In our daily practice, we frequently see that different stages in a person’s life come to an end for various reasons: from obtaining permanent residency in the country to deciding not to continue with a business, even though the company used to operate it remains active. Sometimes, the intention is simply to pause the company; other times, to transfer it, that is, to sell it; or to take the most drastic step: liquidating it through a formal process so that it ceases to exist legally.
In the following sections, we will explain each of these options and their consequences from both a tax and migration perspective, along with practical considerations you should keep in mind to avoid future issues such as fines or debts that should not have arisen, which are often the result of a lack of information.
Quick decision map regarding SUNAT if you decide not to continue with your company:
- You stop operating for a period but do not close the company → temporary suspension applies (up to 1 year).
- You want to eliminate obligations and stop issuing invoices → permanent cancellation of the RUC before SUNAT.
- You want to sell the company → share transfer + change of manager/legal representative + update with SUNAT.
- You want the company to legally cease to exist → dissolution + liquidation + extinction before SUNARP.
And something equally important: if you leave Peru permanently, you should consider canceling your residency status with Migraciones in order to avoid maintaining tax residency status.
Next, we explain each of your options in detail.
1. TEMPORARY SUSPENSION OF ACTIVITIES WITH SUNAT (without closing the S.A.C.)
A. When it makes sense
• When your company has no operations, no sales, no purchases, and no employees.
• You want to “freeze” it to avoid ongoing operational obligations.
B. Step-by-step (using your “Clave SOL” – SUNAT tax access)
SUNAT processes this through the Mi RUC module / Form 3128 (Data Modification):
- Log in to SUNAT Operaciones en Línea using your Clave SOL.
- Go to: Mi RUC y otros registros → Update my RUC information → RUC → Form 3128.
- Select Suspension / Restart of Activities.
- Enter the suspension date. In some cases, SUNAT may require details of the last issued or received invoice (according to guidelines).
- Confirm and save the confirmation receipt.
C. Duration and effect
The suspension is temporary and can last up to 12 months; if you do not report a restart, SUNAT may automatically cancel the RUC after that period.
D. What you must do to avoid penalties during suspension
This is where many people make mistakes: suspension “turns off” operations, but it does not forgive previous non-compliance, debts, or payment plans.
Safety checklist:
- Before suspending: file any pending tax returns. Up to the period in which you suspend activities, remember that taxation in Peru is monthly and mandatory, even if you have no sales or purchases.
- During suspension: if your tax regime requires PDT, PLE, or electronic books, verify whether you must file “no activity” returns or maintain records. You will not be able to issue invoices or carry out operations. If you do operate, you must restart activities (i.e., end the suspension or reactivate your company using the Clave SOL) and resume monthly filings.
Golden rule: If you plan to stop operating, suspend your company immediately with SUNAT. SUNAT will not forgive missed filings, as they are your legal obligation.
2. RUC CANCELLATION (SUNAT) – Definitive cessation with SUNAT (without extinguishing the legal entity or S.A.C., which remains active in SUNARP)
A. What it achieves
• SUNAT cancels the RUC registration, reducing the risk of ongoing obligations.
• It is important to note that your company (S.A.C.) will continue to exist in SUNARP; this is not a corporate extinction.
B. Recommended step-by-step process (in the correct order)
Step 1 – Cancel physical invoices and series (if applicable)
Before requesting the RUC cancellation, SUNAT requires that you have no outstanding debts or that all tax returns have been filed.
Step 2 – Verify if there are pending tax issues that block the cancellation
• Missing monthly or annual tax returns.
• Debts, payment plans, or ongoing audits.
• Outdated fiscal address (non-compliant / “no habido”).
Step 3 – Request RUC cancellation
This is processed as “cancellation of the RUC for a legal entity.”
SUNAT response time: up to 45 business days for this type of procedure.
C. How to minimize the risk of penalties
• Ensure a “clean closure”: final tax filings + cancellation of invoices + RUC cancellation.
• Keep all receipts and confirmations.
3. TRANSFER OF A “S.A.C.” COMPANY TO NEW OWNERS OR SHAREHOLDERS (through share sale)
In a S.A.C., what is transferred is the share package. A S.A.C. has capital represented by shares, meaning it is a “capital-based company” rather than a personal partnership. Its shareholders are the holders of the shares that represent the company’s share capital. Therefore, the transaction is a share purchase, not a “sale of the RUC.”
A. Corporate step-by-step (formal process)
1. Basic due diligence (before selling):
o Verify the RUC status, debts, and any administrative or judicial proceedings that may affect the company or its valuation.
o Obtain a Certificate of Good Standing (“Vigencia de Poder”) of the legal representative (general manager).
o Updated company registry record (SUNARP).
o Review contracts, bank accounts, and business licenses, which must be held in the company’s name.
