Countries › Peru › Guide › 4. Entities and setup › Choosing a legal entity in Peru: S.A.C., S.A., S.R.L., branch, S.A.C.S. or E.I.R.L., with capital, registry fees and beneficial ownership

Choosing a legal entity in Peru: S.A.C., S.A., S.R.L., branch, S.A.C.S. or E.I.R.L., with capital, registry fees and beneficial ownership

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Last verified: 2026-10-28 · Status: Changing

Most foreign investors in Peru use a sociedad anónima cerrada (S.A.C.): two shareholders, domestic or foreign companies or individuals, no legal minimum capital, 25 percent of each share paid in and deposited in a Peruvian bank at signing, and no board required. The alternatives are the ordinary S.A. (board of at least three), the S.R.L. (up to twenty partners) and a branch of the foreign parent, which has no separate personality so the parent answers for its debts; the online S.A.C.S. and the one owner E.I.R.L. are closed to corporate shareholders. Formation runs through a notarial deed filed on SUNARP's SID platform, registry fees are a small percentage of the UIT plus 0.3 percent of capital, and every new company must also file a beneficial ownership declaration with SUNAT.

USD figures use S/ 3.446 per US dollar, the banking system selling rate published by the Superintendencia de Banca, Seguros y AFP for 26 October 2026, the latest value shown in the Banco Central de Reserva del Perú statistics series PD04640PD on the verification date. Fees stated as a percentage of the UIT use the 2026 UIT of S/ 5,500 (Decreto Supremo Nº 301-2025-EF). Conversions are for orientation only.

Key facts

Minimum number of partners, S.A., S.A.C. and S.R.L.	2 shareholdersLey 26887 art. 4, as of 2026-10-28 · in force
Legal minimum capital, S.A. and S.A.C.	None PENLey 26887 art. 51 and 52, as of 2026-10-28 · in force
Minimum paid in per subscribed share at formation, S.A.	25 %Ley 26887 art. 52, as of 2026-10-28 · in force
Minimum board size, ordinary S.A.	3 directorsLey 26887 art. 155, as of 2026-10-28 · in force
Maximum shareholders, S.A.C.	20 shareholdersLey 26887 art. 234, as of 2026-10-28 · in force
Board optional in an S.A.C.	Yes Ley 26887 art. 247, as of 2026-10-28 · in force
Maximum partners, S.R.L.	20 partnersLey 26887 art. 283, as of 2026-10-28 · in force
Minimum paid in per participation at formation, S.R.L.	25 %Ley 26887 art. 285, as of 2026-10-28 · in force
Shareholders allowed in an S.A.C.S. (individuals only)	2 to 20 shareholdersDL 1409 art. 4, as of 2026-10-28 · in force
Capital paid in at formation, S.A.C.S.	100 %DL 1409 art. 6, as of 2026-10-28 · in force
Legal entity may own an E.I.R.L.	No, individuals only DL 21621 art. 4, as of 2026-10-28 · in force
Foreign parent liable for branch obligations	Yes, contrary agreements void Ley 26887 art. 397, as of 2026-10-28 · in force
Name reservation validity	30 daysLey 26887 art. 10, as of 2026-10-28 · in force
SUNARP name reservation fee via SID-SUNARP	25.60 PENSUNARP service sheet on gob.pe, as of 2026-10-28 · in force
Deadline to present the deed to the Registry	30 daysLey 26887 art. 16, as of 2026-10-28 · in force
SUNARP qualification fee, company formation	1.08 % of UITTUPA SUNARP, III 3.1 procedure 1, as of 2026-10-28 · in force
SUNARP inscription fee, company formation	0.3 % of capitalTUPA SUNARP, III 3.1 procedure 1, as of 2026-10-28 · in force
SUNARP qualification fee, branch of a foreign company	1.20 % of UITTUPA SUNARP, III 3.1 procedure 15, as of 2026-10-28 · in force
Qualification term for formations filed through SID-SUNARP (SUNARP service sheet)	24 hoursSUNARP service sheet on gob.pe, as of 2026-10-28 · in force
Deadline for the mandatory annual shareholders' meeting	3 months after year endLey 26887 art. 114, as of 2026-10-28 · in force
Minimum allocation of distributable profit to the legal reserve	10 %Ley 26887 art. 229, as of 2026-10-28 · in force
Legal reserve ceiling	20 % of capitalLey 26887 art. 229, as of 2026-10-28 · in force
Bearer shares allowed in an S.A.	No, shares are registered (nominativas) Ley 26887 art. 51, as of 2026-10-28 · in force
Beneficial ownership filing for companies registering their RUC after 30 November 2026	Due date of the period of RUC registration or activation RS 000168-2025/SUNAT art. 3 c), as of 2026-10-28 · in force

