Liquidation & Dissolution in Peru
Formally dissolve, liquidate, and extinguish your Peruvian S.A.C., closing SUNARP, SUNAT, and employee obligations correctly so shareholders and liquidators stay protected.
Liquidation Timeline
4-8 months
Tax ID
RUC
Primary Registry
SUNARP
Liquidation & Dissolution in Peru: What You Need to Know
Liquidating a company in Peru under the Ley General de Sociedades runs through three sequential, registrable phases: dissolution, liquidation, and extinction. The Junta General de Accionistas resolves dissolution citing one of the law's statutory grounds, documented in certified notarial minutes, and one or more liquidators are appointed to replace the board, with every company document carrying the words "en liquidación" from that point forward. The dissolution and liquidation agreement must be published three consecutive times in El Peruano, mandatory for Lima or Callao-domiciled companies, plus a wide-circulation newspaper, with SUNARP registration filed within 10 days of the last publication. SUNAT must be notified of the status change and receive every pending tax return before Baja de Inscripción del RUC can be requested, a process SUNAT has up to 45 days to resolve. The liquidator files a final balance sheet and haber social distribution with SUNARP to record extinction. A clean liquidation with no outstanding debts or litigation commonly runs 4 to 8 months total.
Key Requirements
Three sequential, registrable phases under the Ley General de Sociedades: dissolution, liquidation, and extinction, each filed with SUNARP in turn
The Junta General de Accionistas resolves dissolution citing one of the law's statutory grounds, documented in certified notarial minutes
One or more liquidators must be appointed to replace the board, and every company document must carry the words "en liquidación" from that point forward
The dissolution and liquidation agreement must be published three consecutive times in El Peruano (mandatory for Lima/Callao-domiciled companies) plus a wide-circulation newspaper, with SUNARP registration filed within 10 days of the last publication
SUNAT must be notified of the "en liquidación" status change and receive every pending tax return before Baja de Inscripción del RUC can be requested
A final balance sheet and haber social (net remaining assets) distribution filed with SUNARP to record extinction, along with a designated custodian for the company's corporate books
Baja de Inscripción del RUC filed via Form 3128 (or Form 2135 for a third-party filer) once SUNARP has issued proof of definitive registry closure, with SUNAT allowed up to 45 days to resolve it
Common Challenges
Employee severance runs on a 48-hour clock, not the corporate timeline
Under D.S. 001-97-TR Art. 4, final liquidación de beneficios sociales (CTS, gratificaciones truncas, unused vacation) must be paid within 48 hours of cese. Late payment triggers moratory interest and SUNAFIL exposure, independent of how long the SUNARP filings take.
Shareholder and liquidator liability doesn't end at extinction
Creditor claims can still surface up to 2 years after extinction is registered if liabilities were understated. Undisclosed tax or labor debts are the main exposure that liquidators and shareholders carry past the closing date.
Publication sequencing is a common trap
Skipping or mistiming any of the three required El Peruano publications extends third-party claim deadlines until the omission is corrected, effectively resetting part of the clock.
How NavviPal Helps
Coordination of the Junta General resolution, liquidator appointment, and the three required El Peruano publications in the correct sequence
Preparation of the final balance sheet and haber social distribution for the SUNARP extinction filing
Handling of SUNAT's "en liquidación" notification, pending returns, and the Baja de Inscripción del RUC request
Employee severance calculated and paid within the 48-hour statutory window, so labor exposure doesn't outlast the corporate closure
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