Peruvian legislation is structured according to a hierarchical system comprising the following, in descending order of authority:

• the Constitution;
• statutory laws enacted by Congress;
• legislative decrees issued by the Executive under delegated powers;
• emergency decrees;
• supreme decrees; and
• resolutions of a general application.

The formation and day-to-day functioning of companies in Peru are primarily governed by a set of key legal instruments, including:

• the General Corporations Law, which establishes the rules applicable to corporate incorporation and governance; and
• the Civil Code, which sets out the general legal regime for civil transactions and contractual arrangements involving companies.

Commercial activities are further regulated by the Code of Commerce, which addresses matters such as:

• merchants and commercial acts;
• accounting and bookkeeping obligations;
• commercial contracts;
• general warehouse companies;
• specific regimes for banking and agricultural entities;
• commercial agency and commission agreements;
• letters of credit;
• current account contracts; and
• maritime commerce.

In addition, companies are subject to the Tax Code with respect to their fiscal duties, the Labour Productivity and Competitiveness Law regarding employment-related obligations, and the Framework Law for Operating Licences governing the authorisation of business premises. Consumer relations are regulated by the Consumer Protection and Defence Code, while entities participating in the capital markets are subject to the Securities Market Law, which seeks to ensure transparency and the orderly development of the stock exchange.

Foreign direct investment (FDI) in Peru is not subject to prior review or approval by any national or federal authorities. The Peruvian constitutional framework establishes the principle of equal treatment between domestic and foreign investors, under which foreign investment may be freely made and operated under the same legal conditions applicable to national investment, without the need for authorisations, registrations or screening mechanisms.

This open regime reflects Peru’s long-standing policy of promoting foreign investment by ensuring legal certainty and non-discrimination. Foreign investors benefit from the same rights and guarantees granted to local investors, including protection of private property, freedom of enterprise and commerce, and access to arbitration for the resolution of investment-related disputes. As a result, there is no general supervisory authority with jurisdiction to approve or deny FDI on economic or strategic grounds.

However, Peruvian law establishes specific restrictions applicable to foreign investors in certain sensitive areas. For reasons of national security and defence, foreigners are prohibited from acquiring or owning, directly or indirectly, assets located within 50 km of Peru’s international borders, unless an exception is granted by means of a supreme decree issued by the Council of Ministers in cases of public necessity. In addition, sector-specific limitations apply to foreign participation in activities such as the following, which are subject to particular statutory rules:

• commercial aviation;
• private security and surveillance services;
• the commercialisation of arms and explosives;
• radio broadcasting services; and
• maritime transportation of hydrocarbons.

Peru’s current economic and business environment remains generally favourable for inbound FDI, underpinned by a track record of macroeconomic stability, an open trade policy framework and ongoing efforts to enhance infrastructure and connectivity. Recent data on FDI flows reflects that USD2.4 million in FDI commitments were made in 2025, corresponding to ten investment projects. These results reflect the impact of co-ordinated management between the public and private sectors, reinforcing Peru’s position as an attractive investment destination. Large-scale infrastructure projects such as the expansion of Jorge Chávez International Airport and the development of the Port of Chancay are strengthening the country’s logistics capabilities and supporting its ambition to consolidate itself as a regional hub. Inflation control has further contributed to maintaining investor confidence, although political uncertainty continues to be a relevant factor in investment decision-making.

From a regulatory and institutional perspective, Peru offers a relatively stable and investor-friendly framework for foreign investment. A key feature is the possibility for foreign investors to enter into Legal Stability Agreements with the Peruvian State, which provide long-term certainty regarding the applicable tax regime, the free availability of foreign currency and the unrestricted remittance of profits, dividends and royalties. Such agreements have the force of law and cannot be unilaterally amended, and are typically granted for a ten-year term (or for the duration of a concession, where applicable) and include recourse to arbitration for dispute resolution. To benefit from this regime, investors must channel investments through the local financial system and meet minimum investment thresholds, depending on the sector.

Looking ahead, certain regulatory and institutional developments may be relevant for foreign investors. A draft of a new General Corporations Law has been published, proposing changes to corporate governance rules, including shareholders’ agreements, remote meetings, directors’ liability and composition, and the introduction of single-shareholder companies. In parallel, the securities regulator has identified the strengthening of transparency requirements as a regulatory priority, particularly regarding directors’ remuneration, issuer management and audit committee composition.

From a dispute resolution standpoint, Peru’s constitutional guarantee of access to multiple judicial instances, together with its adherence to the ICSID Convention, continues to provide foreign investors with access to both domestic remedies and international investment arbitration mechanisms.