The rule

1. Every company governed by the general companies law needs at least two partners, individuals or legal entities, domestic or foreign; if it falls below two and does not restore the minimum within six months it dissolves by operation of law. It is formed by public deed containing the articles and bylaws, the first managers are named in that deed, and the deed must be registered in the Registry of the company's domicile. The company acquires legal personality only on registration. The articles and bylaws must be presented to the Registry within thirty days of the deed, and any participant may reserve the company name with registry priority for thirty days, after which the reservation lapses automatically.
Cost to do it: Name reservation through SID-SUNARP: S/ 25.60 (about US$7.43) per the SUNARP service sheet on gob.pe. Notary fees for the public deed are market priced and are not set by law.
Example: A foreign parent holding 999 shares and an affiliate holding 1 share satisfy the two partner rule for an S.A.C. / The name reservation costs about US$7.43 and protects the chosen name for 30 days while the deed is signed.Ley Nº 26887, Ley General de Sociedades, Art. 4, art. 5, art. 6, art. 10 and art. 16, 1997-12-09 official text · verified 2026-10-28

2. Sociedad anónima (S.A.): capital is represented by registered (nominative) shares, shareholders are not personally liable for company debts and services cannot be contributed. To form the company all capital must be subscribed and each subscribed share paid in at least one quarter; the same applies to capital increases. Cash paid in at formation must be deposited in the company's name in a bank or financial company of the Peruvian financial system when the deed is signed, and the managers may use it for necessary expenses before registration under their personal responsibility. The law sets no minimum capital for the S.A. or its closely held variant. A board is mandatory in an ordinary S.A. and may never have fewer than three directors; one or more managers are appointed and one of them is the general manager.
Cost to do it: Capital: no legal minimum, but at least 25 percent of each subscribed share must be paid in and deposited in a Peruvian bank at signing.
Example: Subscribed capital of S/ 344,600 requires at least S/ 86,150 paid in and deposited in a Peruvian bank account in the company's name when the deed is signed. / About US$100,000 of subscribed capital, of which at least about US$25,000 must be paid in at formation.Ley Nº 26887, Ley General de Sociedades, Art. 23, art. 24, art. 51, art. 52, art. 155 and art. 185, 1997-12-09 official text · verified 2026-10-28

3. Sociedad anónima cerrada (S.A.C.): an S.A. may adopt the closely held regime if it has no more than twenty shareholders and no shares registered in the public securities market registry, and its name must include Sociedad Anónima Cerrada or S.A.C. A shareholder who wants to sell must notify the company by letter to the general manager stating the buyer, the shares, the price and terms; the manager informs the other shareholders within ten days and they have thirty days to buy pro rata. A transfer that ignores these rules is ineffective against the company. The bylaws may provide that the S.A.C. has no board, in which case the general manager exercises all board functions, and shareholders' decisions may be taken by any written or electronic means that guarantees authenticity.
Example: A two shareholder S.A.C. owned by a foreign parent and its affiliate can run with a general manager and no board, avoiding the three director minimum of an ordinary S.A.Ley Nº 26887, Ley General de Sociedades, Art. 234, art. 235, art. 237, art. 241, art. 246 and art. 247, 1997-12-09 official text · verified 2026-10-28

4. Sociedad comercial de responsabilidad limitada (S.R.L.): capital is divided into equal, cumulative and indivisible participations that cannot be represented by securities or called shares; partners may not exceed twenty and are not personally liable for company obligations. The name must include Sociedad Comercial de Responsabilidad Limitada or S.R.L. At formation each participation must be paid in at least 25 percent and the cash deposited in a bank or financial company of the Peruvian financial system in the company's name. Management is entrusted to one or more managers, partners or not, who may not compete with the company and may be removed by a simple majority of capital.
Cost to do it: No legal minimum capital; at least 25 percent of each participation paid in and deposited at formation.
Example: An S.R.L. with S/ 34,460 of capital needs at least S/ 8,615 deposited at formation. / About US$10,000 of capital, at least about US$2,500 deposited at formation.Ley Nº 26887, Ley General de Sociedades, Art. 283, art. 284, art. 285 and art. 287, 1997-12-09 official text · verified 2026-10-28

