The legal and organisational forms frequently chosen by foreign investors to establish their business in Peru are a private corporation limited by shares (Sociedad Anónima Cerrada) and  a public joint-stock corporation (Sociedad Anónima Abierta).

Sociedad Anónima Cerrada

Private corporation limited by shares (Sociedad Anónima Cerrada) is established by at least two shareholders (physical and legal persons – residents or non-residents of Peru) and characterised as follows:

• corporation’s entire registered capital has to be subscribed by shareholders, and no less than 25% of the capital (US$1 is approximately PEN3.25) are paid up at the time of registration. Capital may be paid up both in cash (in national or foreign currency) and with other assets, including intangible assets, for example, patents, technical documentation, etc.;
• only registered shares may be issued;
• shares may not be publicly offered and transferred to third parties without the shareholders meeting’s approval;
• maximum number of shareholders is 20;
• corporation is managed by the Board of Directors to be elected at the general shareholders’ meeting. The number of the Board members is determined by the Charter or by a decision of the general shareholders’ meeting. Director is not required to be a shareholder of the corporation unless otherwise provided by the Charter. Foreigners may become directors;
• The Board of Directors may appoint managers unless the Charter provides that the decision of their appointment is made at the general shareholders’ meeting. A manager’s duties are provided for by the Charter or determined at the time of appointment.

Sociedad Anónima Abierta

Public joint-stock corporation (Sociedad Anónima Abierta) is established by at least two shareholders (natural and legal persons, residents or non-residents of Peru) and characterized as follows:

• corporation’s entire registered capital has to be subscribed by shareholders, and no less than 25% of the capital are paid up at the time of registration;
• both registered and bearer shares may be issued.
• shares may be publicly offered, transferred to third parties and listed on the stock exchange in Peru. In order to get registered on the stock exchange, the founders need to prepare a business plan, have it certified by a notary and deposit the business plan with the Peruvian Trade Register for subsequent publication to attract potential subscribers;
• subscribers are supposed to meet within six months from the date of depositing the business plan with the Trade Register;
• within 30 days from the date of the meeting, the corporation prepares the Memorandum of Association to be registered in the Trade Register of Peru;
• maximum number of shareholders is not limited;
• corporation is managed by the Board of Directors to be elected at the general shareholders’ meeting. The number of the Board members is determined by the Charter or by a decision of the general shareholders’ meeting. Director is not required to be a shareholder of the corporation unless otherwise provided by the Charter. Foreigners may become directors;
• The Board of Directors may appoint managers unless the Charter provides that the decision of their appointment is made at the general shareholders’ meeting. A manager’s duties are provided for by the Charter or determined at the time of appointment.

All Peruvian companies are required to obtain a business license in the municipality at the place of establishment, to register in the Taxpayers Register, to obtain a tax card and to maintain accounting records in Spanish. Accounting records are maintained in the national currency unless corporation is entitled to maintain them in foreign currency.

No authorisation is required to make foreign investments in any sector of the Peruvian economy but the currency used for corporation’s capital formation is subject to registration with the National Commission for Foreign Investment and Technology of Peru.

Dividends may be paid to shareholders only from actual profits (reserve capital, if any) provided that the company’s free assets are no less than the total share capital. Dividends are exempt from income tax. A foreign investor’s profit may be transferred abroad without restrictions.

Peruvian businesses pay income tax (regardless of where it is generated). In determining the tax base, costs related to services and intangible assets are free of any deductions.

Profit from sale of shares and other securities on the local stock exchange is exempt from tax.

Interest profit earned on loans to the Government of Peru and profits on any other fixed or floating interest rates in local or foreign currency generated from deposit transactions of the Peruvian banking system are exempt from income tax.

Peru is not a tax heaven or offshore jurisdiction, and a concept of Peru tax exempt company (and/or Peru offshore company, International Business Company, trust, foundation etc. registration) does not exist in Peru as such. A company formation in Peru could be arranged with a professional registered agent providing incorporation, virtual office and other corporate services in Peru. To set up a company in Peru is possible by correspondence, but to open a bank account in Peru will, most probably, require a personal visit.

Peru Double Taxation Agreements

Peru has entered into treaties with Brazil, Canada, Chile, Japan, Korea, Mexico, Portugal, and Switzerland regarding double taxation on income tax under the Organisation for Economic Co-operation and Development (OECD) Model.

In addition, Peru, as a member of the Andean Community of Nations (ACN), which also includes Bolivia, Colombia, and Ecuador, is subject to a double-taxation standard (based in source income and not on the OECD Model).

99 classical offshore, onshore and midshore jurisdictions of Europe, America, Middle East, Asia, Africa and Oceania‍