Along these lines, Brookfield (the majority shareholder of Rutas de Lima S.A.C.) has initiated an arbitration proceeding against the Peruvian State, after being compelled to approve the dissolution and liquidation of Rutas de Lima S.A.C. (RDL). Brookfield argues that the deterioration of RDL’s financial position was driven by multiple actions that undermined the toll road concession held by RDL and ultimately caused the company’s equity to become negative. Measures cited by the company include the suspension of toll collection at the Chillón toll plaza and the Conchan toll station, pursuant to decisions issued by the Constitutional Court and a judicial ruling.

The most commonly used structures for transactions in Peru are:

• share acquisitions;
• mergers and acquisitions; and
• asset purchases.

In principle, these transaction structures may be applied to both public and private companies. However, the key distinction lies in the fact that public company transactions are also subject to Peruvian securities market regulations, whereas transactions involving private companies are not required to comply with such regulatory framework.

By way of example, in the case of direct share acquisitions, shares of public companies must be acquired strictly through a Public Acquisition Offer (OPA), provided that the acquisition exceeds 30% of the total outstanding shares. In contrast, in the case of private companies, a direct share acquisition does not require a procedure as complex as an OPA, but rather compliance with any pre-emptive rights granted to other shareholders, as well as the procedures established in the relevant company’s by-laws.

Foreign investors should also take into account sector-specific regulations, tax implications and corporate law considerations when determining the appropriate transaction structure. For instance, the tax treatment applicable to a direct share acquisition differs from that applicable to a share acquisition carried out through a merger.

Finally, the transaction structures described above (except for mergers and acquisitions) are also applicable to minority investments that do not seek to obtain control of the company. Other structures are commonly used for this type of investment, including capital increases, direct financing arrangements, and the acquisition of debt instruments or bonds.

Please see 6. Antitrust/Competition and 7. Foreign Investment/National Security.

All companies incorporated in Peru must adopt one of the corporate forms established under the General Corporations Law. This law regulates the corporate governance framework applicable to all companies, including the requirements, procedures and appointment of the corporate bodies responsible for their management and oversight. The corporate governance of public companies is also regulated under the Securities Market Law.

The Superintendency of the Securities Market (SMV) has also issued a Code of Good Corporate Governance for Peruvian Companies, which is not mandatory but is widely adhered to by many public companies as a means of demonstrating a high standard of corporate governance. Likewise, there are sector-specific regulations that establish particular corporate governance requirements for certain regulated entities, such as banks, telecommunications companies and insurance companies.

With respect to corporate forms, public companies may only be incorporated as a Stock Corporation (Sociedad Anónima) or a Publicly Held Stock Corporation (Sociedad Anónima Abierta), whereas private companies are commonly incorporated as a Stock Corporation (Sociedad Anónima), a Closely Held Stock Corporation (Sociedad Anónima Cerrada) or a Limited Liability Commercial Company (Sociedad Comercial de Responsabilidad Limitada).

Accordingly, foreign investors should take several key considerations into account when selecting the appropriate corporate form for their investment. For instance, where the acquisition of a significant equity stake is contemplated, investors should note that, in the case of a Publicly Held Stock Corporation, the process is subject to a regulated procedure overseen by the SMV, whereas the process applicable to a Closely Held Stock Corporation is less complex. Similarly, where free transferability of shares is a priority, investors should consider that Closely Held Stock Corporations are subject to statutory pre-emptive rights in favour of existing shareholders, while no such pre-emptive rights apply to Publicly Held Stock Corporations.

The relationship between a company and its minority shareholders is governed by the General Corporations Law, which recognises a range of fundamental rights in favour of minority shareholders, including:

• the right to call a General Shareholders’ Meeting;
• the right to obtain representation on the board of directors; and
• the right to receive information regarding resolutions adopted at shareholders’ meetings.

In the case of public companies, minority shareholders benefit from enhanced protections with respect to the delivery of shares and/or dividends. Specifically, a special procedure is established for requesting the delivery of shares and/or dividends, and a complaint mechanism is available to shareholders in the event such a request is denied.

The key principles governing the position of minority shareholders in public companies include:

• equal treatment of shareholders of the same class;
• shareholders’ rights to participate and vote at General Shareholders’ Meetings;
• protection against the dilution of shareholdings;
• transparency, information and communication with shareholders; and
• arbitration as a mechanism for dispute resolution.