5. Branch of a foreign company: a company formed and domiciled abroad that habitually carries on activities in Peru may establish a branch; if it does not, it is presumed domiciled in Lima. The branch is set up by public deed registered in the Registry containing at least the parent's certificate of good standing with a statement that its articles and bylaws do not prevent foreign branches, a copy of those articles and bylaws, and the resolution to open the branch stating the capital assigned, that the activities fall within the corporate purpose, the branch domicile, at least one permanent legal representative in Peru with his or her powers, and submission to Peruvian law for the branch's obligations. The branch has no legal personality separate from its parent and the parent answers for its obligations; any agreement to the contrary is void. If the permanent representative post stays vacant for ninety days, the Registry may cancel the branch at the request of an interested party.
Cost to do it: SUNARP registration of a branch of a foreign company: 1.20 percent of the UIT as qualification fee (S/ 66.00, about US$19.15, on the 2026 UIT of S/ 5,500) plus 3 per 1,000 of the assigned capital as inscription fee.
Example: Assigned capital of S/ 344,600: qualification S/ 66.00 plus inscription S/ 1,033.80, total S/ 1,099.80 in registry fees. / About US$100,000 of assigned capital: about US$319 in registry fees, before notary and professional costs.Ley Nº 26887, Ley General de Sociedades, Art. 21, art. 396, art. 397, art. 399, art. 401 and art. 403, 1997-12-09 official text · verified 2026-10-28

6. SUNARP registry fees for company formation are set in its procedures text (TUPA). Constitution of a company: 1.08 percent of the UIT as qualification fee plus 3 per 1,000 of the capital as inscription fee. Appointment of directors, managers, attorneys and other representatives: 0.36 percent of the UIT for qualification and 0.24 percent of the UIT for inscription. Establishment of a branch of a company formed abroad: 1.20 percent of the UIT plus 3 per 1,000 of the assigned capital. The statutory term for each of these registrations is 35 days unless extended or suspended, while SUNARP's service sheet for formations filed through its digital platform SID-SUNARP states a qualification term of 24 hours. Since June 2020 notarial deeds forming S.A., S.A.C., S.R.L. and E.I.R.L. must be filed with digital signature through SID-SUNARP, and SUNARP returns the registration together with the company's RUC taxpayer number, which the legal representative then activates with SUNAT.
Cost to do it: On the 2026 UIT of S/ 5,500: company qualification fee S/ 59.40 (about US$17.24) plus 0.3 percent of capital. SUNARP's online Calculadora Registral is the official reference for each liquidation and the registrar checks the amount; it could not be loaded in this session.
Example: S.A.C. with S/ 344,600 of capital: S/ 59.40 qualification plus S/ 1,033.80 inscription, total S/ 1,093.20 in registry fees. / About US$100,000 of capital: about US$317 in registry fees; notary fees come on top and are market priced.Texto Único de Procedimientos Administrativos de la SUNARP, approved by Decreto Supremo Nº 008-2004-JUS; Resolución Nº 064-2020-SUNARP/SN, TUPA section III, Registro de Personas Jurídicas, 3.1 Sociedades, procedures 1, 2 and 15, 2004-07-27 official text · verified 2026-10-28

7. Sociedad por acciones cerrada simplificada (S.A.C.S.): a limited liability company formed by private agreement of two to twenty individuals (natural persons), who answer only up to their contributions except for labor fraud against third parties and without prejudice to tax rules. It is formed without a public deed: the founders generate the private founding document on SID-SUNARP and sign it with digital signatures, and that electronic document is sufficient title for registration. Capital must be fully subscribed and paid, and contributions may only be cash or non registrable movable assets. The founders file a sworn statement on the lawful origin of the funds, and after registration SUNARP reports the founders and the capital to the Financial Intelligence Unit. Shareholders have a preferential right to buy shares offered for sale, exercisable within seven business days, and if it is not exercised the shares may only be sold to an individual, on pain of the transfer being ineffective.
Example: A Peruvian founder and a foreign individual partner holding Peruvian digital signature credentials can open an S.A.C.S. online without a notary. / A foreign parent company cannot hold shares in an S.A.C.S., so a US$100,000 corporate subsidiary has to use an S.A.C., S.A. or S.R.L. instead.Decreto Legislativo Nº 1409 (Sociedad por Acciones Cerrada Simplificada), Art. 4, art. 6, art. 7, art. 9, art. 12 and art. 14, 2018-09-12 official text · verified 2026-10-28

