Countries › Peru › Guide › 4. Entities and setup › Sociedad anónima (S.A.) and sociedad anónima abierta (S.A.A.) in Peru: board, meetings, quorum and listing

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

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

The ordinary S.A. is Peru's full corporate form: registered shares, a board of at least three individual directors, a general manager and shareholder meetings called by public notice. It suits companies that want an institutional board, plan to raise capital widely or must use an S.A. by sector rules; there is no shareholder cap and no first refusal by default. It becomes an open S.A.A., supervised by the securities regulator with annual external audit, after a public share offering, with more than 750 shareholders or when 175 or more shareholders hold over 35 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. minimum number of shareholders	2 shareholdersLey 26887 art. 4, as of 2026-10-28 · in force
S.A. legal minimum capital	None PENLey 26887 art. 52, as of 2026-10-28 · in force
S.A. minimum paid in per share at formation	25 %Ley 26887 art. 52, as of 2026-10-28 · in force
S.A. minimum number of directors	3 directorsLey 26887 art. 155, as of 2026-10-28 · in force
S.A. maximum board term	3 yearsLey 26887 art. 163, as of 2026-10-28 · in force
S.A. notice for annual meeting	10 daysLey 26887 art. 116, as of 2026-10-28 · in force
S.A. qualified quorum on first call	66.7 %Ley 26887 art. 126, as of 2026-10-28 · in force
Shareholder count that makes an S.A. open	More than 750 shareholdersLey 26887 art. 249, as of 2026-10-28 · in force
S.A.A. meeting notice	25 daysLey 26887 art. 258, as of 2026-10-28 · in force
Voting shares that can impose external audit on an S.A.	10 %Ley 26887 art. 226, as of 2026-10-28 · in force
Shares that can demand cash dividend of half of distributable profit	20 %Ley 26887 art. 231, as of 2026-10-28 · in force

The rule

1. Name, shares and liability. The name must include "sociedad anónima" or "S.A." (optional where only an S.A. may carry on the activity by law). Capital is represented by registered (nominative) shares, shareholders are not personally liable for company debts and services cannot be contributed. Shares are aliquot parts of capital with equal par value and one vote each, subject to the exceptions in the law. The company treats as owner whoever appears in the share register (matrícula de acciones), where transfers, liens and shareholder agreements are recorded.Ley Nº 26887, Ley General de Sociedades, Art. 50, art. 51, art. 82, art. 91 and art. 92, 1997-12-09 official text · verified 2026-10-28

2. Formation. In simultaneous formation the founders subscribe all shares when the public deed is signed; each share must be paid in at least one quarter and the cash deposited in a Peruvian bank. The pacto social must identify the founders (for a company: name, place of incorporation, domicile and representative with proof of authority), the capital and shares, how each pays in, and the first directors and managers; the bylaws must state name, purpose, domicile, duration, capital, par value, share classes, the regime of the corporate bodies and how capital and bylaws are changed. Formation by public offering to third parties is also possible, with a programme deposited in the Registry.Ley Nº 26887, Ley General de Sociedades, Art. 52, art. 53, art. 54, art. 55 and art. 56, 1997-12-09 official text · verified 2026-10-28

3. Shareholders' meeting. The general meeting is the supreme body; it must meet at least once a year within three months after year end to approve management and the financial statements, allocate profits and elect directors where due. It alone amends the bylaws, changes capital, issues bonds, approves selling in one act assets whose book value exceeds 50 percent of capital, and decides reorganisations and dissolution. Notice must be published at least ten days before the annual meeting and at least three days before others; holders of 20 percent of voting shares may require a meeting by notarial request, and a meeting with 100 percent present that unanimously agrees to meet is valid without notice.Ley Nº 26887, Ley General de Sociedades, Art. 111, art. 114, art. 115, art. 116, art. 117 and art. 120, 1997-12-09 official text · verified 2026-10-28

4. Quorum and majorities. Ordinary quorum is 50 percent of voting shares on first call and any number on second call. For bylaw amendments, capital changes, bonds, the large asset sale and reorganisations or dissolution, quorum is two thirds on first call and three fifths on second call, and the resolution needs an absolute majority of all voting shares (not only of those present). The bylaws may raise but never lower these thresholds.Ley Nº 26887, Ley General de Sociedades, Art. 125, art. 126 and art. 127, 1997-12-09 official text · verified 2026-10-28

