INTRODUCTION

This monographic work consists of the steps to follow to establish a

Trading Company:
First, the type of business must be chosen according to the law.
General Companies Law (L.G.S.) which can be LLC, S.A.C, S.A.A. etc. Determine the
commercial name or Corporate Name, and carry out the search for it in the Public Records,
to verify that there is no other like it.
Draft a constitution minute (Social Pact - Statute), made by a
Lawyer, in which the objectives, purposes, activities, and statutes of the company will be included.
to be constituted. Once the Minutes are prepared, they must be elevated to a Public Deed,
the procedure will take place at a Notary; where the partners will go to sign,
In order for the Society to obtain legal status, the testimony or public deed
must be registered in the Public Registries. With the Testimony entered into the Kárdex of
the Notary will proceed with the registration before the Tax Administration, in order to
to be obtained in the Unique Taxpayer Registry. Subsequently, authorization will proceed.
the printing of Payment Receipts. This procedure, like the previous one, is carried out in
cabo in the SUNAT. The taxpayer must carry a copy of the representative's ID.
legal, copy of Public Deed or Minute with the Kárdex number; copy of the RUC of
the company and blank payroll book.
Later, to obtain the Employer Registration Number from ES SALUD and license
of establishment opening. This incorporation process will be detailed and
widely developed with the satisfaction of contributing in this way to the broader
dissemination and information about everything related to forming or constituting a Company
Mercantile.
2. THEORETICAL FRAMEWORK
Limited liability company
It is the union of one or more natural or legal persons, in which the capital is divided.
in equal, accumulable and indivisible shares, which cannot be incorporated
in securities, nor be called shares.
The partners cannot access 20 and do not personally respond for the obligations.
social (Art. 283°, Law 26887).

Denominations
It has a designation, and it can also use a shortened name, which in any case
case, must include the indication 'Limited Liability Commercial Company' or its
abbreviation 'S.R.L.' (Art. 284°, Law 26887).

Social Capital
It is made up of the contributions of the partners. When the company is established, the capital
it must be paid in numbers of twenty-five percent of each share; and
deposited in a banking or financial amount of the National Financial System in the name of
of the Society (Art. 285°, Law 26887).

Formation of Social Will

The will of the partners representing the majority of the share capital shall govern the life of
the society.
The statute determines the form and manner in which the will of the partners is expressed,
being able to establish any means that guarantees its authenticity.
Notwithstanding the above, the holding of the General Meeting shall be mandatory when
request their execution by partners that represent at least one fifth of the capital
social, (Art. 286, Law 26887)

Management of the Society

The Managers
The management of the company is entrusted to one or more managers, partners or not, who
la representan en todos los asuntos relativos a su objeto.
Managers cannot engage on their own account or on behalf of others in the same type of
businesses that constitute the purpose of the company.
The managers or administrators enjoy the special general powers of
procedural representation solely by virtue of their appointment.
Managers can be removed from their position by agreement adopted by the majority.
simple from the share capital, except when such appointment has been a condition of
social pact, in which case they can only be removed judicially for fraud, fault or
inability to exercise it (Art. 287°, Law 26887).

Responsibilities of the Managers

Managers are accountable to society for the damages and losses caused by
tort, abuse of powers or gross negligence. The action of the society for
responsibility against the Managers requires the prior agreement of the partners that
they represent the majority of the share capital (Art. 288°, Law 26887).

Expiration of Responsibility
La responsabilidad Civil del Gerente caduca a los dos (2) años de acto realizado u
omitted by this, without prejudice to the responsibility and compensation to be ordered,
if it were the case (Art. 289°, Law 26887).

Exclusion and Separation of Partners

The managing partner may be confined who:
a) Violate the provisions of the Statute, commit fraudulent acts against society.
b) Engage on your own account or on behalf of someone else in the same type of business that constitutes the
social object.
The exclusion of the partner according to the favorable vote of the majority of the
social participations, without considering those of the partner for exclusion is discussed, must
to state. In a public deed and it is registered if the company only has two (2)
partners, the exclusion of one of them can only be resolved by the Judge, through
summary process request (Art. 293° Law N° 26887). by the Judge, through
demand in abbreviated process (Art. 293° Law N° 26887).

