PERU Trends and Developments Contributed by: Walter Aguirre, Aguirre Abogados & Asesores
Non-Resident Franchisors Doing Business in Peru The Peruvian Constitution provides that domestic and foreign investments are subject to the same condi - tions within the country. Additionally, Law No 26887, the Business Corpora - tions Act, governs the operation of companies in Peru. The most commonly used corporate structure for both local and foreign investors doing business in Peru is the closely held corporation ( sociedad anónima cer- rada – SAC), which is characterised by: • a minimum of two and a maximum of 20 share - holders, who may be individuals or legal entities, domestic or foreign; • the board of directors (optional); and • a restriction on the transfer of shares. It is important to highlight that there is no minimum capital requirement for Peruvian companies, nor are there any limits on foreign ownership of shares. Trends for 2026–27 and Conclusions Peru enters a new political chapter with the election of President Keiko Fujimori and the beginning of the 2026–31 administration, offering an important oppor - tunity to reinforce confidence, institutional continuity and constructive engagement with the private sector. For foreign investors, the orderly democratic transition comes at a time when the country retains many of its longstanding economic strengths: a credible central bank, substantial international reserves, a manage - able public-debt burden, deep integration into global markets and significant opportunities in mining, infra - structure, energy, agribusiness, logistics, digital ser - vices and franchising. The near-term macroeconomic outlook provides a solid foundation for this renewed momentum. In its March 2026 Inflation Report, the Central Reserve Bank of Peru projected real GDP growth of 3.0% in both 2026 and 2027, alongside end-of-period inflation of 2.0% in each year – consistent with price stability and the midpoint of the bank’s target range. The same report forecast 5.0% growth in private investment in both years, indicating that capital formation could become an increasingly important driver of econom -
contingencies that may arise during the term of the agreement. The process begins by understanding the business, analysing the relevant industry and assess - ing the franchisor’s economic activity. Next, the spe - cific regulatory framework applicable to the franchise sector must be identified, allowing the parties to define the key focus areas for conducting a thorough due diligence review. Without prejudice to the mandatory financial, opera - tional and commercial review, from a legal standpoint it can be considered essential to evaluate, at a mini - mum, the following aspects: • the franchisor’s ownership of intellectual property rights within the country; • the legal framework and regulatory requirements applicable to the specific industry in which the franchise will operate; • the related tax considerations; • the lease agreement for the commercial premises; and • the prospective franchise agreement. On the other hand, the franchisor should evaluate the franchisee’s financial and operational background, as well as its experience in managing the business, since – among other considerations – they will be granted a licence to use the brand, and any breach by the franchisee could severely damage the reputation of the franchise system in the market. Therefore, due diligence must be a secure and effec - tive process not only for determining the accurate pro - file of each party and identifying potential risks in the business relationship, but also as a strategic manage - ment tool for both franchisor and franchisee. It ena - bles a comprehensive understanding of the industry and provides solutions to mitigate the impact of identi - fied contingencies. From the franchisee’s perspective, and in the absence of specific franchise regulation, conducting thorough due diligence of the franchise system prior to signing any documents or making any investments is absolutely essential.
72 FRANCHISING 2026
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