Artículo 1º.- La Sociedad
Quienes constituyen la Sociedad convienen en aportar bienes o servicios para el ejercicio en común de actividades económicas.
Artículo 2º.- Ambito de aplicación de la Ley
Toda sociedad debe adoptar alguna de las formas previstas en esta ley. Las sociedades sujetas a un régimen legal especial son reguladas supletoriamente por las disposiciones de la presente ley.
La comunidad de bienes, en cualquiera de sus formas, se regula por las disposiciones pertinentes del Código Civil.
Artículo 3º.- Modalidades de Constitución
La sociedad anónima se constituye simultáneamente en un solo acto por los socios fundadores or in succession by third parties offer contained in the foundation program given by the founders.
The partnership, limited partnerships, commercial society with limited liability and civil societies can only be formed simultaneously in a single act.
Article 4 .- Multiple partners
The Company is formed by at least two partners, who may be individuals or corporations. If the company loses the minimum plurality of members and it is not reconstituted within six months, dissolves in its own right at the end of that period.
is not required plurality of partners as the sole shareholder is the State or in other cases reported expressly by law.
Article 5 .- Contents and formalities of the act establishing
The company is established by public deed, which is contained the social pact, which includes the Statute. For any changes they require the same formality. In the public deed appointing the first directors, according to the characteristics of each type of company.
The acts referred to in the preceding paragraph shall be compulsorily enrolled in the registry of the domicile of the corporation.
When the social pact had not been elevated to a deed, any partner can claim their award by the summary process.
Article 6 .- Legal status
The company acquires legal personality from its registration in the registry and keeps it until it fits their extinction.
Article 7 .- Acts prior to registration
The validity of the events held on behalf of the company before its registration in the registry are subject to registration and to be ratified by the company within three months. If omitted or delayed compliance with these requirements, who have held events on behalf of the company are personally, jointly and severally against those with whom they have contracted and third parties.
Article 8 .- Agreements between partners or between them and third
are valid to society and we are enforceable in all that he is concerned, the agreements between partners or between them and third, from the moment you are properly communicated.
If contradiction between any provision of these agreements and the articles of incorporation or the bylaws, the latter shall prevail without prejudice to the relationship that could establish the agreement between those who celebrated.
Article 9 .-
or Company Name Society has a name or a name, as appropriate for your type of company. In the first case you can use also a Name abreviado.
No se puede adoptar una denominación completa o abreviada o una razón social igual o semejante a la de otra sociedad preexistente, salvo cuando se demuestre legitimidad para ello.
Esta prohibición no tiene en cuenta la forma social.
No se puede adoptar una denominación completa o abreviada o una razón social que contenga nombres de organismos o instituciones públicas o signos distintivos protegidos por derechos de propiedad industrial o elementos protegidos por derechos de autor, salvo que se demuestre estar legitimado para ello.
El Registro no inscribe a la sociedad que adopta una denominación completa o abreviada o una razón social igual a la de otra sociedad preexistente. In other cases provided for in the preceding paragraphs affected are entitled to demand the amendment of the corporate name by the summary procedure before a judge of the domicile of the corporation who has violated the ban.
The name may keep the name separately or deceased partner if the partner separately or deceased partner's successor consent. In the latter case, the name should indicate that fact. Those who do not belong to the company consent to the inclusion of his name in the name are subject to liability, without prejudice to criminal liability if it be proper.
Article 10 .- Registration preference Reserve
Anyone who participates in the formation of a company, or society in amending its articles of incorporation or charter to change its name, complete or abbreviated, or trade name is entitled to reserve protected by a registration preference within thirty days, after which it expires and void.
can not adopt a name or a name, complete or abbreviated, or similar to one that is enjoying the right of preference subject to registration.
Article 11 .- Purpose
The company limited its activities to those legitimate businesses or operations whose detailed description constitutes the corporate purpose. Means included in the object-related acts the same as conducive to the realization of its goals, although not expressly stated in the articles of incorporation or the bylaws.
Society can not aim to develop activities which the law attributed exclusively to other entities.
