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Closed Company, without Board of Directors - Sociedad Anonima Cerrada (SAC)

What is the main source of law authorising this entity form?

General Corporate Law (Ley General de Sociedades)

Give a brief summary of the entity form:

Does the entity possess separate legal personality?

The SAC has legal personality.

(Maximum) period of existence

There is no maximum period but should be indicated the term at the incorporation.

Governing document(s)

The SAC is governed by its articles of incorporation (contained in a notary public deed)

Liability of incorporators / shareholders

Shareholders are only liable to the equity amount of their shares (no personal liability for company debt).

(Governing) bodies

Shareholders; a Board of Directors is optional; and Management.

Other particularities


Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions, equity acquisitions, etc.)?

Under Peruvian law, it is possible for a SAC to enter into an international cross border transaction to acquire, merge and divest all or a portion of its assets and liabilities

Can this type of entity be publicly listed or held?

No. The one that could be listed is the Open Company (Sociedad Anonima Abierta)

Can this type of entity by used for a non-profit or charitable organization?

No. The entities that are used for a non-profit or charitable organization are Associations or Foundations.

Give a brief summary of the process of incorporation, formation, or organization, including:

Main documents required

A Public Deed of Incorporation executed before a Notary and in the Spanish language.

Involvement of notary, company register, governmental authorities

The Public Deed can be executed pursuant to a Power of Attorney.

SAC must be registered at the Public Registry but has already come into existence pursuant to the Public Deed.

Timing (estimate)

Incorporation is not subject to any waiting period.

Main costs, including registration and similar fees (excluding legal fees)

The main cost are lawyers, notary and Public Registry fees.

Is a description of the anticipated business or purpose of the entity required for incorporation, formation or organization?

The corporate object and the appointment of the General Manager (Gerente General) have to be stated in the articles of incorporation.

Minimum number of incorporators / shareholders and residency requirements

There must be two incorporators both of which can be foreigners.

Minimum number of directors (or other applicable officers) and residency requirements

3 Directors - all of which can be foreigners.

Minimum share capital, or equivalent, and payment requirements (including opening a bank account)

Minimum amount of US$300 and no less than 25% of the share capital has to be paid in.

Is the physical presence of incorporators / directors required in the jurisdiction for incorporation, formation or organization?

It is not necessary and can be carried out with a power of attorney.

Is a tax identification number, or equivalent, required? If so, how is it obtained?

The Tax Authority issues the tax identification number.

What is the title of the applicable company registry?

Public Registry (Registros Publicos)

What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.:

The information that has to appear in the Public Deed and will be public is:

  • Name of SAC
  • Business or purpose of the SAC
  • Address
  • Term of Existence of the SAC
  • Share capital and share types
  • Regime of corporate structure of the SAC
  • Rules for capital increase or reduction
  • Rules for the approval of annual results of the SAC
  • Rules for the profit distribution
  • Rules for the dissolution and liquidation of the SAC


What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?

The Shareholders (Junta de Accionistas) of a SAC (without Board) give direction to the General Manager, who is the executive body in a SAC.

How are the members of executive body appointed, dismissed and replaced?

At the adoption of the Public Deed of incorporation, the General Manager should be appointed. The General Manager is changed by the Shareholders.

Is it possible to appoint corporate directors or must all directors be natural persons?


Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure_ or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?

The SAC should always have a General Manager.

What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?

The Shareholders give the directions to be carried out by the General Manager and approve the financial statements, capital increases or reductions, distributions of profits and liquidation of the SAC.

What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?

The important decisions like increases or reductions of capital or modification of the Bylaws need a quorum of 66% of the shares. For other decisions, a quorum of 51% of the shares is needed. Decisions are taken by majority of votes. A higher quorum requirement can be set by the Bylaws.

Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?

An Open Company (Sociedad Anonima Abierta) has special controls required if listed on the stock exchange.

What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?

The SAC must maintain accounting records prepared by an accountant and the financial records have to be approved by the shareholders during the first 3 months of the year.

Is the entity permitted to determine its own financial year?

No. It starts in January and ends in December.

Is the entity subject to any statutory (external) auditor obligations?

A SAC does not have to audit its financial statements.

Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?

A SAC must have an external or inhouse accountant to keep the financial statements.

What is the title designated for 'ownership interests' (e.g. shares, quota, interests, membership)?

Shares (Acciones)

Are different classes of ownership interests possible? If so, what are some examples of different classes?

Different classes of shares are permitted, even shares without voting rights.

What documentation is required for the transfer of ownership interests?

Transfers of shares are done in private and registered in a Share Book that the General Manager keeps.

Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?


Are there any applicable stamp duties imposed when transferring ownership interests?


How are shares issued? (including information on payment obligations, registration requirements)

Shares are issued in accordance with the Bylaws. The shares are registered in the Share Book.

Further information on equity contributions, e.g., non-cash payments on shares, (share premium) contributions without issuances of shares, can partially paid shares/ownership interests be permitted and what are the restrictions on them?

Non-cash payments require an opinion issued by the General Manager regarding the value of the payment.

Share premiums are possible.

Any requirements with respect to share cancellation, share repurchase and other capital reductions

Share cancellations and share repurchases are subject to having sufficient equity.

Capital reductions can also occur by agreement of the shareholders

Any requirements with respect to distributions to shareholders?

The shareholders must agree on the distributions and a General Manager opinion is required.

Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?

Yes. This type of agreement has to be registered in the share book of the SAC.

Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?

Each year the SAC must hold its annual general meeting and file its annual tax declaration.

What are the general corporate tax rates? (Specify if there is a national versus local distinction).

For 2021, 29.5% for income and 5% for distribution of dividends.

Summary of any specific matters, e.g. recent or prospective major legal developments

No imminent major legal developments are expected in 2021.

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Need more information?
Contact a member firm:
German Barrios
Barrios & Fuentes Abogados
Lima, Peru