2. Share purchase agreement
o Identify the shares, price, payment terms, representations, and warranties.
o Include a “cut-off” clause for liabilities (very important).
3. Preemptive rights (if applicable)
S.A.C. bylaws often include preferential rights in favor of existing shareholders. It is advisable to review the company’s bylaws, which regulate the rights and obligations among shareholders.
4. Entry in the Share Registry Book
The transfer becomes effective against the company upon its registration in the Share Registry Book. Note that in the official registry extract, only the founding shareholders appear, not the new ones, since shares are not registered in SUNARP. Therefore, the transfer must be recorded in the Share Registry Book and, subsequently, the company must update its records by removing outgoing shareholders and registering new ones.
5. Shareholders’ Meeting
If there is a full transfer of shares (100%), it is common to appoint a new general manager and grant new powers. This is done through an extraordinary shareholders’ meeting, with the resolutions recorded in the Minutes Book and approved by the majority of share capital. This book is essential and must be legalized at the start of the company’s operations, together with the Share Registry Book.
6. Registration of the new General Manager with SUNARP
This is essential for public registry purposes and to ensure enforceability against third parties, as it proves that you are no longer the legal representative. It is also required to update the new manager with SUNAT, banks, and service providers.
B. How to determine the share price
Three conservative and defensible methods:
- Book value: net equity / number of shares.
- Net asset value: realizable assets – liabilities (more realistic if inactive).
- Discounted cash flow (DCF): if there is ongoing business activity and recurring revenue.
If the company is inactive and has no assets, the price is usually symbolic. However, you must consider tax implications and traceability (avoid a “1 sol price” if there are relevant assets).
C. Tax on share sale (key tax point)
• Gains from the transfer of shares issued by a company incorporated in Peru are considered Peruvian-source income, even for non-residents.
• “Transfer” includes sale, assignment, contribution, among others.
The applicable tax rate depends on the taxpayer and specific conditions; for non-residents, withholding and special rules may apply. It is advisable to structure the transaction with proper cost basis support and apply withholding if required.
4. CHANGE OF GENERAL MANAGER, ATTORNEYS-IN-FACT, AND LEGAL REPRESENTATIVE
This is the issue that causes the most problems for foreigners who are leaving: if you remain registered as manager, authorities or third parties may continue to look for you.
A. Step-by-step
- Shareholders’ Meeting: approve the removal of the current manager and the appointment of the new one.
- Minutes prepared with the required formalities and legalization of the outgoing manager’s signature.
- Registration of the resignation and appointment of the new general manager with SUNARP.
- Update the company’s information with SUNAT (legal representatives, tax address, etc.).
B. If the manager wants to leave and the company does not cooperate
The General Corporation Law recognizes the right of the registered manager to request the registration of their resignation, with a legalized signature and proof of delivery to the company.
This serves as a “plan B” in case of conflict.
5. DISSOLUTION + LIQUIDATION + EXTINCTION OF THE COMPANY
If you want the company to legally cease to exist, you must close it with SUNARP, not just with SUNAT.
A. Phase 1: Dissolution and appointment of a liquidator
- The Shareholders’ Meeting approves the dissolution and appoints a liquidator.
- Filing with SUNARP for registration.
SUNARP provides timeframes for qualification and registration (operational reference: up to 7 business days for the dissolution/liquidation process, according to guidelines).
B. Phase 2: Liquidation (managed by the liquidator)
The liquidator:
• Regularizes accounting and tax status.
• Collects receivables, pays debts, and sells assets if applicable.
• Prepares the final liquidation balance sheet.
C. Phase 3: Extinction (registry closure)
Extinction is processed before SUNARP.
Typical documentation (per SUNARP): application with the liquidator’s certified signature, required publications (if applicable), filing form, and payment of the corresponding fee.
6. IF YOU LEAVE THE COUNTRY: how can you continue the closure process without being in Peru?
You have two options:
1. Before leaving (recommended):
o Grant a power of attorney by public deed in Peru to a lawyer or representative, with broad powers to act before SUNAT, SUNARP, banks, and notaries.
2. After leaving the country:
o Grant a power of attorney at the Peruvian consulate in your place of residence or through a local notary + apostille (depending on the country), for use in Peru, and, if required, obtain an official translation in Peru.
o The power of attorney must then be registered with SUNARP, as applicable.
Conservative advice: the power of attorney should expressly include the authority to sign minutes, execute public deeds, handle SUNAT procedures, request cancellations, file documents with SUNARP, and close bank accounts.
7. CLOSURE: how to avoid generating debts due to lack of information
1) SUNAT: minimum documentary proof (your “future peace-of-mind kit”)
• Confirmation or record of suspension or RUC cancellation.
