What is a branch according to Peruvian law
Article 396 of the General Companies Law defines the branch as a secondary establishment through which a company develops, in a place other than its domicile, activities included within its corporate purpose. The branch of an Italian company is part of that same foreign company.
Does not have independent legal personality
The branch lacks its own legal personality and does not constitute a new Peruvian company. It has management autonomy within the activities assigned by the parent company, but acts legally as part of the Italian company. The main company is responsible for the obligations of the branch and the law considers any agreement to the contrary void.
Permanent legal representative
The branch must have at least one permanent legal representative in Peru. The establishment agreement must identify it and grant it the necessary powers to bind the company in the operations of the branch, in addition to the powers of representation required by applicable legislation.
Establishment agreement in Peru
The competent body of the Italian company must agree to the opening of the branch. The document must indicate the assigned capital, the domicile in Peru, the activities it will carry out, its correspondence with the corporate purpose, the permanent representative, its powers and the submission to Peruvian laws regarding the obligations contracted in the country.
Documents for registration
For the public deed and registration, the certificate of validity of the Italian company, its statute or equivalent instrument and the agreement to establish the branch are usually required. SUNARP establishes that the registration of a branch of a foreign entity is formalized by public deed executed before a notary or consul of Peru.
Italian documents and translation
Documents issued in Italy must comply with the formalities to produce effects in Peru. They must be presented in Spanish or with the required translation, in addition to the corresponding apostille or legalization. We translate certificates, statutes, agreements, powers and annexes according to the instructions of the notary, lawyer and registrar.
Difference compared to a subsidiary
The branch maintains the personality of the Italian parent company and it is directly responsible for its obligations. A subsidiary, on the other hand, is a company incorporated in Peru, with its own legal personality, assets, organs and obligations, even if it is controlled by the Italian company.