Setting up a representative or branch office in Peru
If you do not want to set up a local business yourself, you should have a local representative either on a commission basis or as an agent. A local agent can deal with Peruvian bureaucracy and legal procedures concerning import or exports of seafood products, as well as quality control and container handling. However, if you want more control over activities happening in Peru you might consider to set up a representative or branch office. These can be registered at the Register of Legal Entities of the SUNARP Register Zone of its location.
A representative office in Peru, locally known as ‘oficina de representacion
’, is not considered as a legally separate entity from its parent company by the Peruvian government. As a result, the office can only perform activities limited to market research and promotion of product and services of the parent company. Commercial activities are not allowed. Not a lot of information about how to set up this kind of office is available.
A branch office is locally known as a ‘surcursal
‘. The General Companies Law permits the setup of permanent establishments in Peru to set up branch offices. Just as a representative office, a branch office does not have any legal status independent from its parent company, except for taxation purposes, and is required to have a permanent legal representative who resides in Peru. In return, a branch office enjoys autonomous management in the field of activities that have been assigned to them by the parent company, in accordance with powers granted to their representatives. Setting up a branch office requires a Public Deed of Incorporation of the Branch Office, which according to Lima Easy (2015) must include the following:
- Certificate of good standing of the parent company. Foreign incorporated companies need to submit an additional document which states that they are not prevented from creating branch offices abroad.
- A copy of the articles of association, bylaws or equivalent instruments in the country of origin (if applicable).
- A document that states the agreement on creating the branch office, which is executed by the competent body of the parent company indicating the following:
- The capital stock assigned to the branch office.
- The activities to be performed by the branch office, and a statement that these activities are in line with the purpose of the parent company.
- A statement on the location of the branch.
- The appointment of one or more permanent legal representative(s) in Peru.
- The powers granted to this representative, and his or her submission to the laws of Peru so he/she can be made liable for the obligations that the branch office may undertake.
- The legal representative of the branch office needs to granted enough power to solve issues related to company’s activities, represent company operations performed by the branch office. The representative also needs general legal representation powers, which are required by law.
The power appointed to a representative must be legalized by the Ministry of Foreign Affairs. The document stating the power granted to the representative must be written in Spanish, and a business visa or foreign resident card is required if the representative is a non-Peruvian.