Article 12 .- Scope of representation
The company is bound to those with whom he has hired and third parties in good faith by the actions of their representatives held within the limits of the powers conferred upon them even commit such acts society to business or operations do not fall within its purpose.
partners or directors, as appropriate, respond to society for the damage it has experienced as a result of resolutions adopted by voting and by virtue of which could have authorized the holding of events that overstep its purpose and that force against co-contractors and third parties in good faith, without prejudice to criminal liability that might be applicable.
The good faith of the other one was harmed by the registration of incorporation.
Article 13 .- Acts which do not require
society Those who are not authorized to act as representatives of society not bound by its actions, although those held in her name.
civil or criminal liability for such acts rests exclusively with the authors.
Article 14 .- Appointment, powers and inscriptions
The appointment of administrators, liquidators or any representative of society as well as granting it powers to take effect from its explicit or from which such persons have the function or exercising such powers.
these acts or any revocation, waiver, modification or replacement of the persons mentioned in the preceding paragraph or of his powers, must register for the record the name and identity of the designee or representative, as appropriate.
Registration takes place in the registry of the place of domicile of the corporation by the merit of a certified copy of the relevant part of the record which establishes the agreement duly adopted by the competent corporate body. No additional registration is required for the exercise of office or representation elsewhere.
general manager or the directors of the company, as the case, enjoy the general and special powers of legal representation identified in the area code, simply by merit of his appointment, unless otherwise stipulated in the statute.
Article 15 .- Right to Request Registration
Any member or third party with legitimate interest may sue, the process accelerated, the granting of the deed or apply for registration of agreements that require these formalities and whose registration had not been requested to register within the deadlines specified in following article.
Any person whose appointment has been entered is entitled to register his resignation Registry by notary certified signature application, include a copy of the resignation letter with notarized proof of having been delivered to society.
Article 16 .- Time limits for applying for registration
The articles of incorporation and the statute must be submitted to the Registrar for registration within thirty days from the date of execution of the deed.
Registration of other instruments or partnership agreements, whether or not they require the issuance of the deed, should be sent to the Registrar within thirty days from the date of the act or approval of the minutes in stating the respective agreement.
Everyone can rely on the acts and agreements referred to in this article for everything that encourages, even though there has been no registration.
Article 17 .- Exercise of powers unregistered
Where an act registrable is celebrated by proxy registration is sufficient for a complete record is inserted into the power under which it operates.
Article 18 .- Responsibility for failure to register
grantors or administrators, as applicable, jointly and severally liable for damages incurred as a result of the delay incurred in the provision of public deeds or other instruments required or the steps necessary for timely registration of acts and agreements referred to in Article 16.
Article 19 .- Term of society
The duration of the corporation may be fixed term or indefinite.
unless extended previously, the deadline given the company is dissolved and void.
Article 20 .- Registered
society's address is the place designated in the statute, which develops some of its main activities or where he installs his administration.
Any discrepancy between the domicile of the company listed in the registry and actually set, you can consider any of them.
the company established in Peru is established in Peruvian territory, unless its purpose is to develop abroad and establishes its head out of the country.
Article 21 .- Branches and other units
Unless expressly stated otherwise in the articles of incorporation or bylaws, the corporation organized in Peru, regardless of the place of his domicile, may establish branches or offices in other parts of the country or abroad.
The company incorporated and domiciled abroad to develop activities in Peru usually can establish branches or offices in the country and address for service in Peruvian territory for acts practiced in the country. Otherwise, you are presumed resident in Lima.
Article 22 .- The contributions
Each partner is liable to the company for what has been pledged to the capital. Against the defaulting partner society can enforce the obligation through the executive process or exclude such member by the summary process.
transferred property's contribution to society well supplied, unless stipulated to be made to another title, in which case the company acquires only the right transferred to it by the contributing partner.
The contribution of non-cash assets are said to be made to the granting of the deed.
Article 23 .- The
cash contributions in cash contributions are paid at the time and conditions stipulated in the articles of incorporation. The contribution that figure paid to the company's incorporation or capital increase must be deposited in the name of society, in a banking or financial domestic financial system at the time of granting the public deed.
Article 24 .- Expenses necessarily
Granted the public deed and even if he had not completed the process of company registration in the registry, the money deposited by the preceding article may be used by administrators under their personal responsibility to meet necessary expenses of the society.
