Machine Translated by Google El Peruano / Tuesday, November 24, 2020 LEGAL RULES 3 right to vote. On second call, the attendance of LEGISLATIVE POWER at least three-fifths of the subscribed shares with voting rights is sufficient, or the qualified majority as required by each type of company or the bylaws, for purposes of its own modification. CONGRESS OF THE REPUBLIC Law No. 31072 two. The modification of the statute of the benefit and collective interest company that wishes to THE PRESIDENT OF THE REPUBLIC change the purpose of the benefit or annul its status as a BIC company requires the same HOW MUCH formality established for its constitution. THE CONGRESS OF THE REPUBLIC; 3. The partner or shareholder who manifestly disagrees with the change in the bylaws of the He has given the following Law: company exercises the right of separation in accordance with the provisions of Law 26887, LAW OF THE PROFIT AND INTEREST COMPANY General Law of Companies. COLLECTIVE (BIC SOCIETY) Four. The statute establishes the rules related to the liquidation of the company and the final destination Article 1. Object of the Law of the net assets resulting from it, culminating the The purpose of this law is to establish a regulatory legal framework liquidation process. The rules established by the for the benefit and collective interest society, called the BIC society. statute must be in accordance with Law 26887, General Law of Companies, in what is applicable to the type of company in question. Article 2. Scope of application All those corporate legal persons constituted or to be constituted, in accordance with any of the corporate types provided for in Law 26887, General Law of Companies, can benefit from this law. Article 6. Purpose of benefit 6.1 The benefit purpose, referred to in numeral 5.2 of article Article 3. Definition of profit and collective interest companies 5, can prioritize social and environmental objectives, always (BIC company) within the framework of compliance with environmentally sustainable management. 3.1 The benefit and collective interest company is a corporate legal entity, validly constituted under any of the corporate 6.2 Acts related to the same social and environmental objective, types provided for in Law 26887, General Law of Companies, which contribute to the achievement of its purposes, are which is obliged by its own will to generate a positive understood to be included in the purpose of benefit, even if impact, integrating into its activity economic achievement of they are not expressly indicated in the articles of the purpose of social and environmental benefit chosen. incorporation or in the statute. Article 7. Duties of the directors or 3.2 For the purposes of this law, "collective benefit and interest" directors of BIC companies is understood as the positive material impact or the reduction of a negative impact on society and the 7.1 In addition to the duties provided for the directors or environment. administrators of a company according to the corporate types provided by Law 26887, General Law of Companies, Article 4. Name of benefit companies and collective interest they must ensure the actual achievement of the purpose of social and environmental benefit defined in its bylaws. To the name that corresponds to each corporate legal entity, in accordance with the provisions of article 9 of Law 26887, General Law of Companies, the expression "of benefit and collective interest" or 7.2 Directors or administrators must the acronym "BIC" is added. weigh, in addition, the impact that their actions or omissions have on the partners, the workers, the community, the local and global environment, and the long-term expectations of Article 5. Requirements and modification of the statute of the the partners in terms of the realization of the corporate BIC company purpose and the purpose of benefit . 5.1 Existing corporate legal persons or those to be established that 7.3 Compliance with the duties extended to directors or choose to adapt to the regime of this law must state it in administrators provided for in this law may only be legally their articles of incorporation and statute and register it in required by the partners or shareholders and not by third the registry of legal persons of the corresponding domicile. parties outside the company. 