3. Incorporation process
Public records
Identification of the corporate name
This procedure is carried out to prevent the name we have chosen for our
society doubles that of other companies.
The following steps are followed for this purpose:
Select the Commercial name or Corporate Name.
Conduct the search for the name in Commercial Registries, in order to verify that
there is no other like it.

Let's see how:

Step 1: Search in Indexes
Procedure:
1 Pay the fees at the Advertising Cashier on the 4th floor, leave the receipt there.
window indicating the details.
2 Pick up at the moment.
Duration of the procedure:
In one day
Cost of the service:
Costo = S/. 4.00
Reading of Volume

Procedure:
1 Pay the fees at the Advertising cash register on the 4th floor, leave the receipt there.
window indicating the required data.
Duration of service:
It is read in the room
Service cost:
Costo = S/. 4.00

Preferred Name Reservation

The payment for the name reservation is made for the amount of S/. 15,000 new soles.
Being valid the name for the constitution of the Commercial Company of
Limited Liability OFILIM "S.R.L." completed the filling of the application for
title registration where the following data is specified:
1. Mark the type of person.
2. Name of the person registering, identified with L.E. No.
3. Registration of the deed or request to be made
4. Name of the contractor.
5. Attached documents.
A Name Reservation Request.
Search receipt.
Copy of L. E.
6. District to which the property belongs.
This form, duly filled out, is presented at window 28-33 where it
informed us of a period of 5 business days.
After 5 days, he approaches window 23 for the response to the reservation.
name; after having gathered the response we have a period of 30 business days
for the respective delivery of:
The Articles of Incorporation of the Company.

Development of Social Pact - Statute

The following steps are followed for the preparation:
Gather the potential partners to discuss the content of the Social Pact - Statute.
These are regulated by law and must represent the will of their owners.
Legal advice should be sought in order to understand the requirements set forth by the law and
extend each of the terms of the commitment.
It must be done by a lawyer.
Approve the Social Pact-Statute in a meeting of all partners.
Subscribe to the Social Pact-Statute (Draft) with the signature of the Lawyer and the partners.

Note: To have knowledge of it, we visited the law office of Dr. Hilario
Timoteo Toribio located at Jr. Carabaya No. 111 Of. 604–Lima; who us
provided document and guidelines for the preparation of the Social Pact–Statute
(Minute).

Content of the Social Pact

1. General data of the founding partners up to a maximum of 20. If it is a person
natural, name, address, marital status, name of spouse. If it is a legal entity, its
business name or social reason, its address, the name of its representative and the
certificate that verifies your representation.
2. Declaration of the partners to establish the company.
3. The assets that each partner contributes.
4. Amount of capital and the shares into which it is divided and the number assigned to
each member.
5. The way in which the capital and the contribution of the partner is paid in money or in other goods or
rights, with the valuation report in these cases.
6. Appointment and identification details of the manager or managers.

Content of the company's bylaws.

1. Corporate Name (it may also have an abbreviated name) with the indication added
Limited Liability Company
descripción del objeto, domicilio, duración, fecha de inicio de operaciones.
2. Amount of capital, number of shares into which it is divided and their nominal value,
amount paid for each of them.
3. Regime of the general meeting or other forms of expression of the social will (entry
electronic or of another nature) that guarantees its authenticity.
4. Requirements to modify your bylaws (increase and reduction of capital, others).
5. Form and opportunity to approve the management and results of each exercise and regulations
distribution of profits, its regime of dissolution and liquidation.
6. The other lawful agreements necessary for social organization and agreements
corporate agreements among shareholders that bind them to each other and to the company.
7. It may be regulated regarding: agreements, deadlines, conditions for the transfer, valuation,
suppression of the right of first refusal and consent for the transfer of shares,
right of the shareholder to acquire the shares of the deceased partner, if there will be an audit
external, and the individuals to whom the representation of a shareholder in the Board is extended.

Raise the Public Deed

The Social Pact-Statute (Draft) must be elevated to a Public Deed,
this procedure is carried out at a Notary's office. It is the document that the Notary grants.
to attest to the formation of the company.
The notary drafts the Public Deed, in capital letters, granting the number of
cards; consists of three parts:
1. Introduction: It includes all the notary and partner information.
2. Minute: Faithful copy of the Social Pact - Statute and other annexes.
3. Supplementary Parts of the Writing: Conclusions.

