Sell Peruvian Company to Foreign Buyer Lawyer
When the owners of a Peruvian business receive an offer from a buyer in the United States, Canada, Europe or Asia, the sale stops being a purely Peruvian transaction. The share purchase agreement will often be drafted under foreign law, the price will be paid in US dollars through foreign banks, and the buyer’s lawyers will ask for representations, escrows and indemnities that Peruvian sellers rarely see in domestic deals. Law Offices Of SRIS, P.C. acts as a sell Peruvian company to foreign buyer lawyer for shareholders in this situation. Mr. Sris and the firm’s US-admitted attorneys represent the sellers on the US-law and cross-border contract side, and the firm’s Of Counsel attorneys admitted in Peru handle the Peruvian corporate, registry and regulatory steps that close the deal.
The firm represents the selling side only in the matter, so its advice on price protection, liability caps and post-closing obligations is given with the sellers’ exposure in mind. Call Law Offices Of SRIS, P.C. at (888) 437-7747 to schedule a consultation.
What Selling a Peruvian Company to a Foreign Buyer Covers
A foreign acquirer will normally run a legal, financial and tax due diligence before it signs. For the sellers, the first task is to get ahead of that review. The Peru-admitted Of Counsel attorneys audit the company’s own records: shareholder registry, corporate books, powers of attorney, labor contracts, licenses, real property titles, material customer and supplier agreements, pending litigation and tax positions. Problems found by the sellers can be fixed or disclosed on the sellers’ terms. Problems found by the buyer become price reductions or indemnities.
The second task is the transaction document. Foreign buyers frequently propose a share purchase agreement governed by New York or English law with arbitration abroad. Mr. Sris and the US-admitted attorneys negotiate those terms for the sellers: the scope of representations and warranties, the survival periods, the basket and cap on indemnity claims described in the contract, the escrow or holdback mechanics, the conditions precedent and the treatment of the sellers who remain as managers. Where the buyer insists on a foreign governing law, the firm makes sure the Peruvian transfer formalities are still built into the closing steps.
The third task is the Peruvian execution. Shares in a Peruvian company transfer through entries in the share registry and, for some entity types, through public deeds and filings in the public registry. Regulatory consents may be needed in regulated sectors, and merger control review exists in Peru for transactions that meet the applicable criteria. The Peru-admitted attorneys handle these steps and coordinate the timing with the US-law closing mechanics.
Situations in Which Peruvian Shareholders Engage the Firm
A family business receives an unsolicited offer
Second-generation owners of a manufacturing, agro-export, logistics or services company are approached by a strategic buyer or a private equity fund from abroad. The firm’s role is to level the process: organize the data room, negotiate a non-disclosure and exclusivity agreement that does not lock the sellers in without protection, and set a realistic closing path.
A founder sells to a US strategic acquirer
A Peruvian technology or consumer company is acquired by a US corporation that wants the Peruvian operating entity to become its subsidiary. The US buyer’s counsel will present a US-style agreement. The US-admitted attorneys explain each term to the founders in plain language and negotiate the items that matter most for a seller: earn-out definitions, non-compete scope, retention of key employees and the release of personal guarantees.
Partial sale with the sellers staying as minority holders
When the foreign buyer takes a majority stake and the Peruvian founders keep a minority, the shareholders’ agreement becomes as important as the purchase agreement. Drag-along, tag-along, put and call options, board composition, reserved matters and exit rights are negotiated by the US-admitted attorneys and then reflected in the Peruvian bylaws by the Peru-admitted attorneys so that both documents say the same thing.
Asset sale instead of share sale
Some foreign buyers prefer to buy assets and leave the Peruvian entity behind. The Peru-admitted attorneys handle the transfer of real property, licenses, contracts and employees under Peruvian law, and the firm coordinates with tax advisers on the consequences for the sellers of each structure.