5. Board and management. The board is a collegiate body elected by the meeting with a fixed number or a range set in the bylaws, never fewer than three; directors need not be shareholders but must be individuals, serve terms of one to three years (one year if the bylaws are silent) and may be removed at any time. The company has one or more managers appointed by the board unless the bylaws reserve it to the meeting; the general manager can be removed at any time and a bylaw making the post irrevocable is void. Absent other provisions the general manager may sign ordinary contracts and represent the company in court.Ley Nº 26887, Ley General de Sociedades, Art. 153, art. 155, art. 160, art. 163, art. 185, art. 187 and art. 188, 1997-12-09 official text · verified 2026-10-28

6. Profits, reserves and dividends. At least 10 percent of distributable profit after income tax goes to a legal reserve until it equals one fifth of capital. Dividends may only be paid out of profits or free reserves and only if net equity is not below paid in capital; interim dividends are allowed unless a law forbids them. Holders of 20 percent of voting shares can require cash distribution of up to half the distributable profit of the prior year. External audit can be imposed by the articles, the bylaws or a meeting resolution backed by 10 percent of voting shares.Ley Nº 26887, Ley General de Sociedades, Art. 226, art. 229, art. 230 and art. 231, 1997-12-09 official text · verified 2026-10-28

7. Open S.A. (S.A.A.). An S.A. is open when it has made a primary public offering of shares or convertible bonds, has more than 750 shareholders, has more than 35 percent of capital held by 175 or more shareholders (ignoring holdings below 2 per 1,000 or above 5 percent), is formed as such, or all voting shareholders unanimously adopt the regime. Its name includes S.A.A., all its shares must be registered in the Registro Público del Mercado de Valores and it is supervised by the securities regulator (CONASEV in the 1997 text). Transfer restrictions and preference rights are void, 5 percent of shares can require a meeting, notice is 25 days, the qualified quorum is 50 percent then 25 percent then any number on third call, and an annual external audit is mandatory.Ley Nº 26887, Ley General de Sociedades, Art. 249, art. 250, art. 252, art. 253, art. 254, art. 255, art. 257, art. 258 and art. 260, 1997-12-09 official text · verified 2026-10-28

8. Registry fees. Constitution 1.08 percent of the UIT plus 3 per 1,000 of capital; appointment of directors, managers and attorneys 0.36 percent plus 0.24 percent of the UIT; capital increase 0.24 percent of the UIT plus 3 per 1,000 of the increase.
Cost to do it: Formation qualification fee S/ 59.40 (about US$17.21) plus 0.3 percent of capital; each later filing of board or manager changes S/ 33 (about US$9.56).
Example: Registering a new three member board elected at the annual meeting: S/ 33 in SUNARP fees. / About US$9.56.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, 2004-07-27 official text · verified 2026-10-28

Feature	S.A.	S.A.C.	S.A.A.
Shareholders	2 or more, no cap	2 to 20	Open; triggers include more than 750
Board	Mandatory, 3 or more	Optional	Mandatory, 3 or more
Transfer restrictions	Allowed if registered	Statutory 30 day first refusal	Void
Meeting notice	10 days annual, 3 days others	Same, by letter or email with receipt	25 days
External audit	If 10% of shares or bylaws require	If 50% of shares or bylaws require	Mandatory every year

Ordinary S.A. versus S.A.C. versus S.A.A. (Ley 26887)

Worked example

A Spanish infrastructure group with Peruvian co investors forms Vías del Sur S.A. with a five member board. Raising capital by S/ 2,000,000 needs two thirds of voting shares present on first call and the vote of an absolute majority of all voting shares; SUNARP fees for the increase are S/ 13.20 plus S/ 6,000, a total of S/ 6,013.20 (about US$1,741.95).

Step by step

Decide whether an institutional board is needed; if not, an S.A.C. is lighter.
Draft bylaws with board size, term, share classes and any transfer restrictions (registered in the share register).
Deposit at least 25 percent of each share, sign the deed before a notary and file through SID-SUNARP.
After registration, legalise the share register, minutes books for the meeting and the board, and accounting books.
Each year: board prepares the memoria and financial statements, publishes notice at least ten days ahead and holds the annual meeting within three months of year end.

Common traps

Qualified resolutions need an absolute majority of all voting shares, so a high attendance meeting can still fail if a large holder abstains.
Directors must be individuals; a parent company cannot sit on the board itself.
Notice for an ordinary S.A. is by publication, not just by letter; skipping it exposes resolutions to challenge unless 100 percent attend.
Crossing the S.A.A. thresholds at year end makes adaptation mandatory and brings securities regulator supervision.
Dividends paid while net equity is below paid in capital breach art. 230.

Sources

← Sociedad anónima cerrada (S.A.C.) in Peru: the closely held company most foreign investors useSociedad comercial de responsabilidad limitada (S.R.L.) in Peru: participations, managers and transfers →

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