By contrast, the typical rights of minority shareholders in private companies include:

• the right to request the convening of a General Shareholders’ Meeting;
• pre-emptive rights to subscribe for newly issued shares or to acquire existing shares;
• representation on the board of directors;
• the right to receive dividends;
• the right to withdraw from the company; and
• the right to obtain information regarding the company’s management upon request.

As a general rule, there are no specific disclosure or reporting obligations triggered solely by the making, holding or disposal of foreign direct investments under Peruvian law; foreign investors are subject to the same reporting requirements applicable to domestic investors.

That said, certain corporate actions arising from an investment do give rise to ordinary filing obligations. For instance, any changes in the company’s management must be recorded with the public registry, while filings with the tax authority are only required where the appointed representatives are granted tax-related powers. Similarly, amendments to a company’s articles of incorporation and by-laws must be registered with the local public registry. Notification to the tax authority is generally not required, except in specific circumstances, such as changes to the company’s corporate name, registered address or corporate purpose.

With respect to financial reporting, annual financial statements must be approved by the shareholders and subsequently included in the company’s annual sworn tax return filed with the Peruvian tax authority.

In addition, legal entities (including privately held companies) are required to disclose their ultimate beneficial owners to the Superintendencia Nacional de Aduanas y de Administración Tributaria (SUNAT). For these purposes, the ultimate beneficial owner is the natural person who directly or indirectly owns at least 10% of the entity’s equity or exercises effective control through means other than ownership. Where no individual meets these criteria, the obligation extends to identifying the person holding the highest managerial position. This disclosure requirement has been implemented on a phased basis, in accordance with the deadlines established by SUNAT through superintendency resolutions.

Finally, where an investment involves the acquisition of a significant stake in a publicly listed company, the transaction must be disclosed to the Superintendency of the Securities Market as a material event.

The securities market in Peru remains at a developing stage, given the volume of its transactions and its limited liquidity. Stock market activity is concentrated in a relatively small number of issuers, which has resulted in a limited number of primary public offerings.

However, as of November 2025, the average and median daily trading volumes on the Lima Stock Exchange amounted to approximately USD15.2 million and USD12.7 million, respectively, and the number of retail investors participating in the Lima Stock Exchange has increased significantly over the past year.

In order to further promote the development of the securities market in Peru, Nuam (the holding company that integrates the Lima Stock Exchange) has been promoting a process aimed at integrating the market infrastructures of Chile, Colombia and Peru.

Despite these initiatives, Peruvian companies continue to show a clear preference for debt-based financing – whether through bank loans, commercial credit or private lending arrangements, or through private capital increases.

The securities market in Peru is governed by the Securities Market Law and by the regulations issued by the SMV. These rules are intended to promote the orderly development and transparency of the securities market, and to ensure adequate investor protection. Accordingly, the Securities Market Law regulates public offerings of securities and their issuers, publicly offered securities, securities market intermediaries, stock exchanges and other participants in the securities market, among other matters.

With respect to stock exchange transactions within the securities market, the regulations provide that trades must generally be carried out through authorised securities market intermediaries (ie, broker-dealer firms), unless the transaction involves the acquisition or increase of a significant participation in an issuer. In Peru, a “significant participation” arises when an acquirer reaches or exceeds a shareholding of 25%, 50% or 60% of the issuer’s share capital, or acquires such number of shares or voting rights that, in any of these scenarios, allows them to appoint or remove the majority of the members of the board of directors, or to amend the company’s by-laws.

In this context, the acquisition or increase of a significant participation in an issuer may only be carried out through a Public Acquisition Offer (OPA), which must be approved by the SMV. For this purpose, the bidder is required to submit an offering prospectus and to provide a guarantee in favour of the broker-dealer to secure compliance with the obligations assumed under the Public Tender Offer. Acceptance of the offer is made through the broker-dealer.

There are no additional regulatory requirements applicable specifically to foreign investors in the context of foreign direct investment in Peru.

In line with the principle of equal treatment of foreign and domestic investors, there are no obligations applicable to foreign direct investment that differ from those imposed on capital markets participants in general. Accordingly, an investment fund must comply with the standard obligations applicable to investors, including engaging a licensed broker-dealer and complying with the applicable disclosure requirements.

In Peru, merger control and other business concentration transactions are subject to a mandatory competition review regime established by Law No 31112, the primary objective of which is to safeguard effective competition in the market. The regime is designed to prevent transactions that could substantially limit competitive dynamics or result in the creation or strengthening of monopolistic or dominant market positions to the detriment of consumers and overall economic efficiency.

