Countries › Peru › Guide › 15. Exiting › Closing a Peruvian branch of a foreign company

Closing a Peruvian branch of a foreign company

Argentina. For full detail on Argentina, go to The Argentine Thread.

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

A branch has no separate legal personality, so the foreign head office answers for all its debts, before and after closure. It is closed by a public deed recording the head office decision and appointing liquidators, and then liquidated and extinguished with the same rules as a Peruvian company, or it can be converted into a Peruvian company instead. Branch profits are deemed distributed each year at the annual return due date and taxed at 5 percent, so closing usually adds no extra profit tax on earnings already taxed.

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, from the Banco Central de Reserva del Perú statistics series PD04640PD. UIT amounts use the 2026 UIT of S/ 5,500 set by Decreto Supremo Nº 301-2025-EF, as listed in the SUNAT UIT table. Conversions are for orientation only.

Key facts

Head office liability for branch debts	Unlimited; contrary agreements void textLGS art. 397, as of 2026-10-28 · in force
Instrument to close a foreign company branch	Public deed with head office resolution appointing liquidators textLGS art. 404, as of 2026-10-28 · in force
SUNARP fee for branch dissolution and liquidation	0.48% of a UIT (S/ 26.40 in 2026) textSUNARP TUPA procedure 16, as of 2026-10-28 · in force
Vacancy of legal representative before registry cancellation	90 daysLGS art. 401, as of 2026-10-28 · in force
Tax on branch profits deemed distributed	5 %LIR art. 56 e), as of 2026-10-28 · in force

The rule

1. A branch is a secondary establishment through which a company carries out activities within its purpose away from its domicile. It has no separate legal personality, has a permanent legal representative and management autonomy within the powers granted. The head office answers for the branch's obligations, and any agreement to the contrary is void.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 396 and 397, 1997-12-05 official text · verified 2026-10-28

2. The Peruvian branch of a foreign company is dissolved by a public deed registered with SUNARP recording the decision of the head office's competent body, appointing the liquidators and empowering them. The liquidation until extinction follows the general liquidation rules of the Companies Law (Title II of Section Four).
Cost to do it: SUNARP: 0.24% plus 0.24% of a UIT, S/ 26.40 (US$8), for the dissolution and liquidation entry, plus the extinction entry, notary, apostille and translation of the head office resolution.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 404, 1997-12-05 official text · verified 2026-10-28

3. The permanent legal representative is governed by the rules for a general manager and must be replaced immediately when the role ends. After 90 days without a representative, the registry may cancel the branch at the request of an interested party, without affecting the head office's liability, including for damages caused by the vacancy.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 400 and 401, 1997-12-05 official text · verified 2026-10-28

4. Instead of closing, the branch may be reorganized or transformed into one of the Peruvian company types, meeting the legal requirements and registering the change. If the foreign head office merges or splits, the Peruvian branch passes to the new owner on proof that the transaction took effect abroad.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 395 and 406, 1997-12-05 official text · verified 2026-10-28

5. Profits of a Peruvian branch or permanent establishment of a foreign company are deemed distributed at the due date of the annual income tax return. The base is the branch's net income plus exempt interest, dividends and other available amounts generated in the year, minus the income tax paid, and the rate is 5 percent.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 56 e) second paragraph as modified by Decreto Legislativo Nº 1424 (13 September 2018, in force 1 January 2019), Art. 56 e) second paragraph, 2018-09-13 official text · verified 2026-10-28

6. The registry filing for the dissolution and liquidation of a foreign company branch needs the public deed with the head office resolution and the appointment of liquidators, and payment of 0.24 percent of a UIT for review and 0.24 percent for registration, with a 35 day term.SUNARP Texto Único de Procedimientos Administrativos, as published in El Peruano on 1 August 2004, Registro de Personas Jurídicas procedure 16, 2004-08-01 official text · verified 2026-10-28

7. Closing a permanent establishment, including the branch office, must be reported to SUNAT within five business days, and the RUC deregistered when the entity loses its taxpayer status.Resolución de Superintendencia Nº 210-2004/SUNAT, RUC regulation (published 18 September 2004), Art. 24 d) and art. 27, 2004-09-18 official text · verified 2026-10-28

8. When a non resident's Peruvian branch exists, it is the jointly liable party for income tax on indirect transfers of Peruvian shares by its head office.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 68 second paragraph as amended by DL 1424, Art. 68, 2018-09-13 official text · verified 2026-10-28

Worked example

Worked example: a Peruvian branch earns net income of S/ 2,000,000 (US$579,374) and pays income tax of 29.5 percent, S/ 590,000 (US$170,915). Deemed distribution S/ 1,410,000 (US$408,459) at the return due date; 5 percent tax S/ 70,500 (US$20,423). When the branch is closed the following year, accumulated taxed profits can be remitted without further profit tax under DL 662 art. 7, after settling liabilities.
Closure cost at SUNARP: S/ 26.40 for the dissolution and liquidation entry and S/ 26.40 for the extinction, total S/ 52.80 (US$15).

Step by step

Head office board or competent body resolves to dissolve the branch and appoints liquidators; legalise or apostille and translate the resolution.
Sign the Peruvian public deed and register it with SUNARP.
Terminate staff, close contracts, sell assets, pay creditors and taxes, file the final annual return.
Prepare the closing balance sheet with the liquidators and register the extinction.
Report the closure of establishments and deregister the RUC at SUNAT; remit remaining funds to the head office.

Common traps

Closing the branch does not end the head office's liability: creditors and SUNAT can pursue the foreign company directly.
Leaving the legal representative post vacant for 90 days can lead to registry cancellation without proper liquidation, while liabilities remain.
Branch profits are taxed at 5 percent each year whether or not cash is remitted, so there is no deferral benefit from keeping profits in the branch.
Peru has no double tax treaty with Argentina; an Argentine head office bears the 5 percent branch tax with relief only under Argentine rules (see The Argentine Thread guide).

Sources

← Mergers, spin offs and reorganizations: exiting or restructuring without liquidatingClosing down and employees: collective termination, final pay and worker rights →

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