In Peru, compliance with corporate obligations is not just an administrative formality but a fundamental pillar for ensuring the legality, sustainability, and transparency of business operations. Conversely, many organizations, especially those expanding or with complex structures, underestimate the legal implications of omitting or postponing these responsibilities.
What Are Corporate Obligations?
Corporate obligations are the legal duties established in Peru under the General Companies Law (Law No. 26887) and other relevant regulations. These include, among others:
- Calling and holding general shareholders’ meetings.
- Registering relevant corporate agreements (such as amendments to the articles of incorporation, capital increases, or changes in representatives) with the Public Registry.
- Legalizing and maintaining accounting and corporate books.
- Timely filing of financial statements to the SUNAT (Superintendencia Nacional de Aduanas y Administración Tributaria – National Superintendency of Customs and Tax Administration) or other regulatory authorities.
- Updating the tax and corporate address.
Non-compliance Consequences
Failure to adequately meet these obligations can have serious legal, financial, and reputational consequences for companies. Among the main implications are:
- Administrative penalties: The SUNARP (Superintendencia Nacional de Registros Públicos – National Superintendency of Public Registries) and the SUNAT may impose fines for omissions or errors in mandatory records.
- Nullity of corporate acts: If a business decision was not adopted under established procedures (e.g., without a valid meeting or proper registration), it may be challenged or invalid.
- Personal liability of executives: In critical situations, managers may be held individually liable for damages caused to the company or third parties.
- Reputational and contractual risks: Non-compliance may limit the ability to contract with the government, access tenders, or negotiate with companies requiring high legal compliance standards.
- Obstacles in tax or audit processes: Companies may face difficulties in tax audit processes if their corporate structure does not reflect their operational reality.
Importance of Specialized Legal Advice
In this context, corporate legal services are essential for ensuring regulatory compliance, risk anticipation, and effectively planning and executing corporate decisions. A business lawyer can proactively assess gaps in a company’s legal management and propose practical solutions protecting its interests and reputation.
Additionally, legal support enables the adaptation of bylaws, the reorganization of corporate structures, the orderly management of books and records, and an effective response to any requests from the SUNAT, SUNARP, or INDECOPI (Instituto Nacional de Defensa de la Competencia y de la Protección de la Propiedad Intelectual – National Institute for the Defense of Free Competition and Protection of Intellectual Property).
Conclusion
Failure thereto is not a light issue. Non-compliance may lead to financial penalties, shutdowns of critical operations, or legal disputes that threaten the company’s viability.
Therefore, rather than a regulatory requirement, corporate compliance should be viewed as a preventive strategy that safeguards the organization’s legal integrity.
Source: General Companies Law - Law No. 26887 / SUNAT