Countries › Peru › Guide › 15. Exiting › Dissolution and liquidation of a solvent Peruvian company

Dissolution and liquidation of a solvent Peruvian company

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

A solvent company closes in three registered stages: dissolution agreed by the shareholders, liquidation run by liquidators who replace the board and managers, and extinction recorded at SUNARP. Each stage has public notices, the liquidators cannot pay shareholders before paying or depositing creditor claims, and the final balance sheet must be published. Registry fees are small (0.48 percent of a UIT per filing, about S/ 26.40 in 2026); the real cost and time are in tax clearance, staff termination and creditor settlement.

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

Dissolution trigger for losses	Net equity below one third of paid in capital textLGS art. 407 num. 4, as of 2026-10-28 · in force
Time to restore plurality of shareholders	6 monthsLGS art. 407 num. 6, as of 2026-10-28 · in force
Deadline to hold the dissolution meeting after a cause arises	30 daysLGS art. 409, as of 2026-10-28 · in force
Deadline to publish the dissolution (three notices)	10 daysLGS art. 412, as of 2026-10-28 · in force
SUNARP fee to register dissolution, and again for extinction	0.48% of a UIT (S/ 26.40 in 2026) each textSUNARP TUPA procedures 17 and 19, 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
Liquidation proceeds above nominal capital plus premium	Taxed as a dividend textLIR art. 24-A d), as of 2026-10-28 · in force

The rule

1. A company dissolves on: expiry of its term (automatic); completion or impossibility of its purpose or not pursuing it for a long period; continued inactivity of the shareholders' meeting; losses that cut net equity below one third of paid in capital unless offset or capital is increased or reduced; a creditors' meeting decision or bankruptcy; loss of plurality of shareholders not restored within six months; a Supreme Court resolution; a shareholders' agreement; and other causes in the bylaws or the law.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 407, 1997-12-05 official text · verified 2026-10-28

2. When a cause of dissolution arises, the board (or any partner, administrator or manager if there is no board) must call a shareholders' meeting within 30 days to agree the dissolution or other measures. If the meeting is not called or does not decide, any partner, director or manager can ask the court of the corporate domicile to declare the dissolution in summary proceedings.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 409, 1997-12-05 official text · verified 2026-10-28

3. The dissolution agreement must be published three consecutive times within 10 days of being adopted, and the registration request filed within 10 days of the last notice, with a notarised copy of the minutes.
Cost to do it: SUNARP: 0.24% of a UIT review plus 0.24% registration, S/ 26.40 (US$8).
Example: Registry fee S/ 26.40. / Registry fee US$8.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 412, 1997-12-05 official text · verified 2026-10-28

4. Once dissolved, the company keeps its legal personality during liquidation and adds 'en liquidación' to its name. The powers of directors, managers and representatives cease and the liquidators take over. Liquidators are appointed by the meeting (an odd number, paid unless agreed otherwise) and may be individuals or companies.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 413 and 414, 1997-12-05 official text · verified 2026-10-28

5. Liquidators represent the company with general and special procedural powers, prepare the opening inventory and financial statements, keep the books, finish pending operations, sell assets for value, collect receivables and unpaid capital calls, settle, pay creditors and shareholders, and call meetings. If assets run out with creditors unpaid, they must inform the meeting and request bankruptcy under the insolvency law.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 416 and 417, 1997-12-05 official text · verified 2026-10-28

6. Liquidators present the liquidation report, the proposed distribution of net equity, the final liquidation balance sheet and the income statement to the meeting; if the meeting fails to meet on first and second call, they are deemed approved. The approved final balance sheet is published once.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 419, 1997-12-05 official text · verified 2026-10-28

7. The remaining assets are distributed per the law, bylaws and registered shareholder agreements, otherwise pro rata to capital. Liquidators cannot distribute without first paying creditors or depositing their claims; unclaimed amounts are deposited in a Peruvian bank; advances to shareholders are made under the liquidators' joint liability.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 420, 1997-12-05 official text · verified 2026-10-28

