PERU Law and Practice Contributed by: Alvaro Echeandía, Alfred Kossuth Wieland, Pilar Santillán Meza and Rodrigo Varillas Cueto, Thorne, Echeandia & Lema Abogados
of first refusal in favour of the shareholders or the company. 3.2 Incorporation Process The incorporation process takes approximately three weeks and includes the following steps. • Search and reservation of the corporate name with the local public registry (not mandatory but recommended). • Subscription of the incorporation minute and by-laws by the founding partners. • Subscription of the directors’ acceptance letters (only if the corporation has a board of directors). • Payment of the initial capital (in the case of monetary contributions) or issuance of the valuation report (in the case of non-monetary contributions and credit rights). • Subscription of the public deed with a public notary. • Registration of the company with the local public registry. • Activation of the tax number, password and authorisation for the issuance of invoices with the tax authority. • Opening of the bank accounts. • Purchase and legalisation of the corporate books. • Issuance of the share certificates. 3.3 Ongoing Reporting and Disclosure Obligations Changes to management must be filed and reg - istered with the local public registry. Filing with the tax authority is only required if the represent - ative has tax powers. Amendment to articles of incorporation must be filed with the local public registry. Filing with the tax authority is only required in specific cases,
such as change of name, domicile or corporate purpose. Financial statements must be approved by the shareholders’ meeting and included in the cor - poration’s annual sworn statement filed with the tax authority. Legislative Decree 1372 establishes the obliga - tion of legal persons and/or legal entities (includ - ing private companies) to report the identifica - tion of ultimate beneficial owners before SUNAT (Peruvian tax authority). The ultimate beneficial owner is defined as a natural person who (i) holds at least 10% of the capital stock of the legal entity, or (ii) exercises effective control of the legal entity, by means other than ownership, in both cases, directly or indirectly. In case no one is identified under these criteria, it will be the person with the highest administrative position. The filing of the ultimate beneficiary statement is made gradually according to the deadline established by the tax authority by means of a superintendence resolution. 3.4 Management Structures One-tier (general manager) and two-tier (board of directors and general manager) management structures are available in the most common legal entities. A one-tier management structure is only avail - able in an SAC. Two-tier management structures
are mandatory in an SA and SAA. 3.5 Directors’, Officers’ and Shareholders’ Liability
Directors are unlimited and jointly liable before the corporation, the shareholders and third par - ties, for the damages caused by agreements or acts contrary to the law, the by-laws or those
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