What is a subsidiary in Peruvian law?
In Peru, “subsidiary” is used to describe a company incorporated under Peruvian law and controlled, directly or indirectly, by a parent company. It is not an autonomous corporate form provided for by that name in the General Companies Law: the new company adopts a form recognized by law, for example a public limited company or a closed public limited company.
An independent legal entity
Since its registration in the Registry, the Peruvian company has its own legal personality, assets, name, domicile, administrative bodies, obligations and its own RUC number. The Italian company participates as a shareholder or partner, but the subsidiary enters into its contracts and carries out its activities in its own name.
Difference compared to a branch
The subsidiary is a Peruvian company different from its parent company. The branch, on the other hand, is a secondary establishment and lacks independent legal status; According to article 396 of the General Companies Law, it acts through permanent legal representation and the main company is responsible for its obligations.
How it is usually constituted
The process includes the election of the corporate form, name reservation, articles of incorporation and statute, identification of partners, capital contributions, appointment of administrators, public deed and registration in SUNARP. Afterwards, the tax registration and authorizations that correspond to the activity are carried out.
Italian company documents
When the parent company participates in the constitution, a certificate of validity, statute, agreement of the competent body, powers and documents of its representatives may be required. Documents issued in Italy must be prepared with the formalities required for use in Peru and translated into Spanish when appropriate.
Translation and professional coordination
We translate statutes, agreements, powers of attorney, registration certificates and other Italian documents according to the list prepared by the lawyer or notary. The choice of the corporate structure and its tax effects must be reviewed with Peruvian advisors.