The law has a broad scope and encompasses a variety of structural transactions, including corporate mergers, acquisitions of control, the formation of joint ventures and the acquisition of productive assets. Transactions falling within this scope must be notified to INDECOPI when certain economic thresholds are met. Specifically, mandatory notification applies when, during the preceding fiscal year, the aggregate value of sales, gross income or assets of the parties reaches or exceeds 118,000 Tax Units (UIT), and at least two of the parties individually record sales, gross income or assets of no less than 18,000 UIT. For reference, the UIT applicable for 2026 has been set at PEN5,500.

Where both thresholds are met concurrently, prior clearance from INDECOPI is required before the transaction may be implemented. Conversely, if the thresholds are not met by at least two parties, the filing becomes optional and no prior approval is required. In advance of submitting a formal filing, the parties may also seek informal, non-binding guidance from INDECOPI through a preliminary consultation process regarding the applicability of the regime and the information requirements.

The formal review process for mandatory filings consists of several stages. It begins with the submission of a notification including the relevant background information and an initial assessment of potential effects on the relevant markets. This is followed by a preliminary review conducted by INDECOPI’s Technical Secretariat to verify compliance with the formal requirements, which must be completed within ten business days and may involve requests for additional information.

The substantive assessment is then carried out by the Commission for the Defence of Free Competition, starting with a first-phase review to determine whether the transaction raises competition concerns, generally within a period of 30 business days. If potential risks are identified, the review proceeds to a second-phase investigation involving a more in-depth analysis, which may last up to 90 business days, with a possible extension of an additional 30 business days.

The procedure concludes with a reasoned decision authorising the transaction unconditionally, approving it subject to remedies, or prohibiting it altogether. Such decision may be challenged through the relevant judicial remedies.

The merger control regime requires INDECOPI to assess the effects of a business concentration transaction in order to determine whether it would result in a significant restriction of competition within the relevant markets. In conducting its review, INDECOPI examines a range of factors, including:

• the structure of the affected market;
• the actual or potential competition among the economic agents involved;
• the evolution of supply and demand for the relevant products or services;
• the distribution and marketing channels;
• legal or other barriers to entry, such as technological limitations, specific investment requirements, or horizontal and vertical restraints;
• the economic and financial strength of the parties involved; and
• the creation or strengthening of a dominant position.

As part of its assessment, INDECOPI also considers whether the merger may produce economic efficiencies, which can include productive, allocative or innovation efficiencies. These efficiencies must be:

• demonstrated by the notifying parties;
• inherent to the concentration itself;
• capable of offsetting any identified anti-competitive effects and enhancing consumer welfare;
• transferable to consumers; and
• verifiable by the authority.

Notwithstanding the above, INDECOPI has clarified that the mere creation or strengthening of a dominant position does not in itself constitute grounds for prohibiting a concentration transaction. Rather, it is necessary to evaluate the actual restrictive effects on competition in the markets where the economic agents operate.

During the course of the prior control review procedure, economic agents may submit to INDECOPI a proposal of commitments aimed at preventing or mitigating any potential effects that may arise from the merger. Such commitments may be based on factors involving:

• the generation of efficiencies, in accordance with the criteria set out in 6.2 Criteria for Antitrust/Competition Review;
• the bargaining power of customers, to the extent that such power would prevent the acquiring entity from increasing prices; or
• the recovery of a failing firm, allowing the parties to demonstrate that, without the concentration transaction, the distressed company and its assets would likely exit the market in the near future due to the inability to meet its financial obligations.

Where INDECOPI determines that the proposed commitments effectively prevent or mitigate the potential effects arising from the business concentration transaction under review, it will approve the transaction subject to those commitments and bring the prior control procedure to a close.

INDECOPI has the authority to deny approval of a merger submitted for its authorisation where the parties fail to demonstrate the existence of sufficient economic efficiencies to offset the potential significant restriction of competition, and where it is not feasible to impose conditions capable of preventing or mitigating the effects that may arise from the concentration transaction.

In addition, INDECOPI is empowered to act ex officio where there are reasonable indications that a concentration transaction may result in the creation or strengthening of a dominant position or may otherwise affect effective competition in the relevant market. In such cases, the companies involved in the merger may challenge the decision by filing an appeal within 15 business days from notification of the decision.

Accordingly, INDECOPI may order, as a corrective measure, the dissolution of the merger where it determines that the transaction has been implemented without prior authorisation or in breach of the conditions imposed for its approval. Where it is not possible to restore the situation to its pre-merger state, INDECOPI may impose alternative measures aimed at preventing or mitigating the potential effects arising from the concentration transaction.

