Decisions taken at headquarters often need local formalities before they work in Peru: resolutions, powers, capital changes and share transfers. We prepare the documents, coordinate notaries and the registry, and keep your Peruvian entity in good order.
Once the company is registered, its governance has to keep pace with the group: new managers, new signatories, more capital, new shareholders. Each change has a format and a sequence in Peru.
Shareholder and board resolutions drafted in Spanish, with English versions for headquarters when useful, and entered in the corporate books.
Appointment and revocation of managers and attorneys-in-fact, including powers granted abroad by the parent.
Capital increases and reductions, contributions in cash or in kind, and capitalization of intercompany balances.
Transfers between group companies or to new investors, with the shareholder register updated and tax effects reviewed.
Annual shareholders' meeting, approval of financial statements and other recurring corporate formalities.
Mergers, spin-offs and other restructurings, coordinated with tax planning and accounting.
The most common delay in corporate work for foreign groups is a document signed abroad in the wrong format. A power of attorney without an apostille, a resolution without an official translation or a signatory without proof of authority will be rejected by the notary or the registry.
A subsidiary acts through its own shareholders' meeting and managers. A branch acts through the foreign company and its permanent legal representative in Peru, so most changes start with a decision of the parent abroad.
Compare the vehicles on our incorporation page →Group legal teams need to know, at any time, who the shareholders are, who can sign and which powers are registered. We keep that information current and available in English.
| Record | What we maintain | Why it matters to the group |
|---|---|---|
| Shareholder register | Current shareholders, percentages and transfers | Supports group structure charts and beneficial ownership reporting |
| Registered powers | Who can sign, for which acts and with what limits | Avoids blocked bank operations and SUNAT procedures |
| Corporate books | Minutes of shareholder and board meetings | Evidence for auditors, banks and due diligence |
| Registry file | Status of the company's file at SUNARP | Confirms that changes approved abroad are effective in Peru |
The decision, who approves it, who signs and the intended effective date.
Current bylaws, registered powers and the accounting and tax effects of the change.
Drafts in Spanish (and English where useful), signature instructions for headquarters.
Notary, SUNARP registration, corporate books and notice to banks and SUNAT where needed.
A capital increase changes the balance sheet, a share transfer may have tax consequences and a new manager needs bank and SUNAT access. Because our lawyers and accountants work as one team, the corporate change, the accounting entry and the tax review are handled together. Many clients combine this service with accounting outsourcing.
One-off acts are quoted per matter. Recurring governance can be included in a monthly scope (see fees).
Quoted separately: notary fees, SUNARP registry fees, apostilles, official translations, shareholder disputes and complex transactions.
Usually not as they are. Resolutions and powers issued abroad must be apostilled (or legalized) and officially translated into Spanish, and many acts also require a public deed and registration with SUNARP before they take effect in Peru. We tell you the exact format before the documents are signed.
The general manager and any attorneys-in-fact with powers registered in Peru. We keep a register of who can sign what, and prepare new powers when people change, so banking and SUNAT procedures are not interrupted.
A branch must keep a permanent legal representative in Peru, appointed by the foreign company. Changes to that representative, or to the powers granted, are made by the parent and must be formalized and registered in Peru.
The shareholders approve the increase, the funds or assets are contributed and the change is formalized and registered. We coordinate the corporate steps with the accounting entries and with the evidence banks and SUNAT may request.
No. Notary fees, SUNARP registry fees, apostilles and official translations are third-party costs quoted separately in the proposal.
Describe the decision and who will sign. We will confirm the documents, the format required abroad and the steps in Peru.