Once the Public Deed is drafted, the notary and the partners meet to sign.
said document.
In order for the society to obtain legal personality, the testimony or public deed
It must be registered in the Public Registers.
After the conclusion, the Notary Public will provide the partners with a legalized copy of the
Public Deed for the relevant procedures you wish to carry out and at the same time another copy.
legalized to attach as a requirement in the Mercantile Registry.

Registration in the Commercial Registry

The Notary will proceed with the registration in the Mercantile Registry. The requirements are
next:
Copy of the Public Deed of Incorporation of the Company.
2. Deposit slips from the partners (Contribution to a financial institution).
3. Copy of the Electoral Notebook of the Partners.
4. As for the assets, if they are movable: a valued inventory must be attached and
legalized. And if they are real estate, a Transfer Deed must be attached.
of property.
5. The payment for the registration fee is made: 3% of the paid capital + 10% of
this calculation +0.9% UIT x 1st Registration.

Where the procedure is carried out:

At the Registry Office of Lima and Callao located at Av. Rebagliati N° 561 Lince.
Steps:
A Title Application is obtained at one of the windows.
2. Then it is filled out according to the instructions on the back of that document
requesting the registration of the company and attaching the requirements
previously indicated,
3. The corresponding payment for the right of presentation is made next.
request for the amount of S/. 30.00 new soles.
4. The registration fee is canceled, which is: 3% of the paid capital + 10% of this
calculation +0.9% UIT x 1st Registration.
5. Once the application has been submitted, the requirements have been met, and the registration fee has been paid.
They inform us to go to the Commercial Registry within 5 business days.
6. After 5 days, the form will be collected in which it is recorded that the
Society Company "S.R.L."
Once the Society is registered in the Commercial Registry, it acquires Legal Personality.
naming their Legal Representative, the person responsible for exercising the rights and
obligations of the society.

Registration in the Single Taxpayer Registry R.U.C.

The unique taxpayer registry - RUC is the number that identifies the taxpayer.
The Tax Administration, consists of 8 digits and is mandatory when making
any procedure before SUNAT.

Who should process it?

All natural or legal persons engaged in economic activities of
service, trade or industry. The procedure is free.

Steps to follow:
Follow the following instructions:
Approach the SUNAT Offices; Attention to Legal Entities and other types of
taxpayers located in:
Callao: Av. Elmer Faucett s/n - Commercial Air Center, stores 105, 106, 107, 108.
Lima: Av. Abancay 491 (Bank of the Nation)
Jesus Maria: Corner Jr. Gral. Córdova and Jr. Cnel. Camilo Carrillo (Alt. Blocks 8 and 9 Ave.
Arenales.
· Surco: Av. Prolongación Primavera 1757 -Monterrico (a dos Cdras Av. La Encalada)
· Lince: Av. Arenales 1785 - 1795
In case the interested party resides in provinces, they will be directed to the zonal headquarters or
Regional offices of the SUNAT and if I still lived in places far from these
offices, you can go to the authorized agencies of the Bank of the Nation.

We resort to two offices:

In Lima, Av. Abancay # 491: Requirements and forms to be used for registration.
2. In Lince Av. Arenales 1785 - 1795: RUC guide and authorization of receipts
of payment.

Requirements for RUC registration

Special Regime
§ Simple copy of the Minutes of Incorporation, Public Deed or Certificate of
Registration in the Public Registers.
§ Lease or sublease of the premises or simple photocopy of the last receipt
light, water or telephone.

General Regime
Simple Copy of Public Deed of Incorporation registered in the Public Records or
Certificate of Registration in the Public Registers.
§ Present the original and a simple photocopy of the last invoice for Electricity, Water,
Landline or rental contract (indistinctly either of them);
The legal representative who carries out the procedure must present the original of their document.
of identity and that which verifies its representative in their case.

Forms for registration in the RUC.

