Closed corporation (S.A.C.) in Peru: rules, comparison and when to switch to an S.A.A.

The closed corporation (S.A.C.) is the Peruvian stock corporation form for companies with 2 to 20 shareholders that are not listed on a stock exchange. It allows control over who enters the capital, with a preferential acquisition right, company consent and shareholder exclusion, and lets the company operate without a board of directors. Its limit is the market: it cannot register its shares in the Public Registry of the Securities Market (RPMV), so offering shares to the public requires converting it into an open stock corporation (S.A.A.).

This guide helps you decide whether the S.A.C. fits your company, how it compares with the other Peruvian forms, and what path to follow when you want to issue bonds or shares. The rules come from the General Corporations Law (Law 26887) and the Superintendency of Securities Markets (SMV), reviewed as of November 1, 2026.

The rules of the closed corporation (arts. 234-248 LGS)

A stock corporation may adopt the S.A.C. regime if it has 20 shareholders or fewer and no share registered in the RPMV (art. 234). Like any company, it needs at least two partners: if it loses that plurality and does not restore it within six months, it is dissolved by operation of law (art. 4). Its corporate name includes “Sociedad Anónima Cerrada” or “S.A.C.” (art. 235), and in matters not provided for, the rules of the stock corporation apply (art. 236).

Who enters and who exits the share capital

• Preferential acquisition. The shareholder who wants to sell notifies the general manager, who informs the other shareholders within ten days. The other shareholders have thirty days to purchase pro rata, and after sixty days from the notice without a purchase offer, the seller is free to sell to third parties on the notified terms. The bylaws may set other periods or remove this right (art. 237).
• Company consent. The articles of association may require the general meeting to approve each transfer by an absolute majority of the voting shares. If it refuses, the company shall be obliged to purchase the shares at the offered price (art. 238).
• Forced sale and inheritance. In a forced sale, the company may substitute itself for the successful bidder within ten business days (art. 239). The articles of association may grant the other shareholders the right to purchase the shares of a deceased shareholder at their value on the date of death (art. 240).
• Exclusion. The articles of association may provide grounds for excluding shareholders (art. 248).

Any transfer that does not comply with these rules is ineffective against the company (art. 241). In addition, anyone who did not vote in favor of changing the restrictions on sale or the preferential right may withdraw from the company (art. 244).

Corporate governance

• Optional board of directors. The shareholders' agreement or the articles of association may provide that there is no board of directors; its functions pass to the general manager (art. 247).
• Representation at general meeting. Only another shareholder, your spouse, or a first-degree ascendant or descendant may represent you, unless the articles of association extend that list (art. 243).
• Notice of meeting. The board of directors or the manager convenes it by notice with acknowledgment of receipt, email or another means with proof of receipt (art. 245), with ten days' notice for the mandatory annual general meeting and those provided for in the bylaws, and three days' notice for the others (art. 116).
• Remote meetings. The corporate will may be expressed in writing or by electronic means, but the meeting is mandatory if requested by 20% of the voting shares (art. 246).
• External audit. It is voluntary, unless imposed by the shareholders' agreement, the articles of association or the general meeting with 50% of the voting shares (art. 242).

An S.A.C. is incorporated by public deed, which is registered in the registry of its domicile (art. 5). The law does not set a minimum capital, but requires the capital to be fully subscribed and each share paid up to at least 25% (art. 52). Guideline: choose the S.A.C. if you want a small group of shareholders and to be able to decide who joins. If you are thinking of hundreds of investors, start planning the S.A.A.

S.A.C. vs. S.A.A., S.R.L., S.A.C.S. and E.I.R.L.

Rule: S.R.L. and E.I.R.L. cannot raise equity investors through shares. S.A.C.S. dispenses with the public deed, but closes the door to shareholders that are companies or funds. S.A.C. is the most flexible base for a company that may one day want to issue.

When an S.A.C. must switch to an S.A.A.

A corporation is open if it meets one or more of these cases (art. 249):

1. It made a primary public offering of shares or bonds convertible into shares.
2. It has more than 750 shareholders.
3. More than 35% of its capital belongs to 175 or more shareholders, excluding those who hold less than 0.2% or more than 5% of the capital.
4. It is incorporated as such.
5. All shareholders with voting rights unanimously approve adapting to that regime.

