advice.
5. Review engagement letters and fee structures carefully. Confirm hourly rates, fixed fees for set tasks, and any retainer arrangements. Ensure clarity on milestones and deliverables. 1 week is typical for this step.
6. Engage counsel and begin drafting constitutional documents and filings. Your lawyer should prepare articles of incorporation, by-laws, and initial resolutions. Allow 2-4 weeks for preparation and signature processes.
7. Submit filings and obtain RUC and necessary licenses. Your lawyer can coordinate with SUNAT, the registry, and sector regulators. Expect 2-6 weeks depending on the complexity and approvals needed.