7.4 The directors are responsible for identifying the breach of the 5.2 The statute of the benefit and collective interest company obligations assumed by the company. (BIC company) must include, as an article following the one that regulates its corporate purpose, a detailed description of the benefit purpose. Article 8. Transparency of information 5.3 The statute of the BIC company is governed in accordance with The board of directors or the legal representative of the company the following provisions: benefit and collective interest (BIC company) must: 1. The modification of the statute of the existing a. Introduce organizational transparency practices. corporate legal entity that chooses to adapt to the regime of this law requires, on first call, at least, b. Entrust to an independent third party the preparation of a the concurrence of two thirds of the shares management report on the impact of society, in relation to subscribed with the purpose of social and environmental benefit. Machine Translated by Google 4 LEGAL RULES Tuesday, November 24, 2020 / A Peruvian man Article 9. Management report on the impact of the The National Superintendence of Public Registries company (Sunarp) will issue the necessary directives for the registration of BIC companies within a period of ninety (90) 9.1 The independent third party that prepares the calendar days, from the effective date of this law. management report on the impact of society, referred to in article 8, performs the evaluation using internationally recognized standards for Quarter. tax regime measuring the social or environmental impact. It is The legal entities that choose and are constituted as in charge of an organization that has the purpose profit and collective interest companies are governed by of auditing or certifying companies with good the tax regime that corresponds to them, in accordance corporate, social and environmental practices. with the law of the matter. This law does not generate any additional tax benefit. 9.2 The management report on the impact of the company that is prepared must: Fifth. Regulation The a. Executive Branch regulates this law within a period of Submit to the partners and shareholders ninety (90) calendar days, from the effective date of this law. together with the economic results of the previous year. b. Be published on the company's web portal or other similar electronic means of Communicate to the President of the Republic for its communication used by it. promulgation. c. Be available at the registered office so that it can be consulted by any interested citizen. In Lima, on the second day of the month of November of two one thousand twenty. 9.3 The benefit and collective interest society that, MANUEL MERINO DE LAMA improperly using its profit purpose, performs President of the Congress of the Republic misleading advertising or other practices contrary to the rules of free competition and consumer LUIS ALBERTO VALDEZ FARIAS protection is subject to sanctions by the National Institute for the Defense of Competition and First Vice President of the Congress of the Republic Protection of Intellectual Property (INDECOPI), in accordance with the regulations on the matter. TO THE PRESIDENT OF THE REPUBLIC SO: Article 10. Loss of corporate legal category Command is published and complied with. 10.1 The statutory modification that suppresses the Given at the Government House, in Lima, at twenty-three days of the month of November of the year two thousand and twenty. provisions referred to in article 5 or the breach of the obligations assumed by application of this law, generate the loss of the corporate legal FRANCISCO RAFAEL SAGASTI HOCHHAUSLER category of benefit and collective interest Republic President company (BIC company) and its return to the provisions that are applicable, according to the VIOLET BERMUDEZ VALDIVIA provisions of Law 26887, General Law of President of the Council of Ministers Companies. This corporate legal category is also lost in cases in which INDECOPI determines it 1905747-1 when sanctioning, through a final resolution, infringements of the rules of free competition and Law No. 31073 consumer protection. THE PRESIDENT OF THE REPUBLIC 10.2 The loss of the corporate legal category of benefit and collective interest company (BIC company) HOW MUCH does not affect, in any case, the type of company originally adopted in accordance with Law 26887, THE CONGRESS OF THE REPUBLIC; General Law of Companies. He has given the following Law: FINAL SUPPLEMENTARY PROVISIONS LAW THAT AMENDS LAW 29676, LAW First. Corrective measures PROMOTION OF THE DEVELOPMENT OF INDECOPI is empowered to dictate the corrective PRODUCER MARKETS measure for the loss of corporate legal category due to infractions of the rules of free competition and consumer AGRICULTURE, TO INCORPORATE protection, in accordance with the law on the matter, which THE IMPLEMENTATION OF MARKETS will be communicated to the National Superintendency of Public Registries ( Sunarp) for the corresponding purposes. Itinerant Article 1. Object of the Law Second. Supplementary Law Enforcement The purpose of this law is to amend Law 29676, Law In all matters not covered by this law, benefit and for the Promotion of the Development of Agricultural Producers' collective interest companies shall be governed by the Markets, to establish the provisions applicable to the operation provisions of Law 26887, General Law of Companies. and development of agricultural producers' markets and incorporate the provisions corresponding to the promotion, development and implementation of temporary markets called Third. Superintendency Directives itinerant markets. National Registry of Public Records (Sunarp)