A foreign investor can own 100% of a Peruvian company in most sectors, there is no statutory minimum capital, and the whole process can be done without travelling to Peru by using an apostilled power of attorney. The usual vehicle is the Sociedad Anónima Cerrada (S.A.C.). Incorporation follows seven steps: plan, name reservation, capital contribution, bylaws, notarial deed, registration with SUNARP and tax registration (RUC) with SUNAT. When the documents from abroad are ready, the process typically takes two to four weeks.
Choosing the right vehicle
The General Corporations Law (Ley 26887, Ley General de Sociedades) offers several forms. For foreign investors the realistic options are:
| Vehicle | Shareholders | Key features |
|---|---|---|
| S.A.C. (closely held corporation) | 2 to 20 | Most common choice. Shares, board of directors optional, pre-emptive rights on share transfers |
| S.A. (corporation) | 2 or more | Mandatory board of directors; suited to larger or listed companies |
| S.R.L. (limited liability company) | 2 to 20 partners | Participations instead of shares; transfers require a public deed and registration |
| Branch (sucursal) | Owned by the foreign parent | No separate legal personality: the parent is liable for its obligations |
The EIRL (sole proprietorship company) is only available to an individual, so a foreign corporation cannot use it. The simplified S.A.C.S. (Legislative Decree 1409) allows only individuals as shareholders and is incorporated through SUNARP's online platform with a digital signature, which is usually impractical for non-residents. If you prefer a branch, see our guide on registering a foreign branch in Peru (in Spanish). For a deeper comparison of the S.A.C., read what an S.A.C. is and why it is popular.
Step 1: Validate the business plan and capital structure
Before drafting anything, define who the shareholders will be (individuals or a foreign parent), how much capital will be contributed, and whether part of the funding will come as shareholder loans. Peruvian law does not set a minimum capital for an S.A.C., but all capital must be subscribed and each share must be paid at least 25% at incorporation (LGS, arts. 52 and 84). Some regulated activities do impose minimums; for example, labour intermediation companies need 45 UIT (S/ 247,500 in 2026).
If you plan to fund the company with intercompany loans, remember that interest paid abroad is subject to withholding tax and, for larger companies, net interest is deductible only up to 30% of tax EBITDA. Companies with net revenue up to 2,500 UIT (S/ 13,750,000 in 2026) are outside that limit.
Step 2: Reserve the company name with SUNARP
The name reservation is filed online with SUNARP (the public registry). It blocks the name for 30 calendar days, which cannot be extended, while the deed is signed and filed. The fee is small; check the current amount in SUNARP's fee schedule (TUPA) before filing. Prepare two or three alternative names in case the first is too similar to an existing company.
Step 3: Arrange the capital contribution
| Type | How it is evidenced | Common pitfalls |
|---|---|---|
| Cash | Deposit into a bank account opened for the company in formation; the bank certificate is attached to the deed | Depositing into a personal account, which does not prove the contribution |
| In-kind (equipment, vehicles, etc.) | Detailed valuation report included in the deed, describing each asset | Missing serial numbers or values that cannot be supported |
Opening the provisional bank account from abroad is usually the slowest part, because banks apply enhanced due diligence to foreign shareholders. Plan for it from day one.
Step 4: Draft the articles of incorporation and bylaws
A Peruvian lawyer drafts and signs the minuta (the incorporation agreement plus bylaws). Key points for foreign investors:
- Corporate purpose broad enough for future activities.
- Governance: general shareholders' meeting, general manager and, optionally, a board of directors.
- Rules for virtual meetings and transfers of shares, including pre-emptive rights.
- Powers of the general manager, including banking and tax powers.
Our Spanish guide on how to incorporate an S.A.C. covers the content of the bylaws in more detail.
Step 5: Notarial deed
A Peruvian notary public converts the minuta into a public deed (escritura pública) and submits it electronically to SUNARP through the SID-SUNARP system. Foreign shareholders do not need to travel: they can sign a power of attorney abroad, apostilled under the Hague Convention (or legalised by a Peruvian consulate) and translated into Spanish by an official translator when issued in another language. A foreign corporate shareholder will also need an apostilled certificate of good standing and evidence of who can grant powers on its behalf.
