Countries › Peru › Guide › 15. Exiting › Closing with SUNAT: RUC deregistration, limitation periods and inactive company strike off

Closing with SUNAT: RUC deregistration, limitation periods and inactive company strike off

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

After SUNARP registers the extinction (or the merger), the company asks SUNAT to deregister its RUC; the procedure is free and SUNAT has up to 45 business days to decide. Deregistration does not cancel taxes already owed: SUNAT can assess for 4 years after the relevant filing year, 6 if no return was filed and 10 for withholding taken but not paid, and shareholders who received liquidation assets answer up to what they got. Companies left dormant are not a safe exit: SUNARP can annotate and then strike off companies inactive for 10 years, but creditors and SUNAT keep their rights.

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

SUNAT maximum term to decide RUC deregistration	45 business days textRS 210-2004/SUNAT art. 27, as of 2026-10-28 · in force
Fee for RUC deregistration	Free textSUNAT procedure on gob.pe, as of 2026-10-28 · in force
Maximum temporary suspension of activities	12 monthsRS 210-2004/SUNAT art. 26, as of 2026-10-28 · in force
Tax assessment limitation period	4 years; 6 if no return; 10 for unpaid withholding textTax Code art. 43, as of 2026-10-28 · in force
Retention of books and records	5 years or the limitation period, whichever is longer textTax Code Table I, as of 2026-10-28 · in force
Inactivity before SUNARP preventive annotation	10 years without registered corporate acts, plus tax inactivity textDL 1427 art. 6, as of 2026-10-28 · in force
Time from annotation to ex officio extinction	2 yearsDL 1427 art. 7 and 10, as of 2026-10-28 · in force

The rule

1. A taxpayer must request deregistration of its RUC on transfer of the business, definitive closure, bankruptcy, extinction of a legal entity registered with SUNARP (or dissolution where that ends its taxpayer status), or any other event that ends its taxpayer status. For mergers, spin offs and other reorganizations the art. 25 notice rules apply. SUNAT decides within a maximum of 45 business days, and approval does not release the debtor from tax obligations it may have generated or prevent SUNAT from enforcing them.Resolución de Superintendencia Nº 210-2004/SUNAT, RUC regulation (published 18 September 2004); last paragraph of art. 27 substituted by RS Nº 152-2015/SUNAT (16 June 2015), Art. 27, 2015-06-16 official text · verified 2026-10-28

2. The deregistration request is free. Beforehand the company must obtain the SUNARP registry entry showing the extinction (or the absorbing company's merger entry), deregister its invoice series and payment vouchers and cancel printing authorisations. It files Form 2135 (deregistration) and Form 2054 (removal of legal representatives and related persons such as shareholders) at a SUNAT taxpayer service centre, signed by the legal representative or the liquidator. The resolution is notified to the SOL electronic mailbox or the tax address.
Cost to do it: Free at SUNAT.SUNAT procedure sheet on gob.pe, 'Dar de baja al RUC de persona jurídica' (last changed 11 February 2022), Requirements and steps, 2022-02-11 official text · verified 2026-10-28

3. Taxpayers can report a temporary suspension of activities for up to 12 consecutive calendar months. If no restart is reported after 12 months, SUNAT may deregister the RUC of its own motion when it presumes no taxable activity, and the taxpayer may also request deregistration.Resolución de Superintendencia Nº 210-2004/SUNAT, RUC regulation (published 18 September 2004); art. 26 substituted by RS Nº 203-2006/SUNAT (25 November 2006), Art. 26, 2006-11-25 official text · verified 2026-10-28

4. The permanent closure of establishments (head office, branches, premises, warehouses, offices) and changes of legal representatives must be reported to SUNAT within five business days.Resolución de Superintendencia Nº 210-2004/SUNAT, RUC regulation (published 18 September 2004), Art. 24 d) and f), 2004-09-18 official text · verified 2026-10-28