Adaptation is mandatory if, at the close of a fiscal year, the company meets any of the first three cases, and any shareholder or interested third party may request it (art. 263). For its part, an S.A.C. that exceeds 20 shareholders ceases to meet its regime and must adapt to the form that applies to it (art. 264).

Switching to S.A.A. changes the entire company. It must register all its shares in the RPMV (art. 252), cannot restrict their transfer (art. 254), and comes under the supervision of the SMV, the name that replaced CONASEV, which still appears in the law (art. 253; Law 29782, art. 1). Guideline: the S.A.A. makes sense if you are going to offer shares or convertibles to the public. For straight debt you do not need it.

Issue debt without ceasing to be an S.A.C.: bonds, short-term instruments and MAV

The General Companies Law only prevents an S.A.C. from registering its shares in the RPMV (art. 234). The public offering of simple bonds, which do not convert into shares, is not among the cases that make it open (art. 249). In practice, the SMV has accepted it: in 2020 it registered an S.A.C.'s short-term instruments program in the Alternative Securities Market section of the RPMV (SMV General Intendancy Resolution 029-2020-SMV/11.1).

The Alternative Securities Market (MAV) is the segment created by the SMV for non-corporate companies domiciled in Peru. It allows issuing shares, bonds, or short-term instruments with more flexible registration and disclosure requirements. To enter, average annual revenue over the last five fiscal years cannot exceed S/ 450 million or its equivalent in dollars (MAV Regulation, art. 4.2.1, amended by SMV Resolution 013-2025-SMV/01). Since 1 January 2026, MAV companies pay the SMV only 1% of their ordinary contributions (Fourth Final Supplementary Provision of the same regulation).

There is a corporate limit that should be calculated first: the total amount of the bonds cannot exceed the company's net equity. There are three exceptions: specific collateral exists, the issuance pays for goods whose purchase or construction the company has already contracted, or the law allows it in special cases (art. 305).

Example with figures

An S.A.C. in Arequipa has 14 shareholders and net equity of S/ 6 million. It needs S/ 9 million for a plant. These are its options:

• Bonds by public offering, without changing legal form. With no specific collateral and no other bonds outstanding, it can issue up to S/ 6 million, the amount of its net equity at the issuance date. To reach S/ 9 million it needs specific collateral or to use the issuance to pay for the already contracted plant (art. 305). It remains an S.A.C.
• Private capital. It can add up to 6 new shareholders and reach 20. Investor number 21 forces it to adapt to another form (arts. 234 and 264).
• Shares by public offering. Since an S.A.C. cannot register its shares (art. 234), it must leave that regime. With the primary offering it becomes an S.A.A.: it registers all its shares in the RPMV and loses the bylaws' transfer restrictions (arts. 249, 252 and 254). If the offering is made on the MAV, it can remain in that segment after adapting (MAV Regulation, art. 8E).

Guideline: if you need debt, keep the S.A.C. and work within the limit of article 305. If you need capital from many investors, the real decision is whether you are ready for the obligations of an open corporation.

Typical mistakes with an S.A.C.

• Adding members above 20 through a private capital increase without planning for adaptation (art. 264).
• Copying a model set of bylaws that eliminates the right of first refusal when the founders want to control third-party entry (art. 237).
• Issuing convertible bonds through a public offering assuming they are plain debt: they trigger the move to S.A.A. (art. 249).
• Promising an investor a bond issuance larger than net equity without having the specific guarantee ready (art. 305).
• Choosing an S.A.C.S. and later discovering that a fund cannot become a shareholder (Legislative Decree 1409, art. 4).

If your Peruvian company wants to raise euros with tokenized securities, the Spanish route involves a public limited company or a vehicle incorporated in Spain, which is the issuer. The guide to asset tokenization in Peru explains when it fits and the guide for issuers in Latin America describes the process. The legal form you need in Spain is in which companies can issue tokenized securities.

Rules reviewed as of 1 November 2026: General Corporations Law, Law 26887, Legislative Decree 1409 and the SMV Resolution 013-2025-SMV/01, which amended the Regulation of the Alternative Securities Market.

Notice: This content is for information and educational purposes. It does not constitute legal, tax or investment advice. Check the current version of the rules in official sources before making decisions.

HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.