PERU Law and Practice Contributed by: Alvaro Echeandía, Alfred Kossuth Wieland, Pilar Santillán Meza and Rodrigo Varillas Cueto, Thorne, Echeandia & Lema Abogados
3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity Sociedad Anonima Ordinaria (SA) The most common type of corporate vehicle available in Peru is the Sociedad Anonima Ordi- naria (SA), which is equivalent to a corporation and is suitable for private and public companies, and for every type of business. The main characteristics of the SA are the fol - lowing. • It must be incorporated by at least two share - holders (natural persons or legal entities). • The liability of the shareholders is limited to their contributions to the capital. • The duration can be for a determined or inde - terminate term. • There is no legal requirement to allocate a minimum capital; however, depending on the activity conducted by the company (such as insurers, banks and custom agencies), minimum capital allocations can be required. Non-monetary contributions (with the excep - tion of services) and credit rights are also permitted. • The capital is divided into freely negotiable shares, unless the shareholders decide to limit temporarily such right in the by-laws or by a shareholders’ agreement. All the shares must be nominative, issued and paid in at least 25% of their nominal value. • Right of first refusal and tag/drag along rights are permitted. • The general shareholders’ meeting is the supreme corporate power of the company. Sociedad Anonima Cerrada (SAC) The SAC, or closely held corporation, is usually associated with small or medium-sized compa - nies and family businesses, although there are
no limitations to the amount of the capital or the commercial transactions that can be conducted. In addition to the previously described main characteristics of the SA, the SAC has the fol - lowing specific characteristics: • it cannot have more than 20 shareholders nor list its shares in the Public Register of the Securities Market; and • all shareholders have the right of first refusal unless the by-laws waive such right. Having a board of directors is optional. Sociedad Anonima Abierta (SAA) The SAA (open corporation) is usually associated with large companies that comply with at least one of the following requirements: (i) have 750 or more shareholders; (ii) have made a public primary offer of shares or obligations convertible to shares; (iii) have more than 35% of the capi - tal owned by 175 or more shareholders, without considering shareholders whose individual stock does not meet two per 1,000 or more than 5% of the capital; (iv) it is incorporated as an SAA; and (v) all the shareholders with voting rights unani - mously approve to adopt such corporate form. In addition to the previously described main characteristics of the SA, the SAA has the fol - lowing specific characteristics: • must register all its shares in the Public Reg - ister of the Securities Market; • is supervised and controlled by the Superin - tendence of the Securities Market (SMV); and • the shares cannot be subject to any of the following stipulations (i) limitations to the free transfer of the shares; (ii) any form of restric - tion to negotiate the shares; and (iii) any right
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