Peru is the latest state in the region to initiate law reforms to simplify incorporation. By Legislative Decree No. 1409 on September 12, 2018, a regime was created to enable the simplified corporation (Sociedad por Acciones Cerrada Simplificada
or “SACS”) and that has as its objective to
formalize and revitalize MSMEs.
It may be recalled that in 2017 the OAS General
Assembly took note of the Model Law on the
Simplified Corporation that had been approved by
the Inter-American Juridical Committee and
instructed the Department of International Law
to disseminate the Model Law as widely as
possible. The General Assembly also invited
states to adopt, in accordance with their
domestic laws and regulatory framework, those
aspects of the Model Law that are in their
interest, with collaborative support from the
Department.
In furtherance
of that mandate,
the Department
has requested
that each Member
State consider
the appointment
of a Focal Point
for the Model
Law on the
Simplified
Corporation to
enable a channel
of communication
between the OAS
and those
offices,
ministries or
bodies
responsible for
the
modernization of
corporate
legislation and
simplification
of business
incorporation
(Verbal Note
OEA/2.2/27/18).
By means of this
mechanism, a
network will be
established for
the effective
dissemination of
the Model Law
throughout the
hemisphere and
exchange of
lessons learned
in the course of
its
implementation.
To date, three
Member States
have appointed a
Focal Point,
namely, Brazil,
Mexico and
Paraguay.
While the Model Law has as its objective to simplify incorporation, an effective process for dissolution is equally important. Accordingly, at the 93rd Regular Session of the Inter-American Juridical Committee held in August, members took the decision to include on the working agenda the topic of “dissolution of companies” and appointed Dra. Ruth Correa as Rapporteur. During the session the Committee had heard from Dr. Francisco Reyes, Superintendent of Companies in Colombia, who explained the various challenges for businesses that face outdated, complex and costly legal procedures for the dissolution and wind-up of a business at the end of its life. As work on this topic gets underway, inputs from the aforementioned Focal Points will be taken into account to ensure that end results meet the needs of businesses throughout the region.
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To obtain more information about the Model Law on the Simplified Corporation,
click here
»
For the Peruvian Legislation,
click here
For further information on this matter,
please contact the Department of International Law of the Secretariat for Legal Affairs of the OAS +1 202 370 0743.
