Actualidad Peru

Accepting the position of director explicitly

Act 30354 modifying Act 26887 (General Companies Act)

Act N° 30354 contains article 152-A which modifies article 170 of Peru’s General Companies Act.

The new article 152-A establishes that the person chosen as a company Director should accept the position explicitly and in writing, with their signature legalised by a notary or, if necessary, by a judge. This declaration will be apppended to the company’s articles of association or in whatever legal instrument may be required, prior to being recorded in the Public Registries.

The provision will apply to both the titular directors and to co-opted directors, alternate directors and replacements, as the situation requires.

Everything suggests that the reason for creating 152-A Is to prevent any director of a company that is, or may be, involved in illicit transactions, from evading their liability by alleging that they never accepted the appointment as director.

Likewise, the regulation adds a final paragraph to article 170 (Board minutes) of the General Companies Act, stipulating that the Managing Director or any member of the Board may ask for a public notary designated by themselves to be present during the meeting, to certify that the agreements reached are genuine. There is also a provision that by virtue of this certification, the Board of Directors’ agreements may be actioned at once.

This notarial document certifying the Board resolutions provides the authority for the resolutions to be recorded in the relevant registry.