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Setting up a company in Peru from abroad: ways and practical alternatives

Setting up a company in Peru does not necessarily require that the partners or shareholders are physically in the country. Nowadays, it is common that foreign investors or Peruvians living abroad seek to create a company in Peru to start operations, invest, hire staff or develop a commercial project from abroad.

The good news is that it is possible to set up a company from abroad without traveling to Peru. However, for the process to be efficient, it is important to correctly choose the applicable legal path, according to our particular needs.

How to set up a company in Peru without traveling: the path of power granted from abroad

The natural way to set up a company in Peru without traveling is to grant a power of attorney to a person in Peru, so that they can sign the minutes, the public deeds and perform the necessary acts to complete the process including opening accounts, appointing representatives and registering the company with the Public Records and the tax administration.

This modality works properly as long as the power is well structured and contains clear powers. In practical experience, one of the most common errors is to use generic or incomplete powers of attorney, which are then observed by a notary or by the registrar, causing delays or the need to reissue documentation.

Power to incorporate a company in Peru: requirements and recommended powers

To set up a company through a proxy, the power of attorney must allow the proxy to perform specific acts related to the corporate process. It is usually required to include powers to establish companies, sign a social pact and statute, participate in notarial formalization, appoint general management and sign any document necessary to complete the comprehensive incorporation process.

This point should be reviewed on a case-by-case basis, because each corporate structure may require different nuances. In addition, if the partner is a foreign company, it is important to check that whoever grants power has sufficient powers according to the corporate regulations of the country of origin, in addition to complying with the requirements for granting power of attorney of companies domiciled abroad, established by Peruvian registry regulations.

Setting up a company in Peru from abroad is possible, but the legal structure makes the difference

Apostille and legalization of powers for Peru: foreign consulate or notary

The power to establish a company in Peru can be granted to the Peruvian Consulate in the country where the partner is located. However, it is also possible to grant it to a foreign notary, provided that the formalities required for its use in Peru are then fulfilled.

Depending on the country, this may involve apostille under the Hague Convention or consular legalization if the country is not part of the apostille system. In addition, when the document is issued in a language other than Spanish, translation by an official translator may be required.

Legal alternatives if the partner is abroad and does not yet have powers ready

There are situations in which the investor or partner wants to move forward quickly with the project, but does not have complete documentation to issue a formal power of attorney from abroad. In these types of cases, some legal structures can be evaluated to organize the relationship between parties and allow certain acts to be advanced in a strategic manner, always within a secure legal framework.

Mandate without representation in Peru: what is it and when is it used

The office without representation is a legal figure through which a person acts in their own name, but on behalf of another. In practice, this mechanism is often used in company incorporation processes when there is urgency on the part of shareholders or when seeking to avoid formal steps associated with the granting of powers from abroad, which can take several weeks to complete depending on the country and the applicable notarial or consular requirements.

It should be noted that the term of office without representation is an alternative fully accepted by Peruvian regulation. However, its application requires careful management, since it is essential that the people who act in the act of incorporation be of absolute trust, since they will be the ones who will formally appear as shareholders in the initial stage, even if they are not the real economic owners.

In general, the constitution procedure by mandate without representation is usually carried out in three stages:

  1. First, the real shareholders (principals) agree and define the conditions under which the company will operate in Peru, including the corporate structure, the share capital, the rules of administration and the role of management or legal representation.
  2. Second, the shareholders (principals) appoint people of trust (representatives) to carry out the incorporation process in Peru as if they were setting up the company for themselves, signing the minutes and the public deeds, and carrying out the necessary steps for registration.
  3. Finally, once the company is established, the representatives formalize a recognition of the real owner and proceed to transfer the shares or shares in favor of the real shareholders (principals), regularizing the ownership as previously agreed. This makes it possible to conclude the procedure safely, provided that the internal documentation and the form of transfer have been correctly planned.

In any case, this path is conditioned on a high standard of trust between shareholders and those responsible for the constitution. However, when properly implemented and with adequate legal support, the mandate without representation can become an efficient alternative to reduce time, avoid documentary friction and optimize costs associated with international procedures that, in certain cases, could be unnecessary or disproportionate to the urgency of the business.

Conclusion: Setting up a company in Peru from abroad is possible, but the legal structure makes the difference

Setting up a company in Peru from abroad is totally feasible, but the success of the process depends on a correct documentary organization and an adequate legal structure. The quality of power, compliance with formalities such as apostille or legalization, and the correct design of internal mechanisms, when alternatives such as mandate without representation are used, will be decisive in avoiding contingencies.

At EBS Abogados, we advise foreign and non-resident Peruvian clients who seek to establish and operate companies in Peru, designing efficient and safe routes to achieve registration and the start of operations without delays. If you wish, we can review your case and propose a clear strategy depending on the country where you are, the type of partner and the objective of the business in Peru.

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Eduardo Muñoz
Corporate Area Manager

Corporate lawyer with a strategic approach and business vision.

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