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Practice area

Dissolution, liquidation, and winding up of companies

An orderly exit from the market, with control of exposures and formal closure before SUNAT and SUNARP.

This service is for you if

  • 01

    The business stopped operating and the company keeps accumulating formal obligations and fines.

  • 02

    The partners have agreed to close the company and do not know where to start.

  • 03

    Losses have reduced equity below the legal threshold and dissolution is no longer optional.

  • 04

    You want to close down but there are outstanding debts and you fear being liable with your personal assets.

  • 05

    You have a company that has been inactive for years and was never deregistered.

Closing a company badly costs more than closing it properly. We conduct the process under the General Companies Act (Ley 26887), Decreto Ley 21621 on EIRLs, or the General Insolvency System Act (Ley 27809), as applicable to the specific case.

What it includes

  • Analysis of the applicable grounds and of the appropriate route (corporate or insolvency)
  • Corporate resolutions and appointment of a liquidator
  • Opening and closing liquidation balance sheets
  • Treatment of contingent liabilities and the liquidation reserve
  • Distribution of the surplus among partners and its tax treatment
  • Cancellation of the registry entry at SUNARP
  • RUC deregistration and closing of obligations before SUNAT

Does your case fall within this area?

Write to us with the details of your case and the deadline you face. The first conversation is free of charge and serves to determine whether we can help you.

Fees

Subject to case evaluation

You receive the proposal in writing before we begin.

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Concrete deliverables, not promises

  • Report setting out the applicable grounds, the recommended course of action, and the map of exposures
  • Dissolution and liquidator appointment minutes, registered with SUNARP
  • Opening and closing liquidation balance sheets
  • Registry entry canceled and RUC deregistration processed

What clients usually ask us about this area

  • No. An inactive company is still required to file returns and still incurs penalties, and its registry entry remains open. In addition, the ex officio deregistration applied by SUNAT is not the same as corporate extinction: the company continues to exist for the registry.

  • It can be done, but the path changes. Liquidation requires paying the creditors before distributing any remaining assets among the partners, and doing it the other way around may create liability for the liquidator and for the partners themselves. When liabilities exceed assets, insolvency proceedings are usually the correct route.

  • It depends on the volume of assets and liabilities and on whether there are open exposures with SUNAT. It is not a matter of days: it is a procedure with successive stages that must be observed, and skipping them is what later gives rise to personal liability.

Tell us about your case

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