Article 25 .- Delivery of non-cash contributions
delivery of real estate transferred to the firm is deemed to be effected by public deed granted on the record the contribution.
The delivery of movable property transferred to the firm should be completed no later than the granting of the deed of incorporation or capital increase, as applicable.
Article 26 .- Non-cash contributions. Receivables
If the articles of the contributing partner admits that the securities delivered as a contribution or loan documents to his office, the contribution is not considered made until the respective title or document to be fully paid.
If the articles of incorporation provides that the contribution is represented by securities or credit instruments in which the principal contributor is the partner, the contribution is deemed to be met with transfer of the respective certificates or documents, with the endorsement of the respective securities or documents and subject to joint liability under the law.
Article 27 .- Valuation of non-cash contributions
The deed stating the contribution of assets or receivables, insert a valuation report which describes the property or rights subject to the contribution, the criteria for valuation and their respective value.
Article 28 .- Sanitation contributions
The contributor assumes the obligation to society's well-provided sanitation.
If the contribution is a set of goods transfer to society as a single block of assets, economic unit or enterprise fund, the contributor is required to reorganize the group and each of goods in it.
If the contribution is the transfer of a right, the responsibility of the contributor is limited to the value attributed to the right granted but is obliged to ensure its existence, enforceability and the solvency of the debtor at the time at which the contribution was made.
Article 29 .- Risk of the assets transferred
The risk of the property provided the property is borne by the company since it verifies delivery.
The risk of the property brought into use or enjoyment rests with the member who made the contribution, society losing the right to require replacement of the goods.
Article 30 .- Loss of supply before delivery
contribution loss occurred before delivery to the company produces the following effects:
1. If this is true or a good individual, the obligation of the contributing partner and society is resolved is released from the consideration. The contributing partner is obliged to indemnify the company in the event that the loss of good will is attributable;
2. If this is a rather uncertain, the contributor is not discharged, and
3. If it is good to be brought into use or enjoyment, the contributor can choose to replace with another company to provide the same benefit. The company is bound to accept the substitute unless the property was lost was the object of exploiting. In the latter case, the contributing partner is obliged to indemnify the company if the loss of good will is attributable.
Article 31 .- The assets
The assets liable for the obligations of the company, subject to the personal liability of partners in those kinds of companies that it covers.
Article 32 .- Responsibility
new partner who takes an action or participation in an existing company responds, according to the respective corporate form, by all social obligations incurred by the company before. No
agreed otherwise have against third parties.
Article 33 .- Invalidation of incorporation
Once registered the deed of constitution, the nullity of the social contract can only be declared:
1. Disability or absence of valid consent of a number of founding members determined that the company does not have the plurality of members required by law;
2. To constitute its object any activity contrary to the laws of concern to public policy or morality, without prejudice to Article 410 º;
3. To contain provisions contrary to mandatory legal rules or omit to record those required by law and,
4. By default the prescribed compulsory.
Article 34 .- permissible
invalidity Notwithstanding the preceding article, the invalidity of the social contract can not be declared:
1. When the cause of it has been eliminated as a result of an amendment to the articles of incorporation or by-laws made with the formalities required by law, or,
2. When omitted terms can be supplemented by legal standards and those are not essential for the celebration of incorporation or the statute, so that they can survive without them.
Article 35 .- Claim for annulment of the social pact. Expiration
demand annulment of the social pact, is processed by the abbreviated process is directed against society and can only be initiated by persons with legitimate interest. Nullity action shall expire two years of the registered public deed in the registry.
Article 36 .- Effect of decree of nullity
The final decision declaring the nullity of the social order your Registration and full dissolves society. The general meeting, within ten days of the entry of the sentence means the liquidator or liquidators. If you omit it, the judge does on execution, at the request of any interested party. The company maintains its legal personality only for purposes of settlement.
When the needs of the liquidation of the company declared invalid so require, be disregarded any time limits for contributions and partners are required to perform them immediately.
Article 37 .- Third in good faith
The final decision declaring the nullity of the social status or no effect against third parties in good faith.
