Countries › Peru › Guide › 4. Entities and setup › Sociedad comercial de responsabilidad limitada (S.R.L.) in Peru: participations, managers and transfers

Sociedad comercial de responsabilidad limitada (S.R.L.) in Peru: participations, managers and transfers

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

The S.R.L. divides capital into equal participations that are not shares and cannot be issued as securities; it has two to twenty partners who are not personally liable. It is run by one or more managers, partner majority by capital decides, and transfers to outsiders need a public deed registered at SUNARP after a 30 day first refusal for the other partners. No minimum capital applies and 25 percent of each participation is paid in at formation; the trade off against an S.A.C. is that every ownership change goes through the notary and the registry.

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.R.L. maximum number of partners	20 partnersLey 26887 art. 283, as of 2026-10-28 · in force
S.R.L. minimum number of partners	2 partnersLey 26887 art. 4, as of 2026-10-28 · in force
S.R.L. legal minimum capital	None PENLey 26887 art. 285, as of 2026-10-28 · in force
S.R.L. minimum paid in per participation at formation	25 %Ley 26887 art. 285, as of 2026-10-28 · in force
Capital that can force an S.R.L. meeting	20 %Ley 26887 art. 286, as of 2026-10-28 · in force
S.R.L. partners' first refusal window	30 daysLey 26887 art. 291, as of 2026-10-28 · in force
S.R.L. manager civil liability lapse	2 yearsLey 26887 art. 289, as of 2026-10-28 · in force

The rule

1. Definition, partners and name. In the S.R.L. capital is divided into equal, cumulative and indivisible participations that cannot be incorporated in securities or called shares. Partners may not exceed twenty and are not personally liable for company obligations; the general two partner minimum applies. The name must include "Sociedad Comercial de Responsabilidad Limitada" or "S.R.L.".Ley Nº 26887, Ley General de Sociedades, Art. 4, art. 283 and art. 284, 1997-12-09 official text · verified 2026-10-28

2. Capital. Capital consists of the partners' contributions; at formation it must be paid in at least 25 percent of each participation and deposited in a Peruvian bank or financial company in the company's name. The pacto social must also cover contributions in kind with their valuation report and any ancillary obligations of partners.
Cost to do it: No legal minimum. On S/ 30,000 of capital the minimum paid in is S/ 7,500 (about US$2,172.65).Ley Nº 26887, Ley General de Sociedades, Art. 285 and art. 294, 1997-12-09 official text · verified 2026-10-28

3. Decisions. The will of partners representing the majority of capital governs the company. The bylaws decide how that will is expressed and may use any means that guarantees authenticity, but a general meeting must be held when partners holding at least one fifth of capital ask for it.Ley Nº 26887, Ley General de Sociedades, Art. 286, 1997-12-09 official text · verified 2026-10-28

4. Managers. Management is entrusted to one or more managers, partners or not, who represent the company in everything within its purpose and have general and special litigation powers by the mere fact of appointment. Managers may not engage, on their own or others' account, in the same line of business. They can be removed by simple majority of capital, except where the appointment was a condition of the pacto social, in which case removal is only judicial and for cause. They answer to the company for wilful misconduct, abuse of powers or gross negligence, and their civil liability lapses two years after the act.Ley Nº 26887, Ley General de Sociedades, Art. 287, art. 288 and art. 289, 1997-12-09 official text · verified 2026-10-28

5. Transfers and first refusal. A partner who wishes to sell to an outsider must notify the manager in writing, who informs the other partners within ten days; they may buy within thirty days pro rata. If none does, the company may buy for redemption with a capital reduction; otherwise the partner is free to sell. Price disputes go to three experts. Usufruct and pledges over participations must be in a public deed and registered, and a court ordered sale must be notified to the company, which has ten days to step in.Ley Nº 26887, Ley General de Sociedades, Art. 291 and art. 292, 1997-12-09 official text · verified 2026-10-28

6. Exclusion and withdrawal. A managing partner who breaches the bylaws, acts fraudulently against the company or competes with it can be excluded by majority of participations (not counting those of the partner concerned), by public deed registered at SUNARP; the partner may oppose in court within fifteen days. If there are only two partners, exclusion can only be ordered by a judge. Partners may withdraw in the cases set by law and the bylaws.Ley Nº 26887, Ley General de Sociedades, Art. 293, 1997-12-09 official text · verified 2026-10-28

7. Registry fees. Constitution 1.08 percent of the UIT plus 3 per 1,000 of capital; appointment of 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 on S/ 30,000 capital: S/ 59.40 plus S/ 90 = S/ 149.40 (about US$43.28), plus S/ 25.60 for the name reservation.
Example: Formation registry fees on S/ 30,000: S/ 149.40. / About US$43.28.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

Point	S.R.L.	S.A.C.
Ownership units	Participations, no certificates	Registered shares
Owner limit	20	20
Transfer formality	Public deed and SUNARP registration of the new partner	Entry in the share register after first refusal
Management	One or more managers	General manager, board optional
Minimum paid in	25% per participation	25% per share

S.R.L. versus S.A.C. for a two owner foreign subsidiary

Worked example

Two Chilean partners form Cobre Andino S.R.L. with S/ 30,000 capital (about US$8,690.61), 60 and 40 percent. They deposit S/ 7,500 and pay S/ 175 in registry fees including the name reservation. When the 40 percent partner later sells to a third party, the other partner gets thirty days to match; if not, the sale needs a new public deed and SUNARP registration.

Step by step

Reserve the name and agree the pacto social, including how partner decisions are expressed (meetings, written consents).
Deposit 25 percent of each participation in a Peruvian bank account for the company in formation.
Sign the deed before a notary and file through SID-SUNARP; the RUC comes with registration.
Appoint managers in the deed; record later changes at SUNARP within thirty days (LGS art. 16).
For each transfer to an outsider, run the ten plus thirty day first refusal before signing the transfer deed.

Common traps

Each participation transfer to a third party needs notarial and registry formalities, which slows exits and intragroup restructurings compared with an S.A.C.
A manager whose appointment was a condition of the pacto social can only be removed by a court.
Managers are barred by law from competing in the same line of business, which can catch group executives who manage several affiliates.
With only two partners, excluding one requires a court case.

Sources

← Sociedad anónima (S.A.) and sociedad anónima abierta (S.A.A.) in Peru: board, meetings, quorum and listingBranch of a foreign company in Peru (sucursal): deed, permanent representative, parent liability and branch profits tax →

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