How Mr. Sris and the Firm’s Of Counsel Attorneys Handle the Sale of a Peruvian Company
Law Offices Of SRIS, P.C. is a US law firm founded in 1997. Mr. Sris, the firm’s Owner and Founder, is admitted in Virginia, Maryland, the District of Columbia, New Jersey, and New York. He and the firm’s US-admitted attorneys take responsibility for the US-law or other foreign-law transaction documents, for the negotiation with the buyer’s foreign counsel, for OFAC and sanctions screening of the buyer and its funding sources, and for the escrow and payment arrangements that run through US banks.
The firm’s Of Counsel attorneys admitted in Peru contract directly with the firm and are the only attorneys on the matter who advise on Peruvian law. They conduct the vendor due diligence, prepare the Peruvian corporate approvals, draft the public deeds and registry filings, obtain any sector consents and handle the Peruvian side of the closing. They do not advise on US law. Mr. Sris coordinates the two work streams, keeps the sellers informed in Spanish or English as they prefer, and arranges tax input from tax advisers, since the firm does not give tax advice as such. The firm has no location in Peru; the Peru-admitted attorneys practice in Peru under their own licenses.
Frequently Asked Questions
Why do sellers need a sell Peruvian company to foreign buyer lawyer rather than their usual Peruvian counsel?
Because the agreement will usually be governed by foreign law and negotiated against foreign counsel, and Peruvian counsel cannot advise on that law. The firm supplies both sides: US-admitted attorneys for the foreign-law contract and Peru-admitted Of Counsel attorneys for the Peruvian steps. Your existing Peruvian adviser can remain involved.
Should the share purchase agreement be governed by Peruvian or foreign law?
Either is possible, and the choice is a negotiating point rather than a legal requirement. Foreign buyers often prefer New York or English law with arbitration abroad. Sellers may accept that in exchange for concessions elsewhere, or push for Peruvian law and a Lima arbitration seat. Whatever law governs the contract, the transfer of the shares must comply with Peruvian formalities, which the Peru-admitted attorneys handle.
What is vendor due diligence and is it worth doing?
It is the sellers’ own legal review of the company before the buyer’s review begins, and it usually strengthens the sellers’ position. Issues found early can be cured or disclosed on the sellers’ terms. The Peru-admitted attorneys perform this review and the US-admitted attorneys use the findings to shape the disclosure schedules.
How are the sellers protected against indemnity claims after closing?
Through negotiated limits on the amount, duration and type of claims the buyer may bring, and through careful disclosure. The agreement sets a cap, a threshold below which claims are not brought, and survival periods for different categories of representation. The firm negotiates each of these for the sellers and explains what remains exposed after the limits apply.
Will the sale need approval from a Peruvian authority?
It may, depending on the sector and the size of the parties. Peru has a merger control regime, and companies in banking, insurance, pensions, telecommunications, energy and some other sectors need consent from their regulator for a change of control. The Peru-admitted attorneys determine whether any filing applies and build it into the conditions precedent.
Can the sellers receive the price outside Peru?
Generally yes, subject to the receiving bank’s compliance checks and to the sellers’ Peruvian tax obligations on the gain. The firm reviews the escrow and payment mechanics and prepares the sellers for the know-your-customer questions a foreign bank will ask about the source of funds. The firm coordinates with tax advisers on reporting and withholding.
What should the sellers prepare before the first call?
The company’s corporate chart, the latest financial statements, any letter of intent or term sheet received, and a list of known issues. With those documents the firm can tell you which attorneys will handle each stage. Call Law Offices Of SRIS, P.C. at (888) 437-7747 to request a consultation.
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Attorney responsible for this content: Mr. Sris (admitted in Virginia, Maryland, the District of Columbia, New Jersey, and New York).
Law Offices Of SRIS, P.C. is a US law firm. Foreign attorneys collaborating with the firm are not admitted to the practice of law in any US state bar and their work is limited to matters of foreign law and to liaison roles with US-licensed attorneys.
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