Peru stands out in Latin America for its stable legal and economic environment, offering foreign companies favorable conditions to establish branches and operate locally. The process of setting up a branch (sucursal) is governed by the Peruvian General Corporations Law (Law No. 26887), and while it is administratively structured, it requires strict compliance with legal formalities.
Our legal partner in Peru, SOSLEGAL Abogados, provides expert support to foreign investors and companies throughout this process, ensuring full compliance with Peruvian regulations.
- Legal Nature of a Branch
A branch is an extension of a foreign legal entity, operating in Peru under the same legal personality. Although not a separate company, it must be registered locally and is subject to Peruvian laws for its operations, including tax, labor, and regulatory obligations.
- Governing Laws
The incorporation of a branch is primarily regulated by:
- General Corporations Law – Law No. 26887
- Civil Code of Peru
- SUNARP regulations (Public Registry Authority)
- Foreign Investment Promotion Law – Legislative Decree No. 662
- Documentation Requirements
To open a branch in Peru, the following documents from the parent company must be submitted:
- Articles of Incorporation and Bylaws of the parent company.
- Corporate Resolution authorizing the establishment of a branch in Peru, specifying:
- Decision to open the branch.
- Assigned capital (no legal minimum required).
- Branch activities.
- Appointment of a Peruvian legal representative.
- Registered address in Peru.
- Certificate of Good Standing demonstrating the legal existence and good standing of the parent company.
All foreign documents must be apostilled or legalized and translated into Spanish by a certified translator.
- Appointment of a Legal Representative
The branch must designate a legal representative domiciled in Peru, with powers to represent the company before public and private entities, sign contracts, and act in administrative or judicial matters.
- Step-by-Step Incorporation Procedure
The registration process includes:
- Document Preparation: Collect and legalize the required corporate documents.
- Drafting the Public Deed: Prepare a notarial deed in Peru with the branch’s incorporation details.
- SUNARP Registration: File the public deed and supporting documents with the Public Registry.
- Tax Identification (RUC): Register the branch with SUNAT, the tax authority.
- Municipal License: Obtain a local operating license from the municipality.
- Labor and Social Security Registration: Register with labor and social security authorities if employees are to be hired.
- Compliance and Legal Support
A branch must:
- Comply with Peruvian tax obligations, including income tax on Peruvian-source income.
- Maintain accounting books and submit financial statements annually.
- Operate within the limits set by the powers granted to its legal representative.
Our partner firm SOSLEGAL Abogados in Lima provides comprehensive legal services to foreign clients, from due diligence and document preparation to full representation before Peruvian authorities. Their specialized team ensures a seamless and compliant branch registration process.
Conclusion
Opening a branch in Peru offers significant strategic advantages for foreign businesses seeking market entry or expansion. With expert local guidance from SOSLEGAL Abogados, companies can navigate the regulatory landscape with confidence and efficiency.
For detailed legal assistance or to initiate the registration of a branch in Peru, please contact us or our partner firm law; Soslegal Abogados.