• Confirmation of cancellation of invoice series (Form 855), if applicable.
• Final tax returns filed.
2) SUNARP: proof of corporate status
To ensure everything has been properly registered, request a literal copy or certificate of the company record from SUNARP (online).
SUNARP issues the certificate within up to 3 business days, depending on the procedure.
If the company has already been extinguished, the extinction entry should appear in that record.
8. MIGRATION STATUS: how to leave without loose ends
If you plan to leave Peru permanently, the correct approach is to process the cancellation of your migration status.
A. Procedure through the Migraciones Digital Platform
• This is done via the Digital Agency.
• Payment is made using Banco de la Nación code No. 07561, selecting “Cancellation of Residency and Final Departure.”
IMPORTANT: if you hold permanent residency, you are no longer required to prove income. However, if you wish to keep your residency because you may return in the future (for example, due to family, children, or other ties), you must enter Peru at least once per year. In other words, you should not remain outside the country for more than 365 consecutive days, or you may lose your residency. In such cases, you can request special authorization to stay abroad for more than 365 days.
If you hold temporary residency, you may request authorization to remain outside the country for more than 183 days. Remember that the minimum required residence period in Peru is 183 days from the date your residency was approved (this is not based on a calendar or fiscal year).
You can verify the validity of your residency (if temporary) and the expiration date of your foreign ID card (the physical document is valid for 4 years) at the following link. We clarify this because many people confuse the validity of the card with the validity of their residency, which is annual in the case of a work visa:
https://sel.migraciones.gob.pe/servmig-valreg/VerificarCE
B. Why it is advisable
• It formally closes your migration status and avoids future administrative uncertainty.
• At the same time, it is advisable to organize your situation with SUNAT (if you have a personal RUC, tax address, etc.).
9. PRACTICAL RECOMMENDATION (the safest way to do it, without improvising)
Scenario A: Inactive company and you want “zero headaches”
- Cancel invoice series, if applicable, using SUNAT Form No. 855.
- Cancel the RUC with SUNAT.
- Dissolution + appointment of a liquidator + extinction with SUNARP.
- Obtain a SUNARP certificate confirming the extinction.
- Cancel your residency with Migraciones.
Scenario B: You want to sell to new shareholders
- Due diligence + liability “cut-off”.
- Share transfer agreement + registration in the share registry book.
- Shareholders’ meeting + change of manager + registration with SUNARP.
- Update SUNAT records (legal representatives).
- If you leave: cancel your residency.
- If your departure is sudden, grant a power of attorney for these purposes or issue one from your home country via a local notary or Peruvian consulate.
If you decide to book a consultation with our office, it is advisable to have the following information ready so we can tailor our corporate and tax advice to your specific situation:
- Is the S.A.C. active, suspended, or with RUC canceled?
- Does it have debts or unfiled tax returns?
- Does it have assets (accounts, real estate, vehicles, contracts)?
- Are you currently registered as manager in SUNARP?
- Do you plan to sell or dissolve the company?
- Is your migration status temporary or permanent?
With this information, we can prepare a “departure plan” so you avoid future issues with SUNAT or unexpected registry problems years later.
Frequently Asked Questions About Companies in Peru (SUNAT, Sale & Closure)
If you do nothing, your company will continue generating monthly tax obligations with SUNAT, even without activity. This can lead to accumulated fines and debts over time.
You can request a temporary suspension of activities with SUNAT (up to 12 months) using your Clave SOL. During this period, you cannot issue invoices, but you must ensure all obligations are up to date.
Canceling the RUC removes your obligations with SUNAT, but the company still exists in SUNARP. To fully close the company, you must go through dissolution, liquidation, and extinction..
Yes. In a S.A.C., you can sell the company by transferring shares. This involves a share purchase agreement, registration in the share registry book, and usually a change of management and SUNAT updates.
If you are still registered as manager in SUNARP, you may continue to be held responsible or contacted by authorities or third parties. It is important to formally remove yourself as legal representative.
Not necessarily. You can grant a power of attorney to a lawyer or representative who can handle the entire process with SUNAT and SUNARP on your behalf.
If your departure is permanent, it is advisable to cancel your residency with Migraciones to avoid ongoing tax or administrative obligations.
It depends on the situation, but the full process (dissolution, liquidation, and extinction) can take from a few weeks to several months, depending on the company’s tax and legal status.
Thinking about doing business in Peru?
Setting up a company in Peru requires local knowledge of legal structures, tax registration, and compliance. The right setup from the start can save you time and money.
Book your private consultation with Sergio Vargas to get expert advice on how to register and run a business in Peru – legally, efficiently, and with confidence.
The session takes place via Zoom and can be conducted in English or Spanish.
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