In a context such as Peru’s, where business regulations are constantly evolving and regulatory bodies are stepping up their oversight, it is essential for companies to adopt a culture of legal compliance and good corporate governance. These elements not only prevent penalties and conflicts, but also promote sustainability, transparency, and trust among the various stakeholders.
Legal compliance in Peru ranges from proper registration in public registries, the correct presentation of financial statements, and tax compliance with SUNAT, to the adoption of preventive measures against crimes such as money laundering and corruption, as established in Law No. 30424 and its regulations. On the other hand, corporate governance refers to the system of principles, policies, and processes by which a company is managed and controlled. The Superintendency of Securities Market (SMV) has established, through its Code of Good Corporate Governance, a guide for Peruvian companies, aimed primarily at companies with access to the securities market, but also applicable to small and medium-sized companies seeking to improve their governance.
Risks and consequences of poor management
Ignoring legal requirements can have serious financial, reputational, and legal impacts:
- Administrative and tax penalties: SUNAT may impose fines for omissions in declarations, inconsistencies in accounting books, or failure to comply with formal obligations. For example, according to the Tax Code (TUO D.S. No. 133-2013-EF), fines may exceed 50 UIT depending on the offense.
- Criminal liability of legal entities: Under Law No. 30424, companies may be criminally liable for offenses such as bribery, collusion, and money laundering if they do not have a prevention model in place and supervised.
- Invalidity of corporate decisions: If the minutes are not duly registered or the bodies are not correctly constituted, the resolutions of the board of directors or the general meeting may be challenged.
- Reputational risks: Poor legal and corporate governance management affects the company’s image in the eyes of customers, suppliers, and investors. In regulated markets, it can lead to the loss of licenses or exclusion from government procurement processes.
Specific best practices for compliance and governance
Below are some key practices recommended by entities such as the SMV and the SBS for Peruvian companies:
- Implementation of a regulatory compliance program: This should include a legal risk matrix, internal controls, reporting channels, and remediation processes. In the case of criminal offenses, it is crucial to have a Prevention Model in accordance with Law No. 30424.
- Transparency and access to information policies: The SMV recommends that companies publish their financial statements, updated bylaws, and annual reports to facilitate citizen and investor oversight.
- Independent board with clear functions: To avoid conflicts of interest, the board must have independent members and perform strategic and supervisory, not operational, functions.
- Active tax compliance: It is not just a matter of filing taxes on time. It is essential to review the tax criteria applied (such as deductions, exemptions, etc.) to avoid objections that could lead to complex audits.
Specialized advice as a pillar of compliance
Given the degree of complexity and specialization required to comply with all legal and tax obligations, many companies in Peru choose to rely on legal advisory services for businesses. A multidisciplinary team-including lawyers specializing in business law, accountants, and auditors-can anticipate risks, properly structure the company, adapt its tax regime to its level of operations, and avoid mistakes that could result in penalties or litigation.
Likewise, legal advice plays a fundamental role in designing and implementing a prevention model that protects the company from crimes of corporate criminal liability. At this point, not only technical knowledge is required, but also experience in the criteria of the Judiciary and the Attorney General’s Office.
Source: https://www.smv.gob.pe/consultasp8/temp/gobcorporativo2013.pdf