Furthermore, where a merger is carried out without INDECOPI’s authorisation, or where INDECOPI orders the unwinding of a merger and the parties fail to comply with such order, the companies involved may be subject to fines of up to 125 Tax Units (UIT).

Peru does not have a mandatory regime applicable specifically to foreign investments in the context of foreign direct investment. However, the Peruvian Political Constitution provides that foreigners may not acquire ownership rights within 50 km of the national borders, unless such ownership is acquired due to public necessity expressly declared by supreme decree approved by the Council of Ministers.

Foreign investments may be registered with PROINVERSION for the purpose of entering into a Legal Stability Agreement, which guarantees the foreign investor the right to apply the most favourable purchase and/or sale exchange rate in force at the time of the foreign exchange transaction, as well as the right to freely transfer the full amount of the following abroad, in freely convertible currency:

• investment capital;
• dividends or duly evidenced net profits derived from the investment;
• compensation for the use or enjoyment of assets physically located in Peru; and
• royalties and other consideration for the use or transfer of technology, including any other element constituting industrial property.

In order to be eligible to enter into a Legal Stability Agreement, the foreign investor must submit an application for the execution of such agreement to PROINVERSION, with the documentation required for the relevant modality. The application is filed through PROINVERSION’s official filing desk. If the application satisfies the formal documentation requirements, a draft agreement is sent to the investor for review and approval.

Once the draft agreement has been approved, where the applicant is a domestic investor or the receiving company, a favourable opinion must be obtained from the competent sector authority (ie, the relevant ministry) whose scope of responsibility is directly or indirectly related to the company’s economic activity. Upon issuance of a favourable opinion, the agreement is executed.

Where the applicant is a foreign investor, the agreement is executed once the investor has approved the draft agreement.

The statutory timeframe for processing and approving an application for the execution of a Legal Stability Agreement is 20 business days. Where a sector authority’s opinion is required, such authority has a period of 20 business days to issue its opinion.

Peru does not have a foreign investment or national security review regime. However, where an investor applies for a Legal Stability Agreement, PROINVERSION applies certain eligibility criteria, depending on the investment modality submitted.

From the investor’s perspective, PROINVERSION will assess whether:

• within a two-year period, capital contributions of at least USD5 million are to be made in any economic sector, except for the mining and hydrocarbons sectors;
• within a two-year period, capital contributions of at least USD10 million are to be made in the mining and hydrocarbons sectors; or
• capital contributions are to be made to a company that is the beneficiary of a concession agreement, provided that the concession contract establishes, at a minimum, the investment thresholds set out in the above points, as applicable.

From the perspective of the recipient company, PROINVERSION will consider:

• whether one of its shareholders has entered into the corresponding Legal Stability Agreement as an investor; and
• where tax stability is requested, whether the capital contributions to be received represent an increase of at least 50% of the company’s total capital and reserves, and whether such contributions are intended to expand the company’s productive capacity or support its technological development.

Where a foreign investor applies for a Legal Stability Agreement, it may submit, as commitments, the requirements from an investor's perspective, as listed in 7.2 Criteria for National Security Review.

As there is no mandatory regime applicable to foreign investments in the context of foreign direct investment, no authority is empowered to block a foreign investment carried out in accordance with the framework described in 7. Foreign Investment/National Security.

However, where a foreign investment involves the acquisition of real property located within 50 km of the national borders, the State may prevent such transaction or, if it has already been completed, may expropriate the property in its favour. This restriction does not apply where the real property has been acquired due to public necessity expressly declared by supreme decree approved by the Council of Ministers.

In the event of such expropriation, the investor may seek recourse before the Judicial Branch if it considers that its rights have been infringed.

If PROINVERSION rejects a Legal Stability Agreement application submitted by a foreign investor despite compliance with the applicable requirements, the investor may challenge such decision through administrative or judicial remedies. At the administrative level, the investor may file an appeal with PROINVERSION’s board of directors. Judicial proceedings may only be initiated if the administrative appeal is denied, in which case the investor may file a claim with the Judiciary, seeking the annulment of the relevant resolution.

Law No 32449

In Peru, one of the most recent laws applicable to foreign investors is Law No 32449, which has been in force since September 2025 and establishes the Private Special Economic Zones (Zonas Económicas Especiales Privadas – ZEEPs). This regime is aimed at attracting foreign private investment through a highly favourable tax and customs framework.

ZEEPs are specifically delimited areas within Peruvian territory that are managed by private operators and in which companies may access special benefits. Unlike traditional free trade zones, ZEEPs adopt a more modern approach, provide greater legal stability and are designed to promote productive activities and export-oriented outcomes.

