Countries › Peru › Guide › 4. Entities and setup › Sociedad anónima cerrada (S.A.C.) in Peru: the closely held company most foreign investors use

Sociedad anónima cerrada (S.A.C.) in Peru: the closely held company most foreign investors use

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

The S.A.C. is a sociedad anónima with no more than twenty shareholders and no shares listed in the public securities registry, and it is the default vehicle for foreign owned subsidiaries in Peru. It needs two shareholders (two group companies are enough), no legal minimum capital, 25 percent of each share paid in and banked at signing, and it may do without a board, leaving the general manager in charge. Shareholders have a 30 day right of first refusal on transfers, meetings can be held by written or electronic means, and registry fees are 1.08 percent of the UIT plus 0.3 percent of capital.

USD figures use S/ 3.452 per US dollar, the banking system selling rate published by the Superintendencia de Banca, Seguros y AFP for 27 October 2026, the latest value 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, as cited by Resolución de Superintendencia Nº 000016-2026/SUNAT). Conversions are for orientation only.

Key facts

S.A.C. maximum number of shareholders	20 shareholdersLey 26887 art. 234, as of 2026-10-28 · in force
S.A.C. minimum number of shareholders	2 shareholdersLey 26887 art. 4, as of 2026-10-28 · in force
S.A.C. legal minimum capital	None PENLey 26887 art. 52, as of 2026-10-28 · in force
S.A.C. minimum paid in per share at formation	25 %Ley 26887 art. 52, as of 2026-10-28 · in force
S.A.C. may operate without a board	Yes Ley 26887 art. 247, as of 2026-10-28 · in force
S.A.C. shareholders' right of first refusal window	30 daysLey 26887 art. 237, as of 2026-10-28 · in force
Shares that can force an in person S.A.C. meeting	20 %Ley 26887 art. 246, as of 2026-10-28 · in force
SUNARP capital increase inscription fee	0.3 % of increaseTUPA SUNARP 3.1 procedure 8, as of 2026-10-28 · in force

The rule

1. Eligibility and name. An S.A. may adopt the closely held regime when it has no more than twenty shareholders and no shares registered in the Registro Público del Mercado de Valores, and an S.A.C. may not apply to register its shares there. The name must include "Sociedad Anónima Cerrada" or the initials S.A.C. The S.A.C. is governed first by its own section of the law and, in everything else, by the general S.A. rules.Ley Nº 26887, Ley General de Sociedades, Art. 234, art. 235 and art. 236, 1997-12-09 official text · verified 2026-10-28

2. Shareholders, capital and payment. Every company needs at least two shareholders, individuals or legal entities, domestic or foreign; if it falls to one and does not restore plurality within six months it dissolves by operation of law. All capital must be subscribed at formation and each share paid in at least one quarter, the paid portion must already be deposited in a Peruvian bank or financial company in the company's name when the public deed is signed, and services cannot be contributed. Contributions in kind need a valuation report inserted in the deed. The law sets no minimum capital.
Cost to do it: No legal minimum capital. On a capital of S/ 100,000 the minimum paid in at signing is S/ 25,000 (about US$7,242.18).
Example: Capital S/ 100,000 in 1,000 shares of S/ 100: at least S/ 25,000 deposited before the notary signs the deed; the rest is called later as the bylaws provide. / Capital about US$28,968.71; at least about US$7,242.18 banked at signing.Ley Nº 26887, Ley General de Sociedades, Art. 4, art. 23, art. 27, art. 51 and art. 52, 1997-12-09 official text · verified 2026-10-28

3. Right of first refusal on transfers. A shareholder who plans to sell must write to the general manager, who informs the other shareholders within ten days; they then have thirty days to buy pro rata at the price and terms notified. The bylaws may also require the company's prior consent (absolute majority of voting shares); if consent is refused, the company must buy the shares at the offered price. A transfer that ignores these rules is ineffective against the company. In a forced sale the company may step into the buyer's place within ten business days at the same price.Ley Nº 26887, Ley General de Sociedades, Art. 237, art. 238, art. 239 and art. 241, 1997-12-09 official text · verified 2026-10-28

4. Optional board and remote decisions. The articles or bylaws may provide that the S.A.C. has no board of directors; all board functions then pass to the general manager. Shareholder will may be expressed by written, electronic or other means that guarantee authenticity, but an actual meeting is mandatory when holders of 20 percent of the voting shares ask for it. Meetings are called by the board or the general manager with the notice in art. 116 (at least ten days for the annual meeting) by letter, fax, email or any means giving proof of receipt, instead of newspaper publication.Ley Nº 26887, Ley General de Sociedades, Art. 116, art. 245, art. 246 and art. 247, 1997-12-09 official text · verified 2026-10-28

