1.

Introduction
Since the entry into force of Law No. 26887 - General Law of Companies in the year
1998, we have seen that year after year companies have chosen to use one of the
forms of anonymous societies provided for in the Law, to the detriment of the use of the
other forms of companies, some of which should even be eliminated already in the face of
its lack of use. However, in the case of the Commercial Company of Limited Liability
Limited (S.R.L.) many companies still exist that use it as a modality, which
what motivates the need to have a clear understanding of its functioning. In the present report,
we will develop the main characteristics of the S.R.L. and we will see that, in some
cases, it can be more convenient

Legal framework
The S.R.L. is governed by the provisions contained in articles 283° to 294° of
the General Law on Companies. Likewise, some provisions of the
public limited companies, such as those related to the call and holding of meetings
of partners. nothing that they

3. Definition
The S.R.L. is a legal entity formed by two to twenty people,
natural or legal entities that associate to develop a commercial activity in
set and benefit from the profits of that activity. Their capital is divided into
shares, accumulable, equal and indivisible. As its name indicates, S.R.L.
grants the benefit of limited liability to its participants, which
it means that the obligations assumed by the company towards third parties are only
covered by their assets and do not affect the personal assets of each one of them
partners, except for some exceptional cases established in the General Law of
Societies.
In this way, we have some essential characteristics of the S.R.L. that
we will develop next:

3.1. Number of partners

As we said, the LLC can be made up of a minimum of two and one
a maximum of twenty partners. This implies that the design of the S.R.L. is intended for
small organizations, with a limited number of members, so it is a
a good option in cases of organizations made up of people with
family or friendship ties.

3.2. Benefit of limited liability

Limited liability implies that the partners of the S.R.L. are not liable with
your personal assets for the obligations assumed on behalf of the company,
which are paid only with social equity. In this way, the
members can only be harmed up to the limit of their contributions to the capital
social. Although there are exceptions to this benefit, such as in cases where
the society has incurred in the causes of irregularity provided in the article
Article 423º1 of the General Law on Companies.

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LIMITED LIABILITY COMPANY

Closed society, mostly family-oriented, all partners know each other and not
allows strangers to enter.

They are not requested by shares, but rather the participations are equal and cumulative.
they are unthinkable.

The partners do not exceed twenty.

Partners are not personally liable for the company's obligations.

Forms of Constitution

Simultaneous or Private Constitution

Declaration of intent by the partners to establish an LLC simultaneously and

in a single act, the number of partners must also be indicated. The amount of capital
social and the details of the contributions made by each of the partners. Each
participation in which the share capital is requested must be paid at least in a
25%.

Requirements

1. Application registration form properly filled out and signed.

2. Simple copy of the identity document of the presenter, with the certificate of
having voted in the last elections or having requested the exemption
respective.

3. Payment of registration fees.

4. Public Deed containing the social pact and the statute.

Source: SUNARP
What is the Commercial Society of
Responsabilidad Limitada?

Often, when starting a business, the people who wish

to undertake a specific activity, the following question is posed: what type
of society or corporate form ands the most convenient when setting up a company?.

The General Corporation Law (LGS), Law No. 26887 (09.12.1997) regulates
a series of corporate types that people need to analyze in order to
Opt for the one that best suits your needs and interests: Closed,
Ordinary and Open; there is also the Limited Partnership (which can be
choose between the Simple or the Limited Partnership by Shares); in addition, there is the Company

Limited Liability Company and Civil Societies (in their

variants of Ordinary and Limited Liability.

Each of them shares common traits or characteristics, such as the shape of

constitution, the distribution of profits, the obligations of the General Assembly of
Partners, among other aspects.

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Limited Liability Commercial Company, few partners

In the Limited Liability Company, the capital is divided

in equal, accumulable and indivisible shares, which cannot be
incorporated into securities, nor be called shares. The partners cannot
exceeding 20 and not personally responding for social obligations.
The Limited Liability Commercial Company has a name,
being able to also use an abbreviated name, to which in any case it must add the
indication of limited liability commercial company or the abbreviation S.R.L.