8. After the distribution, the liquidators file a request (signature certified by a notary) stating how the assets were divided and the deposits made, with proof of the final balance sheet notice, and name the custodian of the books. Registration of the extinction ends the company.
Cost to do it: SUNARP: 0.24% plus 0.24% of a UIT, S/ 26.40 (US$8). The gob.pe procedure sheet shows a reference base cost of S/ 25.60.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997); SUNARP TUPA procedure 19, LGS art. 421; TUPA Registro de Personas Jurídicas procedure 19, 1997-12-05 official text · verified 2026-10-28

9. Liquidators' liability lapses two years after their role ends or the extinction is registered. Unpaid creditors of an S.A. or limited partnership may claim against shareholders up to what each received in the liquidation, and against liquidators if the non payment was their fault; these claims lapse two years after registration 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

10. For income tax, what shareholders receive on liquidation above the nominal value of their shares plus premium is a dividend, and 5 percent is withheld for non resident shareholders.
Example: Nominal capital S/ 1,000,000, distribution S/ 1,600,000: dividend S/ 600,000, withholding S/ 30,000. / Nominal capital US$289,687, distribution US$463,499: dividend US$173,812, withholding US$8,691.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 56 e), Art. 24-A d) and 56 e), 2004-12-08 official text · verified 2026-10-28

11. A company in liquidation (unless due to nullity or term expiry) can revoke the dissolution and continue, or transform, as long as distribution to shareholders has not started.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 342, 1997-12-05 official text · verified 2026-10-28

Stage	Key act	Notices	SUNARP fee 2026
Dissolution	Shareholders agree dissolution and appoint liquidators	3 consecutive notices within 10 days; filing within 10 days of the last	S/ 26.40
Liquidation	Liquidators realise assets, pay or deposit creditors, close tax and labour matters	Final balance sheet published once	None while ongoing
Distribution	Remaining assets paid to shareholders pro rata	None	None
Extinction	Liquidators file request with final balance sheet notice	None	S/ 26.40
RUC deregistration	SUNAT deregistration with the extinction entry	None	Free

Stages of a solvent wind down (LGS art. 407 to 422; SUNARP TUPA)

Worked example

Worked example: a Peruvian S.A.C. owned by a foreign parent has nominal capital S/ 1,000,000 (US$289,687) and, after paying all creditors and taxes, net assets of S/ 1,600,000 (US$463,499). The liquidators distribute S/ 1,600,000 (US$463,499); S/ 600,000 (US$173,812) is a dividend and 5 percent, S/ 30,000 (US$8,691), is withheld. The parent receives S/ 1,570,000 (US$454,809), which it can remit freely under DL 662 art. 7.
Registry cost of the whole closure: dissolution S/ 26.40 plus extinction S/ 26.40, total S/ 52.80 (US$15), before notary, publication, accounting and legal fees.

Step by step

Confirm the cause of dissolution and hold the shareholders' meeting (within 30 days if a legal cause arose).
Publish the dissolution three times within 10 days and file at SUNARP within 10 days of the last notice.
Liquidators take office, add 'en liquidación' to the name and prepare the opening inventory and financial statements.
Terminate staff under the collective termination route for dissolution (see closing down and employees) and pay benefits within 48 hours.
Sell assets, collect receivables, pay creditors and taxes, deposit unclaimed or disputed amounts.
Approve and publish the final liquidation balance sheet; distribute the remainder, withholding 5 percent on any excess over capital.
Register the extinction at SUNARP, then deregister the RUC at SUNAT within the process on the SUNAT page.

Common traps

Distributing to shareholders before creditors are paid or their claims deposited makes liquidators jointly liable and lets creditors claim against shareholders for two years.
Directors and managers lose their powers at dissolution; banks and counterparties will ask for the liquidators' registered appointment.
A company that keeps operating despite a cause of dissolution becomes irregular, and its administrators become personally, jointly and without limit liable (LGS art. 423 and 424).
If assets turn out insufficient, the liquidators must switch to the insolvency route rather than pay creditors selectively.
Registration of the extinction does not end tax obligations already generated; SUNAT can still collect within the limitation period.

Sources

← Returning capital: capital reductions, creditor opposition and the deemed dividend ruleInsolvent exit: INDECOPI insolvency proceedings and creditor driven liquidation →

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