5. Proxies, audit, exclusion and exit. A shareholder may only be represented at meetings by another shareholder, a spouse or a first degree relative unless the bylaws allow others, so foreign parents should widen this clause. An annual external audit can be imposed by the articles, the bylaws or a meeting vote of 50 percent of the voting shares. The bylaws may set grounds to exclude shareholders, and a shareholder who voted against changes to the transfer restrictions or the first refusal regime may withdraw.Ley Nº 26887, Ley General de Sociedades, Art. 242, art. 243, art. 244 and art. 248, 1997-12-09 official text · verified 2026-10-28

6. Registry fees for an S.A.C. (same procedure as any company): constitution 1.08 percent of the UIT as qualification fee plus 3 per 1,000 of capital as inscription fee; appointment of directors, managers and attorneys 0.36 percent of the UIT plus 0.24 percent of the UIT; capital increase 0.24 percent of the UIT plus 3 per 1,000 of the increase. Name reservation through SID-SUNARP costs S/ 25.60 and holds the name for thirty days.
Cost to do it: Formation on S/ 100,000 capital: S/ 59.40 plus S/ 300 = S/ 359.40 (about US$104.11); with the name reservation S/ 385 (about US$111.53). Later manager change S/ 33 (about US$9.56). Notary fees are market priced and not set by law.
Example: Increasing capital by S/ 500,000 costs S/ 13.20 plus S/ 1,500 = S/ 1,513.20 in registry fees. / About US$438.35 for a S/ 500,000 (about US$144,843.57) increase.Texto Único de Procedimientos Administrativos de la SUNARP, approved by Decreto Supremo Nº 008-2004-JUS, TUPA section III, 3.1 Sociedades, procedures 1, 2 and 8; LGS art. 10, 2004-07-27 official text · verified 2026-10-28

7. Adaptation. An S.A. that meets the S.A.C. conditions may adapt by amending its articles and bylaws. An S.A.C. that stops meeting them, for example by exceeding twenty shareholders, must adapt to the form that fits, and adaptation to the open S.A.A. regime is mandatory when, at year end, it meets numerals 1, 2 or 3 of art. 249 (public offering, more than 750 shareholders, or more than 35 percent of capital held by 175 or more shareholders).Ley Nº 26887, Ley General de Sociedades, Art. 249, art. 263 and art. 264, 1997-12-09 official text · verified 2026-10-28

Item	Rule	PEN	USD
Name reservation	Fixed fee	S/ 25.60	US$7.42
Qualification fee	1.08% of UIT	S/ 59.40	US$17.21
Inscription fee	3 per 1,000 of capital	S/ 300	US$86.91
Total registry		S/ 385	US$111.53
Minimum paid in capital at signing	25% of each share	S/ 25,000	US$7,242.18

S.A.C. formation cost on a capital of S/ 100,000 (registry items set by law; notary fees excluded)

Worked example

A US parent and its Delaware holding company form Andes Servicios S.A.C. with S/ 100,000 capital (about US$28,968.71), 99 percent and 1 percent. They wire S/ 25,000 into a Peruvian bank account opened for the company in formation, sign the deed before a Lima notary through attorneys, and the notary files it on SID-SUNARP. Registry fees come to S/ 385 (about US$111.53) including the name reservation. The bylaws state there is no board, name a local general manager and let any attorney represent a shareholder at meetings.

Step by step

Reserve the name on SID-SUNARP (S/ 25.60, valid thirty days).
Have each foreign shareholder grant an apostilled power of attorney and obtain a certificate of good standing.
Open a bank account in the name of the company in formation and deposit at least 25 percent of each share.
Sign the public deed (pacto social and estatuto) before a Peruvian notary, choosing whether to have a board and widening proxy rules.
Notary sends the deed through SID-SUNARP; SUNARP qualifies it (24 hours for SID filings) and issues the RUC with the registration.
Activate the RUC and Clave SOL with SUNAT, legalise the share register and corporate books, then file the beneficial ownership declaration on schedule.

Common traps

Only another shareholder, a spouse or a first degree relative can hold a proxy unless the bylaws say otherwise; foreign parents represented by local lawyers need this clause.
A transfer made without running the 30 day first refusal process is ineffective against the company, which matters in intragroup reorganisations and M&A closings.
If one of the two shareholders sells to the other, the company has six months to restore plurality or it dissolves by operation of law.
Going above twenty shareholders, for example through an employee share plan, forces adaptation to another S.A. form.
Without a board, every function the law gives the board passes to the general manager.

Sources

← 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 ownershipSociedad anónima (S.A.) and sociedad anónima abierta (S.A.A.) in Peru: board, meetings, quorum and listing →

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