Company Organs

Social Capital: The social capital is made up of the contributions of the partners.
to form the company, the capital must be paid in no less than twenty-five
percentage of each participation, and deposited in a banking or financial entity of
national financial system in the name of the society.

Shareholders: The will of the partners who represent the majority of the capital
social will govern the life of society. The statute determines the way it is
expresses the will of the partners, being able to establish any means that
guarantee its authenticity. The holding of a general meeting is mandatory.
when they request its realization, partners who represent at least one-fifth
of the share capital.

Company Organs: The general shareholders' meeting represents all the

partners of the company. On the other hand, management is the body responsible for the
direction and management of the company and is the legal representative of the
company.

Characteristics

. Closed society, mostly familial, all partners know each other and do not
allows strangers to enter.
. They are not divided by shares, but the participations are equal.
accumulated and indivisible
. The partners do not exceed twenty.
. The partners do not respond personally for the social obligations.

Requirements

. Properly completed and signed registration application form.

. Simple copy of the identity document of the presenter, with the
constancia de haber sufragado en las últimas elecciones o haber
requested the respective exemption.
. Payment of registration fees.
 Commercial Society of
Limited Liability, LLC.
What is the name of a Limited Liability Commercial Company?
Limitada, S.R.L.?
In a Limited Liability Company, it is possible to use a
abbreviated name by adding 'Commercial Company of Limited Liability'
"Limited" or the abbreviation "LLC".

What are the characteristics of a Commercial Company?

Limited Liability, LLC.
It has both personalist and capitalist characteristics. It's like a version
prior to the closed corporation. The S.R.L has a lot of relation to the
Closed Joint Stock Company. Its duration is indefinite.

What are the organs of a Commercial Company with Limited Liability?

Limited, LLC?
The organs of a Limited Liability Company, S.R.L. are
the General Assembly of Partners and Management.

How is the social will formed in a Commercial Society of

Limited Liability, S.R.L.
The will of the partners who represent the majority of the share capital is the
that will govern the life of society. In this case, it is the statute that determines the
form and manner regarding the will of the partners.

In what cases is a partner excluded or separated?

When the partner or manager violates the provisions of the statute, in case of
to commit intentional acts against society or when acting on one's own account or
alien to the same line of business that constitutes the corporate purpose of the Company
Limited Liability Company, LLC.

Who manages a Limited Liability Company,

S.R.L.?
It is managed by one or more managers, partners or not, who will represent the
society in matters related to its purpose. In this case, the managers do not
they may have other businesses with the same purpose as the company they manage.
Managers or administrators will have both general and
special regarding procedural representation due to having been
named.

What is the responsibility of managers?

Managers will be held accountable to society for the damages and harms caused.
whether by wrongdoing, abuse of power or gross negligence.

How are contributions constituted in a commercial company?

Limited Liability Company, S.R.L.
The contributions can be in cash or non-cash assets.

It is constituted by the contributions made by its members, which must be

paid at no less than twenty-five percent of each share. These
They must be deposited in a banking institution in the name of the company.

The shares are equal, accumulable, and indivisible, and cannot be

incorporated into securities, nor can they be called shares.

How many partners can form a Limited Liability Commercial Company?

Limited, S.R.L.?
It has a minimum of two and a maximum of twenty partners. By its nature
closed, it is an alternative for family businesses.

What is the basis of the social capital of a Commercial Company?

Limited Liability Company, S.R.L.
The share capital is based on shares.

How do partners respond in the event of bankruptcy?

The partners are liable only to the extent of their contributions.

How is the transfer of participations carried out?

It is carried out through a public deed and must be registered in the Public Registry.
of Legal Entities.

You can also readTypes of Commercial Companies in Peru

We are a law firm with specialized lawyers in Business Law.
Corporate. You can contact us through the followingFORM
Wendy Dávila, lawyer of Resultado Legal, specialists in Law
Business.
 . Public deed that contains the social pact and the statute, which is
a simple process that cansave the displeasure of a scam or
fraud at the time of buying or selling a property.