The law pursues several objectives, including boosting exports of goods, encouraging foreign investment, achieving a significant increase in production, and fostering innovation within these regimes. Among the tax benefits granted, the regime guarantees tax stability throughout its entire term and provides exemptions from value added tax (IGV) on services rendered, transactions carried out and purchases made within the ZEEP.

Legislative Decree No 662

Another key regulation applicable to foreign investors is Legislative Decree No 662, which sets out the legal framework for the promotion and protection of foreign investment. This decree seeks to ensure that foreign investors receive the same treatment as domestic investors, without discrimination based on the origin of the capital.

For example, Legislative Decree No 662 allows up to 100% foreign ownership of Peruvian companies and guarantees free access to nearly all economic activities, except for those restricted for national security reasons. It also recognises the right to freely remit abroad capital, profits, dividends and other payments related to the investment. In addition, it provides legal certainty through the possibility for investors to enter into Legal Stability Agreements with the State, provided that all applicable requirements are met, ensuring tax stability, free availability of foreign currency and the protection of property rights.

Peruvian Political Constitution

Article 71 of the Peruvian Political Constitution regulates foreign participation in the ownership and possession of property within the national territory, establishing as a general principle that foreigners enjoy the same property rights as Peruvian nationals. However, this provision introduces a restriction in areas considered to be of national security, providing that foreign investors may not acquire ownership rights within 50 km of the national borders, although the Constitution allows foreigners to acquire such property where a public necessity is demonstrated and expressly declared by supreme decree approved by the Council of Ministers.

Finally, certain sector-specific regulations (including telecommunications, energy and banking) require prior approval for equity investments made in companies subject to their supervisory regimes. Such prior approvals are generally focused on assessing the solvency and suitability of the shareholders who would acquire an interest in the supervised entity as a result of the investment.

Companies domiciled in Peru (incorporated or established in Peru) are subject to Corporate Income Tax (CIT) on their worldwide income at a general rate of 29.5%, with monthly advance payments based on net income or a coefficient. Non-resident entities are taxed only on Peruvian source income, mainly through withholding on specific payments such as dividends, interest, royalties, technical assistance and capital gains. VAT at 18% applies to the sale of goods and services in Peru, with exporters zero rated and entitled to input VAT recovery regimes.

Peru treats most corporate vehicles (S.A., S.A.C., S.A.A., S.C.R.L., etc) as separate taxpayers; there is no general tax transparent partnership regime comparable to common law partnerships, and there is no group consolidation regime as of 2025. Residence is essentially incorporation-based, so the distinction relevant for tax is “domestic” (Peruvian-incorporated) versus “foreign” (non-resident), not corporation versus partnership. Foreign companies operating through a Peruvian permanent establishment (PE) are taxed on the PE’s net Peruvian source income at the same 29.5% rate, while foreign companies without a PE are generally subject to gross basis withholding on Peruvian source income.

Additional business taxes include:

• the Financial Transaction Tax (ITF) at 0.005% on transactions through Peruvian regulated financial institutions;
• the Temporary Net Assets Tax (ITAN) at 0.4% on net assets exceeding PEN1 million for companies under the general or MYPE income tax regimes; and
• excise taxes on specific goods (alcohol, sugary drinks, fuel, cigarettes, etc).

Small and medium-sized businesses and certain industries (agriculture, Amazonian region, aquaculture, forestry, Special Economic Zones) benefit from reduced CIT rates or exemptions, but the general framework (CIT + VAT + transaction taxes) applies broadly to companies doing business in Peru.

Peru applies source-based withholding on payments to non-residents, with rates depending on the nature of the income and, in some cases, on meeting specific conditions.

• Dividends and profit distributions:
1. dividends and other profit distributions by Peruvian companies to non-resident shareholders are subject to 5% withholding income tax;
2. distributions to another Peruvian resident company are not subject to tax.
• Interest on qualifying foreign credits can benefit from a reduced 4.99% withholding if statutory conditions are met (ie, registration, term, arm’s length terms). Otherwise, interest paid to the foreign creditor will be subject to a 30% withholding.
• Royalties, digital and technical services:
1. royalties paid to non-residents are subject to 30% withholding;
2. technical assistance services are generally subject to a 15% withholding if the service qualifies as “technical assistance” (specialised know-how, listed categories such as engineering, etc); and
3. digital services provided by non-residents from abroad are subject to a 30% withholding.
• Consulting or professional services:
1. consulting services (professional services beyond the scope of the technical or digital services definitions) provided by non-residents from abroad are not subject to tax; and
2. professional services provided by a non-resident individual within Peru are subject to a 24% income tax if the person is an independent contractor – the income tax rate is 30% in case of non-resident employees of Peruvian resident entities. Likewise, a 30% income tax applies if the services are carried out within the country by a foreign company.
• Capital gains – in general, Peruvian source capital gains of non-residents on non-listed shares are subject to 30% tax. Gains realised on listed shares traded on the local stock exchange are generally taxed at 5%.