Step 6: Registration with SUNARP
The company acquires legal personality when it is registered in the Companies Registry, which opens an electronic file (partida electrónica) for it. Registration time depends on the registry's workload and on whether the registrar raises observations; a clean filing is usually registered within a few business days.
Step 7: Tax ID (RUC) and electronic invoicing
Once registered, the company obtains its RUC (taxpayer number) from SUNAT, chooses its tax regime and activates its SOL credentials and electronic invoicing. The legal representative must provide a valid tax address. A virtual office can be used if there is a genuine lease and someone can receive SUNAT's inspections and notifications.
| Tax regime (2026) | Revenue limit | Corporate income tax |
|---|---|---|
| General Regime | None | 29.5% of net taxable income |
| MYPE Tax Regime (RMT) | Net revenue up to 1,700 UIT (S/ 9,350,000) | 10% on the first 15 UIT of net income (S/ 82,500); 29.5% on the excess |
| Special Regime (RER) | Revenue and purchases up to S/ 525,000 a year each | 1.5% of monthly net revenue |
The MYPE Tax Regime is not available to companies that are economically related to entities whose combined revenue exceeds the limit, and the RER excludes many professional and other activities; check eligibility before choosing. VAT (IGV) applies at 18% in 2026 (15.5% IGV plus 2.5% municipal promotion tax). Dividends paid to non-resident shareholders are subject to a 5% withholding tax. For a comparison of regimes see MYPE Tax Regime vs. General Regime (in Spanish).
After incorporation: first-month compliance
- Monthly filings: VAT and income tax prepayments are filed every month, even with no sales.
- Accounting books: the company must keep accounting records from the start; depending on revenue, they must be electronic.
- Beneficial ownership: companies must file the ultimate beneficial owner return. Under SUNAT's current schedule, entities that register their RUC up to 30 November 2026 file in November 2026; check the deadline that applies to later registrations.
- Payroll: if you hire staff, register them in SUNAT's payroll systems from their first day.
- Bank account: convert the provisional account into an operating account once the company is registered.
Many foreign-owned companies outsource these tasks; see accounting services in Peru for foreigners. For a broader view of the market, read doing business in Peru: opportunities and challenges (in Spanish).
Common mistakes
- Sending powers of attorney without apostille or official translation, which the notary will reject.
- Letting the 30-day name reservation expire before the deed is filed.
- Choosing the MYPE regime by default without checking the related-party test.
- Appointing only non-resident managers, which complicates SUNAT procedures, bank signatures and receipt of notifications.
- Funding the company only with shareholder loans without analysing withholding tax and interest deductibility.
- Forgetting the first monthly tax returns because the company has no sales yet.
Frequently asked questions
Can foreign shareholders own 100% of the company?
Yes, in most sectors. Restrictions apply to specific activities, such as broadcasting and commercial air transport, and the Constitution limits foreigners' acquisition of property within 50 km of the borders.
Is there a minimum paid-in capital?
There is no statutory minimum for an S.A.C., but every share must be at least 25% paid at incorporation. Some regulated activities set their own minimums.
Does the general manager need to live in Peru?
The law does not require Peruvian nationality or residence, but in practice you should appoint a resident manager with a Peruvian ID or foreigner's card to handle SUNAT, banks and notifications.
Can I open a bank account without visiting Peru?
It is possible through a local attorney-in-fact, but each bank sets its own due-diligence requirements and some may ask for in-person verification.
How long does the process take?
With apostilled documents ready, two to four weeks is typical. Delays usually come from documents issued abroad and from the bank account.
Lynch handles the full incorporation process for foreign investors, from the bylaws and powers of attorney to SUNARP registration and the first tax filings, through our company incorporation service in Peru. Once the company is running, our tax advisory team in Lima helps you choose the right regime and stay compliant.
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