Fill out the registration form 2119 registration or notification of impact
signed by the Legal Representative.
Fill out form 2054 'Legal Representatives', attaching the document that
believe in his representation in your case.
Fill out form 2046 of 'Annexed Establishments' in case of having
establishment different from the one indicated as the tax address and attach a simple photocopy
from the last receipt of electricity, water, landline phone, or rental contract of the establishment.
§ Others:
Form No. 2'135, for the request for cancellation of registration in the RUC, or exemption from taxes.
Form No. 2305, for tax regime declaration and taxable base of
taxes (in the case of tax stability agreements).
4. For the filling out of forms, the attached coding tables must be used -
SUNAT.
5. They submit the forms at the counter of the assigned SUNAT offices.
they will give you the receipt - Form No. 2119 - 2054–2046. These
signed and stamped receipts by the SUNAT will serve as proof of having
this Declaration has been presented but it does not mean that this Superintendency has given its
compliance regarding the declared data.
6. SUNAT will verify the information related to your tax address stated in the
declaration.
7. SUNAT will issue a RUC sheet or proof of Registered Information data:
N° de RUC, datos generales, del contribuyente, domicilio, actividad que realiza etc.
8. Subsequently, the authorization will be granted for the printing of payment receipts according to
Resolution of Superintendence No. 007 - 97 / SUNAT, using form No.
806.
9. Requirements for the authorization of payment receipt printing.
Display original RUC card or Registered Information Certificate (CIR) where
figure the RUC number.
Fill out form 806 for printing authorization (for completing this form
requires knowing the RUC number and the name of the authorized printing press by the
SUNAT that will print your receipts.
Then submit form 806 at window No. 1 to be stamped and then;
· SUNAT grants a Payment Receipt: Receipt of Registered Information.
Corresponding to a form No. 0806 - Authorization. General R. Printing.

Exhibit:
Certificate of registration in the RUC or proof of registered information.
Original or simple photocopy of the identification document of the legal representative
accredited in the RUC.
Original identity document of the person authorized to carry out the procedure.
Original testimony of the public deed registered in the public records.

Obligation to Keep Accounting Books

In Article 65 of the Income Tax Law, D. Law No. 774, it is established that
mandatory to maintain accounting books in order to record various operations
commercials that a business entity carries out.
General Regime.- Legal entities are required to keep
Complete Accounting. There are nine books:
Inventory and Balance Book.
2. Journal
3. General Ledger.
4. Cash Book.
5. Book of Purchases.
6. Sales Book.
7. Workers' Register Book.
8. Book of Minutes.
9. Letter and Telegram Copybook.
These can be purchased at any bookstore and must be legalized before a
Notary Public Collegiate Except the Workers' Payroll Book that is required
to be authorized by the Ministry of Labor.

Legalization of Accounting Books

The Accounting Books must be legalized at any Notary Public.
Legalization is a certification from the Notary placed on the first page where they assign a
number. The legalization document contains the following:
Date and place of issuance.
Ø Type or object of the book.
Number of sheets.
Owner's name of the business or corporate name of the entity to which it belongs.
Ø Registration number assigned to you by the Notary
Whether this is carried in simple or double form.
Seal and signature of the notary
In addition, all pages must bear the notarial seal.

In turn, the notary keeps a Chronological Record of the legalizations they carry out
second book completed the previous book or present a certification showing in
clear evidence of its loss.

Employee Registration
It is carried out at the Ministry of Labor located at Av. Salaverry Block 13 office
313.
Requirements:
Ø Properly filled registration form.
RUC Number.
Payroll Book
Municipal License

Once the records are obtained, they will be sent electronically to SUNAT as long as the
workers do not exceed 4. In case there are more than 4 workers, it will be presented
the requirements in offices 313 windows 1, 2, 3, 4, and 5.

Registration to Essalud
At the Zonal office, employers must register with ESSALUD.
the 10 business days counted from the day after the date of entry of the first
worker.
How to obtain the Criminal Record.

Attached:
Ø Sealed Template Book by MITINCI
Copy of the company's RUC.
Application for registration with the IPSS duly filled out and signed by the Representative
Company Legal.
Copy of the Public Deed of Constitution.
Likewise, the employer must register their workers (with their documents of
identity of the person and application for registration of Insurers.
Requirements for municipal operating authorization for establishments
Metropolitan Municipality of Lima located at Jr. Callao block 5
Requirements:
Zoning forms acquired at Jr. Conde No. 147 which have a value of SI
7.00
Ø Right of Zoning and ocular inspection valued at s/ 140.00 presented in the
Building Jr. Superunda s/n. Office 208 of Zoning.
There they will ask us for the original or a copy of the rental contract or property title.
Original or copy of the RUC not required.
Categorization certificate if the property is a restaurant and/or hotel
A payment for a license certificate YES. 250.00
Ø Payment of Application Form, sworn statement SI 10.00
Published December 11, 2010 [Link]
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