Peruvian law does not forbid tax planning but limits it through general and specific anti-avoidance rules: planning must be based on valid economic, financial or business reasons and not only on obtaining tax savings. The key issues to be considered include the following.

• Financing structure and earnings stripping:
1. interest expenses deductions are subject to a 30% tax EBITDA limit, with excess interest carry forward for four years (this cap does not apply in certain circumstances, such as financial and insurance entities, low-income taxpayers and specific public procurement loans); and
2. intercompany debt must comply with transfer pricing and thin capitalisation rules – interest on related party loans that do not meet foreign credit conditions is subject to 30% withholding.
• Use of tax incentives and reduced rate regimes:
1. sectoral regimes (agriculture, Amazon, mining, aquaculture, forestry) offer reduced CIT rates, accelerated depreciation and VAT/excise exemptions, so locating operations or specific asset-intensive activities in eligible regions can lower the effective tax rate; and
2. Special Economic Zones (Tacna, Ilo, Paita and potentially Chancay) grant broad exemptions from CIT, VAT, excise tax and customs duties, making them vehicles to defer/mitigate tax on import, processing and re-export operations.
• Asset basis step-up and depreciation:
1. mining concessions and similar rights can be amortised over the mine’s projected life either from the production starting date or when minimum production thresholds are met, allowing accelerated recovery of acquisition cost; and
2. investment projects in certain sectors (aquaculture, forestry, infrastructure in SEZs) may allow for accelerated depreciation rates (often 20% for specific assets), effectively stepping up the depreciation’s base and front-loading deductions.
• Loss utilisation and group planning:
1. Peru allows carry forward of net operating losses under specific rules, but there is no tax group consolidation – planning is usually focused on placing income and deductions within the same taxpayer (ie, holding company level versus operating company) and sequencing projects to maximise the use of losses; and
2. because group consolidation is unavailable, intra-group transactions (services, royalties, financing) must follow transfer pricing rules but can be used, within limits, to align taxable profits with functions, assets and risks in lower tax or incentivised entities.
• Transfer pricing and treaty structuring – transfer pricing applies to related party and tax haven transactions, with local file, master file and country-by-country reporting obligations – applying arm’s length pricing and appropriate transfer pricing methods is essential to avoid income adjustments from the Peruvian Tax Administration.

Using treaty resident “blocker” companies (see 9.4 Tax on Sale or Other Dispositions of FDI) can reduce withholding on outbound payments and allow capital gains exemption or reduced rates on exit, subject to substance and anti-avoidance rules.

Peru does not generally exempt foreign investors from tax on Peruvian source capital gains; instead, specific rules and reliefs apply, depending on the asset and the investor’s status.

• Shares and other equity interests:
1. capital gains realised by non-residents on the sale of shares considered Peruvian source (ie, shares in a Peruvian company, or certain indirect transfers of substantial Peruvian assets) are generally taxable – non-listed share transfers are generally taxed at 30%, while capital gains from listed share transactions on the local stock exchange are subject to a 5% income tax; and
2. tax on certain indirect share transfers and reorganisations may be relieved or deferred if statutory requirements are met, but there is no blanket exemption for FDI dispositions – specific exceptions might lower the impact of taxes (eg, conversion of debentures into shares, certain reorganisations).
• Real estate and other assets:
1. gains from the transfer of Peruvian real property are considered taxable Peruvian source income– for FDI on real estate, project assets or concessions, transfers typically trigger Peruvian tax if there is no tax treaty relief; and

mining concessions and similar rights are subject to tax.

Use of “Blocker” Corporations and Treaty Vehicles

Foreign investors might interpose a holding (“blocker”) company in a jurisdiction that has a favourable double tax treaty with Peru or is a member of the Andean Community, with several potential benefits, including:

• reduced or zero withholding on dividends, interest or royalties under the treaty, subject to shareholding thresholds, beneficial ownership tests and, in some cases, minimum holding periods;
• reduced taxation of capital gains at exit where the treaty allocates taxing rights to the investor’s residence state or limits Peru’s tax on share transfers (for example, by reserving source state taxing rights only where the shares derive their value principally from Peruvian real estate, or where a substantial participation threshold is exceeded) – specific outcomes depend on the particular treaty (ie, Canada, Chile, Mexico, etc); and
• the possibility for the blocker’s own shareholders to benefit from residence state participation exemptions or reliefs on dividends and capital gains, shifting tax from Peru to the home state and sometimes lowering the overall burden.