8. Empresa individual de responsabilidad limitada (E.I.R.L.): a legal entity formed by the will of a single owner, with assets separate from the owner, whose liability is limited to the company's assets. Only individuals (natural persons) may form or own an E.I.R.L., and each individual may own only one. It is formed by public deed granted personally by the founder and registered, and its name must include Empresa Individual de Responsabilidad Limitada or E.I.R.L.
Example: A foreign company cannot own an E.I.R.L.; a single shareholder corporate subsidiary is not available under the general regime, which is why foreign groups use two shareholder S.A.C.s.Decreto Ley Nº 21621 (Ley de la Empresa Individual de Responsabilidad Limitada), Art. 1, art. 3, art. 4, art. 5, art. 7 and art. 13, 1976-09-14 official text · verified 2026-10-28

9. Every company must hold a mandatory annual shareholders' meeting within three months after the close of the financial year to approve the management and financial statements, decide on the allocation of profits and, where applicable, elect directors and appoint auditors. At least 10 percent of each year's distributable profit after income tax must go to a legal reserve until it equals one fifth of the capital.
Example: With capital of S/ 344,600 and distributable profit after tax of S/ 200,000, at least S/ 20,000 goes to the legal reserve, until the reserve reaches S/ 68,920. / About US$5,804 of a US$58,038 profit is retained, until the reserve reaches about US$20,000.Ley Nº 26887, Ley General de Sociedades, Art. 114 and art. 229, 1997-12-09 official text · verified 2026-10-28

10. Legal entities must file a beneficial ownership declaration with SUNAT under Decreto Legislativo Nº 1372 and its regulation, Decreto Supremo Nº 003-2019-EF. For domiciled companies not covered by earlier waves, the filing follows SUNAT's monthly schedule by 2024 net income band: more than 100 UIT for the October 2025 period, more than 50 to 100 UIT for December 2025, more than 25 to 50 UIT for July 2026, more than 10 to 25 UIT for September 2026, and up to 10 UIT for November 2026. Companies that obtained and activated their RUC from 1 January 2025 to 30 November 2026 file with the obligations of the November 2026 period, and companies registering or activating their RUC after 30 November 2026 file with the obligations of the period in which they register or activate it. The declaration reports the beneficial owners as of the last calendar day of that period.
Example: An S.A.C. formed and given its RUC in October 2026 files its beneficial ownership declaration on the due date for the November 2026 period, which falls in December 2026. / Same for a foreign owned subsidiary capitalized with US$100,000: the declaration must trace ownership through the foreign parent to the individuals who ultimately own or control it.Resolución de Superintendencia Nº 000168-2025/SUNAT, under Decreto Legislativo Nº 1372, Art. 3, 2025-05-26 official text · verified 2026-10-28 · changed: Resolución 000168-2025/SUNAT of 26 May 2025 extended the beneficial ownership filing to domiciled companies outside the earlier waves, in five income bands from the October 2025 period to the November 2026 period, and makes companies registered after 30 November 2026 file in their first period.

Vehicle	Who may own it	Partners	Minimum capital	Paid in at formation	Governance	Formation
S.A.C. (sociedad anónima cerrada)	Individuals or legal entities, domestic or foreign	2 to 20	None in law	25% of each share, deposited in a Peruvian bank	General manager; board optional	Public deed, SID-SUNARP
S.A. (ordinary sociedad anónima)	Individuals or legal entities, domestic or foreign	2 or more	None in law	25% of each share, deposited in a Peruvian bank	Board of at least 3 plus general manager	Public deed, SID-SUNARP
S.R.L.	Individuals or legal entities, domestic or foreign	2 to 20	None in law	25% of each participation, deposited	One or more managers	Public deed, SID-SUNARP
Branch of a foreign company	The foreign company itself	Not applicable	Assigned capital stated in the deed	Not set by the law	Permanent legal representative	Public deed with parent documents
S.A.C.S.	Individuals only	2 to 20	None in law	100%, cash or non registrable movables	Per the founding document	Private document signed digitally on SID-SUNARP, no notary
E.I.R.L.	One individual only	1	None in law	Not applicable	Owner and manager	Public deed

