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Director, liquidator and shareholder liability when exiting Peru

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

Directors answer without limit and jointly for acts contrary to law or the bylaws, fraud, abuse of powers or gross negligence, unless they record their dissent; managers answer jointly with them. For taxes, legal representatives and de facto administrators are personally liable when taxes go unpaid through fraud, gross negligence or abuse, presumed in cases such as missing books, and liquidators when their acts or omissions cause non compliance. Shareholders who receive liquidation proceeds answer to unpaid creditors and SUNAT up to what they received, and those running a company that continues despite a cause of dissolution face unlimited personal liability.

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

Director liability	Unlimited and joint for acts against law or bylaws, fraud, abuse or gross negligence textLGS art. 177, as of 2026-10-28 · in force
Liquidator liability period	2 yearsLGS art. 415, as of 2026-10-28 · in force
Unpaid creditor claims against shareholders after extinction	2 years, up to amounts received textLGS art. 422, as of 2026-10-28 · in force
Tax liability of legal representatives	Joint when unpaid by fraud, gross negligence or abuse; presumed in listed cases textTax Code art. 16, as of 2026-10-28 · in force
Tax liability of shareholders receiving liquidation assets	Joint up to value received textTax Code art. 17 num. 2, as of 2026-10-28 · in force
Fine for trading after insolvency liquidation agreement	1 to 100 UIT textLey 27809 art. 74.1 (DL 1189), as of 2026-10-28 · in force

The rule

1. Directors are liable without limit and jointly to the company, shareholders and third parties for damage caused by resolutions or acts contrary to the law or the bylaws, or done with fraud, abuse of powers or gross negligence. They are also jointly liable with predecessors for irregularities they knew of and did not report in writing to the shareholders' meeting.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 177, 1997-12-05 official text · verified 2026-10-28

2. A director who took part in or learned of a resolution is not liable if he or she expressed disagreement at the time and ensured it was recorded in the minutes or stated it by notarial letter.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 178, 1997-12-05 official text · verified 2026-10-28

3. The general manager answers for damage caused by breach of duties, fraud, abuse of powers and gross negligence, particularly for the accounting system and books, internal controls, keeping company funds in the company's name and truthful information, and is jointly liable with directors when taking part in their wrongful acts or not reporting them.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 190 and 191, 1997-12-05 official text · verified 2026-10-28

4. Returning contributions in a capital reduction before 30 days from the last notice is not enforceable against an opposing creditor, and the directors become jointly liable with the company to that creditor.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 218, 1997-12-05 official text · verified 2026-10-28

5. A company that continues operating despite having incurred a cause of dissolution becomes irregular. Its administrators, representatives and anyone acting in its name become personally, jointly and without limit liable for contracts and acts from that point.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 423 and 424, 1997-12-05 official text · verified 2026-10-28

6. Liquidators' liability lapses two years after their role ends or the extinction is registered. Unpaid creditors of an S.A. may claim against shareholders up to what each received in the liquidation, and against liquidators if the non payment was their fault, within two years of the extinction.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 415 and 422, 1997-12-05 official text · verified 2026-10-28

7. Legal representatives and those appointed by legal entities, administrators and agents must pay taxes with the resources they manage and are jointly liable when taxes go unpaid through fraud, gross negligence or abuse of powers. Liquidators of companies are liable when their action or omission causes non compliance. Fraud or gross negligence is presumed, unless proven otherwise, in cases such as not keeping accounts or not showing books within 10 business days, keeping two sets of books, being a 'no habido' taxpayer, not registering with SUNAT or issuing duplicate invoice numbers.Texto Único Ordenado del Código Tributario (Decreto Supremo Nº 133-2013-EF, published 22 June 2013); art. 16 third paragraph substituted by Decreto Legislativo Nº 953 (5 February 2004); paragraph on burden of proof added by Ley Nº 27335 (31 July 2000), Art. 16, 2004-02-05 official text · verified 2026-10-28

8. A de facto administrator who has decisive management or influence over the debtor without formal appointment (for example after resigning or through others) is jointly liable for taxes unpaid through fraud or gross negligence.Texto Único Ordenado del Código Tributario (Decreto Supremo Nº 133-2013-EF, published 22 June 2013), Art. 16-A, 2013-06-22 official text · verified 2026-10-28

9. Shareholders who receive assets on liquidation are jointly liable for the company's taxes up to the value received; acquirers of business assets or liabilities are jointly liable as set out in art. 17. SUNAT must notify a resolution attributing liability with its cause and amount, which the person can challenge.Texto Único Ordenado del Código Tributario (Decreto Supremo Nº 133-2013-EF, published 22 June 2013); art. 17 substituted by DL 953; art. 20-A, Art. 17 num. 2 and 3; art. 20-A, 2013-06-22 official text · verified 2026-10-28

10. In an INDECOPI liquidation, directors, managers or administrators who keep carrying on the business after the liquidation agreement is signed can be fined 1 to 100 UIT, in addition to civil and criminal liability.
Example: Up to S/ 550,000 in 2026. / Up to US$159,328.Ley Nº 27809, Ley General del Sistema Concursal, as amended by Decreto Legislativo Nº 1189 (El Peruano, 21 August 2015), Art. 74.1, 2015-08-21 official text · verified 2026-10-28

11. A Peruvian company is jointly liable for income tax on a non resident's direct or indirect sale of its shares when related to the seller in any of the prior 12 months, unless withholding applied.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 68 as amended by DL 1424, Art. 68, 2018-09-13 official text · verified 2026-10-28

Person	Exposure	Source
Directors	Unlimited, joint; dissent in minutes protects	LGS art. 177 and 178
General manager	Damage from breach of duties; joint with directors	LGS art. 190 and 191
Liquidators	Two years after role ends or extinction; tax liability for acts or omissions	LGS art. 415; Tax Code art. 16
Shareholders	Up to liquidation proceeds received, for creditors and taxes	LGS art. 422; Tax Code art. 17
Administrators of an irregular company	Personal, joint and unlimited	LGS art. 424
De facto administrators	Joint for taxes unpaid by fraud or gross negligence	Tax Code art. 16-A

Who can be pursued after an exit

Worked example

Worked example: a foreign parent receives S/ 3,000,000 (US$869,061) on liquidation; SUNAT later assesses S/ 800,000 (US$231,750) of unpaid tax from the last open year. SUNAT can notify a liability resolution to the parent for up to S/ 3,000,000 (US$869,061) (the value received), so it can collect the full S/ 800,000 (US$231,750) from the parent.
If the general manager kept two sets of books, gross negligence is presumed and the manager can be made personally jointly liable for the unpaid taxes.

Step by step

Before dissolving, have the board record the dissolution cause and call the meeting within 30 days (LGS art. 409).
Directors who disagree with a resolution should record dissent in the minutes or by notarial letter.
Keep books and records up to date and available; missing books shift the burden of proof onto representatives.
Do not distribute to shareholders before creditors and taxes are paid or deposited.
Hold back a reserve or obtain indemnities for open tax years before final distribution.
Formally resign and register the end of appointments; de facto control after resignation can still create tax liability.

Common traps

Parents that appoint their own executives as Peruvian directors expose those individuals to unlimited joint liability.
Resigning on paper while still running the company does not protect against tax liability as a de facto administrator.
Liquidation proceeds remain exposed to creditor and tax claims; two years under the Companies Law and until time barred under the Tax Code.
Continuing to operate after a cause of dissolution (such as losses below one third of capital) makes the company irregular with personal liability for administrators.

Sources

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