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  • Estudio Alvarez Calderón


Legislative Decree 1427 regulates the extinction of companies registered in the Companies Registry for prolonged inactivity.

The following companies are exempt from the abovementioned extinction procedure: Those companies that maintain a special procedure of Incorporation, Supervision or Extinction by special law, such as the Companies of the Financial System and the Insurance System in accordance with Law 26702, the branches of Legal persons incorporated abroad and the Mining Legal Societies. Likewise, said exclusion reaches the Individual Companies of Limited Liability, the Legal Persons created by Law, among other non-corporate figures; as well as to the Powers of attorney granted by companies or branches established abroad.

The period of registration inactivity for the initiation of the termination procedure of an ex officio company and at the request of a party is ten and three years respectively, in accordance with the provisions of article 6.1 and numeral 1 of the Sole Transitional Supplementary Provision of Legislative Decree 1427 and is counted from the first of January of the year following the date of presentation of the title that gave merit to the registration of the last corporate act before the Companies Registries.

The purpose of the preventive annotation is to publicize the beginning of the extinction procedure due to prolonged inactivity, during the period stipulated by regulation, for purposes that the interested parties, if applicable, request its cancellation in the terms established in Legislative Decree 1427 and its Regulations or , failing that and after the expiration of two years or six months respectively, the registry instance proceeds, ex officio or at the request of a party, with the termination of the company.

The registration of the extinction of the company due to prolonged inactivity has the effect of canceling the registration and closing the registration of the company, as well as excluding its name or company name from the national index of the registry of legal entities.

Only during the year 2020, the companies registered in the registries of companies that, at least, have not registered any corporate act during a period of three years preceding the first of January of the year 2020, are subject to the procedure of termination of a company at the request of the General Manager or whoever acts with the same powers of attorney, with a current mandate, as established by the Sole Transitory Supplementary Provision of Legislative Decree 1427 and article 9 of the Regulations.

It is understood that the reference to the year 2020 includes the beginning of the termination procedure through the presentation of the title of preventive annotation indicated in Article 8.2 of this Directive, and the termination of the company may be subsequently requested.

The General Office of Information Technology, in coordination with the Technical Registry Office, refers to SUNAT, between the first and thirty-one of January of each year, the list of companies that have not registered any corporate act within ten years, according to the information in the SUNARP database.

(Source Official Gazette El Peruano)

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