Peru's main business vehicles for a foreign investor, from Ley 26887, Decreto Legislativo 1409 and Decreto Ley 21621

Worked example

Foreign parent forms a Lima S.A.C. with S/ 344,600 (about US$100,000) of subscribed capital, held 999 shares by the parent and 1 share by an affiliate.
Paid in at signing: at least 25 percent of each share, S/ 86,150 (about US$25,000), deposited in a Peruvian bank account in the company's name (Ley 26887 art. 23 and 52).
Name reservation on SID-SUNARP: S/ 25.60 (about US$7.43).
SUNARP registry fees on the 2026 UIT: qualification 1.08 percent of S/ 5,500 = S/ 59.40, plus inscription 3 per 1,000 of S/ 344,600 = S/ 1,033.80; total S/ 1,093.20 (about US$317).
Total official fees before notary and adviser fees: S/ 1,118.80 (about US$325). Notary fees are market priced and are not fixed by law.
Same capital through a branch instead: qualification S/ 66.00 plus inscription S/ 1,033.80, total S/ 1,099.80 (about US$319), but the parent is liable for all branch obligations (Ley 26887 art. 397).

Step by step

Choose the vehicle: an S.A.C. if the owners are companies and there will be at most twenty shareholders; an ordinary S.A. if a board or a wider shareholder base is needed; a branch if the parent accepts unlimited liability for Peruvian operations; an S.A.C.S. or E.I.R.L. only if all owners are individuals.
Line up the second shareholder (an affiliate or another group company) so the company never falls below two partners for more than six months (Ley 26887 art. 4).
Create a SID-SUNARP account and reserve the name for S/ 25.60; the reservation lasts 30 days (Ley 26887 art. 10).
Prepare the articles and bylaws, generate the formation request on SID-SUNARP and choose the notary; for a foreign shareholder, prepare the powers of attorney for whoever signs in Peru.
Open the bank account and deposit at least 25 percent of each subscribed share before signing, then sign the public deed, which names the first managers (Ley 26887 art. 5 and 23).
The notary files the deed with digital signature through SID-SUNARP within 30 days of signing (Ley 26887 art. 16); SUNARP qualifies and registers the company and sends the RUC number.
Activate the RUC with SUNAT using the legal representative's Clave SOL, then register the foreign capital with ProInversión if the investor wants its DL 662 guarantees documented (see the investing section).
Within the first tax period after registration, file the beneficial ownership declaration under Resolución 000168-2025/SUNAT, and calendar the annual meeting within three months after each year end (Ley 26887 art. 114).

Common traps

Single owner subsidiaries are not available to a foreign company: the S.A., S.A.C. and S.R.L. need two partners, and the E.I.R.L. and S.A.C.S. admit only individuals (Ley 26887 art. 4; DL 21621 art. 4; DL 1409 art. 4).
Losing the second shareholder is not harmless: if plurality is not restored within six months the company dissolves by operation of law (Ley 26887 art. 4).
Acts signed in the company's name before registration bind those who signed personally, jointly and without limit unless the company registers and ratifies them within three months (Ley 26887 art. 7).
An S.A.C. share sale that skips the notice to the general manager and the thirty day preferential purchase window is ineffective against the company (Ley 26887 art. 237 and 241).
In an S.A.C.S., if the other shareholders do not buy, the shares can still only be sold to an individual, so a later sale to a corporate buyer first requires transforming the company (DL 1409 art. 14 and 15).
A branch is not a ring fence: the foreign parent is liable for the branch's obligations and any agreement to the contrary is void, and ninety days without a permanent representative allows the Registry to cancel the branch (Ley 26887 art. 397 and 401).
Registry fee amounts in soles are liquidated by SUNARP from the TUPA percentages, and the registrar checks the payment; confirm the amount on SUNARP's Calculadora Registral before filing.
The fee waiver for formations through Ministry of Production business development centers (CDE), extended for three years by Decreto Supremo Nº 008-2026-PRODUCE according to SUNARP, is a formalization measure for small businesses; check the decree's conditions before assuming a foreign owned company qualifies.

Sources

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