Article 38 .- Annulment of partnership agreements are null
corporate resolutions adopted with omission of the disclosure formalities required, contrary to the laws of interest to public order or morality, to the provisions of the social contract or statute, or which adversely affects the interests of society as a direct or indirect benefit of one or more partners.
are null and void the resolutions adopted by the society in conflict with the articles of incorporation or the bylaws, and have the required majority, if not previously been amended articles of incorporation or the status subject to the respective laws and statutes.
The nullity is governed by the provisions of Articles 34, 35 º and 36 º, except on the deadline laid down in Article 35 º when this law explicitly indicate a shorter shelf life.
Article 39 .- Profits and losses
The distribution of benefits to the partners are made in proportion to their contributions to the capital. However, the articles of incorporation or the status can set different proportions or different ways of distribution of benefits.
All members must take the share of company losses to be fixed in the articles of incorporation or the bylaws. Can only be exempted from this obligation only members who provide services. In the absence of an express agreement, the losses are assumed in the same proportion as profits.
are prohibited from excluding the social compact certain members of the profits or liability whatsoever for any loss, except in the latter case, as indicated above.
Article 40 .-
profit sharing distribution utilities can only be done in recognition of the financial statements prepared at the end of a period or the date of the court in special circumstances agreed by the board. The amounts to be distributed may not exceed the amount of profits obtained.
If you have lost a part of capital income is not distributed until the capital is repaid or reduced in amount.
Both society and its creditors can repeat for any distribution of profits made in contravention of this article, against the members that have received or require reimbursement to administrators that they paid. The latter are jointly and severally liable.
However, the partners have acted in good faith are required only to offset the profits received to them in subsequent periods, or the share settlement that can touch them.
Article 41 .- Contracts
companies preparatory preparatory contracts entered into by companies regulated by the law or aimed at the stocks, shares or other securities issued by them are valid regardless of its term, unless the law specifies a certain period.
Article 42 .-
society Correspondence The correspondence of the society shall, at least their name, full or short, or your name and data relating to registration in the registry.
Article 43 .- Publications. Failure
publications referred to this law shall be made in the newspaper of the place of domicile of the company responsible for the insertion of legal notices.
societies established in the provinces of Lima and Callao publications will at least in the official gazette El Peruvian and one of the major newspapers of Lima and Callao, as applicable.
The lack of publication, within the time required by law, the notices on certain corporate agreements on protection of rights of members or others, extending the time that the law gives them to exercise their rights until he meets make the publication.
Article 44 .- Publications
Within fifteen days of each month, the National Superintendency of Public Registries publish on its website and in the Portal of the State, a list of companies whose constitution, dissolution or extinction has been recorded during the previous month, indicating their name or business name and registration data. At the same time, the National Superintendency of Public Registries published by the same means, a statement of changes in status or social covenant entered during the previous month, indicating the corporate name, a sommelier of the modification and registration details of it.
For purposes of the preceding paragraphs, within the first ten working days of each month the registry offices under the responsibility of the owner, submitted to the National Superintendency of Public Registries relevant information.
Article 45 .- Time limits expressed
Unless otherwise specified, the deadlines contained in this Act is computed under the Civil Code.
Article 46 .-
Certified copies Certified copies referred to in this Act may be issued by certified copies by a notary or by the administrator or manager of the company, as appropriate, with the responsibilities of law
Copies certified acts requiring registration must be certified by a notary.
Article 47 .- Issuance of deeds and documents
for the issuance of permits and documents to be under this Law may be used in place of handwritten signatures, mechanical or electronic security.
Article 48 .- Arbitration.
reconciliation should not take any action referred to in this Act or in the supplementary application to it when there is mandatory arbitration agreement contained in the articles of incorporation or in the statute to submit to the jurisdiction to resolve any discrepancies that may arise.
This rule applies to the company, partners or managers even when arise when the dispute had ceased to be and the third parties contracting with the company is subject to the arbitration clause.
The statute can also consider the use of extrajudicial conciliation mechanisms under the relevant law.
Article 49 .- Revocation
The claims of the member or any third party against the company, or vice versa, for acts or omissions relating to rights under this law, on which is not expressly set a deadline expire two years from the date that the act giving rise to the claim.
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