Via: Sunarp
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COMMERCIAL COMPANY WITH LIMITED LIABILITY

LIMITED
1 answer

CONSTITUTION OF A LIMITED LIABILITY COMMERCIAL COMPANY

I.- DEFINITION:

It is a society that has a closed nature, founded on a family basis, where the
members know each other, and it does not allow strangers to enter, which is why the participations are not
included in titles values you in actions.
Its capital is divided into equal, accumulable, and indivisible shares, which do not
they can be incorporated into securities, nor be referred to as shares.
The partners cannot exceed twenty and do not personally respond for the obligations.
social

II.- REGULATION REGULATION

Law N° 26887 Law General of Societies
• Art. 283° referred a the definition
• Art. 284° referred a the denomination
• Art. 285° (referring to social capital)

• Art. 291° (referred to the right of acquisition preferred

• Art. 299° (about the administration
• Art. 294° (referring to the stipulations to be included in the social pact) D.S. N° 008-2004-
JUS: TUPA of the SUNARP Resolution No. 200-2001-SUNARP-SN, dated 07/24/2001:
Regulations del Registration of Societies.
• Art. 94° (referring to a the norms applicable
Article 103° (related to the content of the entry)

III.- REQUIREMENTS
1. Application form for registration duly filled out and signed.
2. Simple copy of the identity document of the presenter, with the proof of having
voted in the last elections or requested the respective exemption.
3. Payment of the rights registry.
4. Public Deed containing the social pact and the statutes.

IV.- ASPECTS QUALIFIABLES

The provisions of the Companies Registry Regulation are applicable to the
societies anonymous, in the what sea relevant.
The Public deed of incorporation must be submitted to the Registration Office.
corresponding to the address of the company.

STIPULATIONS DEL PACT SOCIAL

The identification of the founding partners (natural or legal persons) who do not
They can be less than two and no more than twenty. If they are legal entities: name
or corporate name, the place of incorporation, its address, the name of the person who represents it and the
receipt what believes the representation.
The declaration of intent by the partners to establish an LLC simultaneously and in
a single act, the number of partners must also be indicated.
The amount of the share capital and the details of the contributions made by each of the partners.
Each share into which the share capital is divided must be paid at least 25%.
(for more information on the topic of contributions see the Company Constitution
Anonymous).
The ancillary benefits that the partners have committed to deliver,
pointing out their modality and the compensation that they shall receive charged to benefits
that they be carried out; as well as the reference to the possibility that they may be transferable with the
alone consent of the administrators.
The appointment of the first administrators of the company.

STIPULATIONS DEL STATUTE

The Limited Liability Company has a name, being able to
also use an abbreviated name, which must
add the indication 'Limited Liability Company' or its abbreviation
"S.R.L." (for more information see Constitution of S.A).
• Domicile of the company (see Articles of Incorporation of the Corporation).
• Duration: determined undefinedo (see Constitution of S.A).
It is necessary to describe in detail the legitimate businesses or operations that constitute the
Corporate purpose (see Articles of Incorporation for a Corporation).
The formalities that must be fulfilled for the increase and decrease of share capital.
pointing out the right of preference that they may have
partners and when the capital not assumed by them can be offered to outsiders
society.
The way and manner in which the will of the partners will be expressed must be determined,
as long as it is established by the partners who represent the majority. The will
debe ser expresada de manera indubitable, pudiendo establecer cualquier medio que
guarantee its authenticity. The L.G.S. allows freedom to establish the mechanisms of
expression of the will of society, but it points out that the celebration of will be mandatory
general meeting when requested by the partners who represent at least the
fifth part delete capital social.
The formulation and approval of the financial statements, the quorum and majority required and the
right a the distributable utilities in proportion
corresponding to their respective social participations, unless otherwise provided by
statute.
Rules and procedures that in the judgment of the partners are necessary or convenient for
the organization and functioning of society, as well as other lawful agreements that
they wish to establish, as long as they do not collide with the substantive aspects of this
shape corporate.
The form and timing of the call, the holding of the general meetings, as well as
the representation of the partners will be governed by the
provisions of the Corporation as applicable.