5. SUNAT's power to assess, collect and sanction is time barred after four years, six years for those who did not file the return, and ten years when a withholding or collection agent did not pay the tax withheld. The period runs from 1 January of the year after the annual return was due (or after the obligation became payable, for monthly taxes and advance payments).Texto Único Ordenado del Código Tributario (Decreto Supremo Nº 133-2013-EF, published 22 June 2013); art. 43 substituted by Decreto Legislativo Nº 953 (5 February 2004); art. 44 num. 2 amended by Decreto Legislativo Nº 1263 (10 December 2016), Art. 43 and 44, 2004-02-05 official text · verified 2026-10-28

6. Failing to keep books, records and supporting documents for five years or the limitation period, whichever is longer, is a tax infringement; this includes beneficial ownership information and due diligence records.Texto Único Ordenado del Código Tributario (Decreto Supremo Nº 133-2013-EF, published 22 June 2013); Table I, heading 3, as modified by Decreto Legislativo Nº 1372 (2 August 2018), Table I, heading 3, seventh item, 2018-08-02 official text · verified 2026-10-28

7. Shareholders who receive assets on the liquidation of a company are jointly liable for its tax debts up to the value they receive. Liquidators of companies are liable as representatives when their action or omission causes non compliance.Texto Único Ordenado del Código Tributario (Decreto Supremo Nº 133-2013-EF, published 22 June 2013), Art. 16 num. 5 and second paragraph; art. 17 num. 2, 2004-02-05 official text · verified 2026-10-28

8. SUNARP annotates of its own motion a preventive entry of presumed prolonged inactivity on companies that have registered no corporate act for 10 years and either have no RUC or, having one, filed no tax returns for six years (or, for withholding agents, 10 years, or four years for information returns) and have no tax debt or pending tax proceedings. The entry lasts two years, after which SUNARP registers the company's extinction of its own motion unless the entry was cancelled, for example because the company registered a corporate act, has business activity or proceedings, owns registered property, owes protested instruments or debts, or has employees registered for more than a year. The extinction does not affect the rights of shareholders or of creditors, who may act under the rules on irregular companies.Decreto Legislativo Nº 1427 (El Peruano, 16 September 2018), Art. 6, 7, 8, 10 and 11, 2018-09-16 official text · verified 2026-10-28

Step	Authority	Term or cost
Register extinction (or merger)	SUNARP	35 day legal term; 0.48% of a UIT
Cancel invoice series and printing authorisations	SUNAT	Before the request
File Forms 2135 and 2054	SUNAT	Free
Deregistration resolution	SUNAT	Up to 45 business days
Exposure to assessment	SUNAT	4, 6 or 10 years from 1 January after the filing year

Closing sequence with SUNARP and SUNAT

Worked example

Worked example: a company files its final annual return for 2026 in 2027. SUNAT can assess that year until 31 December 2031 (four years from 1 January 2028). If the return was never filed, until 31 December 2033. Shareholders who received liquidation proceeds can be pursued up to what they received.
Deregistration itself costs nothing; the cost is in final filings, the accountant's closing work and keeping the records for at least five years.

Step by step

File the final monthly returns and the final annual return; settle or appeal any pending assessments.
Register the extinction at SUNARP and obtain the registry entry.
Deregister invoice series and printing authorisations; report closure of establishments within five business days.
File Forms 2135 and 2054 at a SUNAT service centre with the liquidator's identity document and the SUNARP entry.
Track the resolution in the SOL mailbox (up to 45 business days).
Name a custodian for books and records (LGS art. 421) and keep them for at least five years or the limitation period.

Common traps

SUNAT will not deregister a company that has not registered its extinction at SUNARP, and a deregistered RUC does not extinguish tax debts.
Shareholders who took liquidation cash remain exposed up to the amount received until the debts are time barred.
Leaving a company dormant instead of liquidating it keeps directors and shareholders exposed and only leads to strike off after 10 years of inactivity plus a two year annotation, with third party rights preserved.
The six year period for unfiled returns means a missed final return extends exposure by two years.

Sources

← Closing down and employees: collective termination, final pay and worker rightsAsset sale and business transfer: selling the business instead of the shares →

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