Our Senior legal experts outline the process to liquidate a company in Peru. Over the past few years, Peru has been one of the fastest-growing countries in the world according to the World Bank Group. Its GDP growth rate in 2022 rose to 2.7%. The 2022 growth rate, since 2023 suffered a contraction of 0.8%.
However, doing business in a Latin American country might not always go according to plan, and you may need to consider liquidation proceedings for your business. If you’re looking to liquidate a company in Peru, it is essential to understand the legal steps involved in the country’s dissolution and liquidation process.
If you’re considering exiting the market in Peru, it is important to know how to do this legally according to the country’s dissolution and liquidation process. This takes some time, as the system in Peru is complex. Ensure you find the right legal support to guide you through the steps required to liquidate a company in Peru. Ensure you have the assistance to liquidate your company in Peru successfully.
How is the Dissolution Stage prepared in Peru?
There are several circumstances which could influence a company’s decision to dissolve in Peru:
- The term set out in the company by-laws for its operational life expires.
- The company completes its corporate purpose, doesn’t fulfill it for a prolonged period, or cannot possibly fulfill it at all.
- Continued inactivity in the General Shareholders Meeting.
- Total incurred losses that reduce the value of net assets to less than one-third of the company’s paid-in capital, (unless this capital is increased or reduced).
- Creditors approve an agreement of bankruptcy or insolvency, following due legal procedures.
- Lack of plurality of shareholders for more than 6 months.
- Judicial resolution by the Supreme Court.
- The agreement was approved by the shareholders.
- Any other cause established in the corporate by-laws or in a shareholders’ agreement duly registered before the company.
What is the Process of Liquidation in Peru?
Liquidation is the way towards finishing a business and distributing its assets to claimants. It is an occasion that normally happens when an organization is insolvent, which means it can’t pay its obligations when they are expected to.
The process of liquidation in Peru involves 3 steps:
- Step 1 – Dissolutions.
- Step 2 – Liquidation proceedings.
- Step 3 – Extinction.
As organization tasks end, the rest of the assets are utilized to pay creditors and shareholders. If the company does not have debts, in theory, the process should be faster, however, it is important to review the accounting documents (financial statements, balance sheets, annual statements, etc.) to ratify that information.
1. Dissolutions
Dissolution is the procedure by which an organization (or a part of an organization) is finished, and the assets and property of the organization redistributed.
Liquidation begins with the dissolution process. At this stage, the General Meeting of Shareholders is called to agree upon the dissolution of the company. The company is responsible for registering it in Superintendence of Public Records and published in 2 newspapers of greater circulation at the national level, 3 times daily in a row.
2. Liquidation proceedings
Once the company has been dissolved, liquidation proceedings in Peru can begin.
To liquidate a company in Peru, shareholders must appoint a Liquidator who will act on behalf of the company to carry out liquidation proceedings. If the liquidation is not voluntary, the company will work with a court-appointed Liquidator.
- The Liquidator takes inventory of company assets
- The Liquidator sells company assets
- The Liquidator repays any debts owed in order of the payment priority set out in Peruvian law
- Any assets remaining after all debts have been paid to get distributed among shareholders
The liquidator must present and publish the following documents:
- The final balance
- The liquidation report
- The proposal of distribution of the net assets among the partners
- The final balance of the liquidation, the profit, loss statement and other corresponding accounts must be presented and published
In these 2 stages, you have a maximum period of 50 business days, between publications and registration.
3. Extinction
Finally, once the company’s assets are sold and debts paid, the company will formally close. In Peru, this is known as ‘extinction.’ This implies the legal disappearance of the company, Only the literal copy of the company is presented, where the extinction of the company is recorded. This is managed by the liquidator, which must be registered in the Public Registry and SUNAT (Superintendencia Nacional de Aduanas y de Administración Tributaria) At this stage, you have a maximum period of 60 business days to fully extinguish your company.
Approximately, there is a maximum term of 4-6 months for the process of dissolution, liquidation, and extinction of the company.
Common FAQs for Liquidating an Entity in Peru
Based on our extensive experience these are the common questions and doubts of our clients when liquidating a local entity
What is the process of liquidation in Peru?
- The liquidation process involves the following principal activities:
- The conduct of a shareholder’s meeting in which the shareholders approve the company`s dissolution.
- The appointment of a liquidator who will be legally responsible for the liquidation process; this person may be the company’s legal representative or a third party designated to act in this role.
- The registration of the shareholder’s meeting minutes with the responsible local authority.
- The national tax authority (“SUNAT”) and “Public Registers (“SUNARP”) must be informed formally of such a decision.
- A written notice of the company dissolution must be published in the local media as formal notification to external parties.
- The company accounts are to be finalized and audited (with any outstanding issues resolved)
- All assets are to be liquidated.
- Preparation and registration of the final settlement act.
How long does it take to liquidate a company in Peru?
The liquidation process will normally take between (6) and (12) months, assuming the entity is in good standing and no rectification work is required.
What is company liquidation?
Company liquidation is the process of winding up a company’s affairs, selling off its assets, paying its debts, and distributing any remaining assets to shareholders. It results in the company ceasing to exist.
Who can initiate the liquidation of a company in Peru?
Liquidation can be initiated by the company’s shareholders, directors, or creditors. In the case of voluntary liquidation, it is typically the shareholders or directors who make the decision. For compulsory liquidation, creditors usually petition the court to liquidate the company.
Liquidate your company in Peru with support from local legal experts
The Peruvian dissolution, liquidation and cancellation processes for a company can be complex. Make sure to connect a local legal expert to coordinate your company’s liquidation in Peru and exit from the market.
At Biz Latin Hub, our team of local and expatriate legal professionals in Peru can support your liquidation proceedings with due care and in full compliance with local law. As a market leader for corporate legal and accounting services in Latin America, we’re your single point of contact for multilingual market entry, exit, and back-office services.
Contact our specialists in Peru here at Biz Latin Hub for a personalized exit strategy and legal support.
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