Introduction

The Simplified Closed Corporation (SACS) is a type of company in Peru created to facilitate the formalization of businesses quickly and easily. This alternative corporate regime, introduced in 2018 by Legislative Decree N° 1409, allows entrepreneurs to incorporate a company without the need for traditional notary or registration procedures. More information at Simplified Closed Corporation (SACS) in Peru

What exactly is the Constitutive Act?

The Constitutive Act is a legal document that gives rise to a legal entity, whether it is a company, civil association, commercial partnership, cooperative, etc. It is, so to speak, the birth certificate of your project before the law.

It establishes essential aspects such as:

  • Name of the company or organization
  • Type of company or legal figure (S.A.C.S. or Simplified Closed Corporation)
  • Corporate purpose (what it will do)
  • Domicile
  • Share capital
  • Names of the partners or founders
  • Contributions of each partner
  • Rights and obligations of the members
  • Internal operating rules
  • Legal representatives

Why is it so important?

  • Legal validity: It is essential for the entity to exist before the authorities.
  • Internal clarity: It avoids misunderstandings between partners, as rules are established from the beginning.
  • Official procedures: It is required to open business bank accounts, issue invoices, register with the tax authority, participate in public bids, among others.
  • Limited liability: In certain types of companies, it protects the personal assets of the partners.

How is it prepared?

Generally, it is done before a notary public or commercial broker (depending on the country). The steps usually include:

  1. Drafting the document with all the necessary data.
  2. Signature by all partners or founding members.
  3. Protocolization before a notary.
  4. Registration in the corresponding registry (Public Register of Commerce, Civil Registry of Associations, etc.).

What types of companies require a Constitutive Act?

Almost all. Some examples include:

  • Simplified Closed Corporation (S.A.C.S.)
  • Corporation (S.A.)
  • Limited Liability Company (S.R.L.)
  • Simplified Joint Stock Company (S.A.S.)
  • Civil Association (A.C.)
  • Cooperative Society

Conclusion

Having a well-drafted Constitutive Act is the first step to building a solid foundation for any venture. It is more than a legal requirement: it is a tool that helps you prevent conflicts, define the direction of your organization, and operate with confidence.