Corporate Legal Expertise in Peru

Our attorneys specialize in corporate law, mergers and acquisitions, and joint ventures. Many have served as in-house counsel for major Peruvian companies and currently sit on their boards. This hands-on experience allows us to advise Boards of Directors and CEOs on high-level strategic decisions.

 

Business Registration  and Incorporation Services

We help foreign companies establish a legal presence in Peru through:

• Business registration and incorporation
• Branch office setup
• Entity selection based on tax and legal analysis
• Fast turnaround and cost-effective solution

 

Types of Business Entities in Peru

• Sociedad Anónima (S.A.): The most common and recommended structure.
•  Sociedad Anónima Cerrada (S.A.C.): Similar to the S.A., but without a Board of Directors.
• Sociedad Anónima Abierta (S.A.A.): Designed for companies whose shares trade on the stock exchange.
• Sociedad Comercial de Responsabilidad Limitada (S.R.L.): A partnership-style entity.
• Peruvian Branch Office: Foreign companies may also establish a local branch.

Shareholders appoint the Board of Directors during a formal meeting. The board must include at least three members. Foreigners and non-residents are allowed to serve as board members.
The CEO, legally referred to as the Gerente General, is appointed either by the Board of Directors or by the shareholders. Although Peruvian nationality is not required, the CEO must obtain a work visa and receive authorization from immigration authorities, as they act as the company’s legal representative before third parties and government entities.

 

Corporate Governance and Compliance in Peru

Legal Foundations of Corporate Governance in Peru

Peruvian corporate governance is guided by principles issued by CONASEV, MEF, SBS, BVL, and CONFIEP, inspired by OECD standards. These principles emphasize transparency, accountability, and equitable treatment of shareholders.
Key pillars:

• Board responsibilities: Defined roles, risk oversight, and ethical leadership
• Shareholder rights: Equal access to information and voting mechanisms
• Disclosure and transparency: Mandatory reporting and financial integrity
• Stakeholder engagement: Recognition of broader social and environmental impact

These principles are voluntary but widely adopted by listed and non-listed companies seeking to enhance institutional credibility and investor confidence.

 

Compliance Under Peruvian Law

Compliance in Peru has evolved from a soft concept to a legally binding obligation. The cornerstone is Law No. 30424 (2016), which introduced corporate administrative liability for crimes such as transnational bribery. This law was strengthened by Law No. 31740 (2023), which expanded the scope and enforcement mechanisms.

Core requirements:

• Implementation of a prevention model: Companies must adopt internal controls, risk assessments, and training programs
• Designation of a compliance officer: Responsible for monitoring and reporting
• Exemption clause: Firms with effective compliance programs may be exempt from liability