General anti-avoidance rules under the current tax regulation empower the tax authority to demand tax payments or reduce credits or losses upon detecting tax avoidance.

In this context, tax avoidance refers to actions that either wholly or partially prevent a taxable event, reduce the tax base or tax debt, or improperly generate tax credits, balances or losses through acts that meet two criteria:

• they are artificial or unsuitable for achieving their intended purposes; and
• their legal or economic effects, apart from tax benefits, are equivalent or similar to those achievable through proper or customary acts.

Specific anti-avoidance rules may also apply, for example, in M&A transactions, cross-border loans, intercompany loans and tax haven expenses, among others.

Tax planning is legal in Peru but is limited to transactions not involving avoidance. As an “option economy”, this limits taxpayers’ ability to engage in tax saving schemes, unless they can demonstrate that the transactions and structures were motivated by economic, financial, corporate or other reasons different from solely obtaining tax advantages.

In Peru, the legal and regulatory framework regarding labour is based primarily on the Political Constitution, the Consolidated Text of the Labour Productivity and Competitiveness Law, and related supplementary regulations governing hiring, working hours, remuneration, termination of employment and collective bargaining. This framework is characterised by a strong level of employee protection and active oversight by the National Superintendency of Labour Inspection (SUNAFIL). Collective bargaining agreements and trade union organisations exist and are legally recognised. As of March 2025, according to the Ministry of Labour and Employment Promotion, the unionisation rates stand at 9% in the formal sector, 5% in the private sector, and 18% in the public sector.

For a foreign investor considering making FDI in Peru, it is particularly important to take into account the regime applicable to micro and small enterprises, which establishes a special labour regime with reduced costs and obligations for such entities. Other relevant regulations must also be considered, including restrictions on the employment of foreign workers, occupational health and safety regulations, and the supervisory and enforcement role of SUNAFIL, which imposes severe administrative sanctions in cases of non-compliance. This makes proper labour planning and regulatory compliance essential from the outset of the investment.

In Peru, employee compensation is structured primarily around the payment of a monthly salary, supplemented by mandatory statutory benefits such as the statutory bonuses paid in July and December, the Compensation for Time of Service (CTS), paid annual leave, the family allowance where applicable, and mandatory contributions to the health social security system (EsSalud) and to the pension system (either the National Pension System or the Private Pension System). Voluntary or collectively agreed benefits may also apply, including performance bonuses, variable incentive schemes, private insurance coverage, meal vouchers or supplementary pension plans.

In the context of acquisitions, changes of control or other investment transactions, employee compensation is generally preserved pursuant to the principle of continuity of employment, whereby the new employer assumes all existing rights and obligations, including salaries and benefits agreed on an individual or collective basis.

Under Peruvian labour law, employees do not lose their labour rights in the event of an acquisition, change of control or other investment transaction, due to the application of the principle of continuity of the employment relationship. If the business continues to operate, the new employer automatically assumes all existing labour obligations, including wages, statutory benefits, collective bargaining agreements and working conditions, and such transaction does not, by itself, give rise to any right to severance nor to the termination of employment. Notice and severance pay are only applicable in cases of unfair dismissal.

Where a trade union exists, the employer must respect freedom of association and the continued validity of collective bargaining agreements, and must comply with the duties of information and good faith in labour relations when the transaction directly affects working conditions.

Intellectual property is not an important aspect in screening FDI in Peru.

Peru provides strong intellectual property protections. The applicable legal framework is aligned with the Andean Community regulations, particularly Decisions 351 and 486, and is supplemented by domestic legislation and Peru’s adherence to key international treaties such as the Berne Convention and the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS).

Intellectual property rights – including patents, trade marks, industrial designs, copyrights and trade secrets – are generally enforceable through specialised administrative proceedings before INDECOPI, with access to injunctive relief, as well as administrative and judicial review mechanisms.

However, certain limitations and practical considerations apply, depending on the type of right. In the case of patents, protection is limited to inventions that are globally novel, involve an inventive step and are capable of industrial application, with certain uses being expressly excluded from protection. Prior disclosure typically destroys novelty, rights are constitutive upon grant, and the average time for issuance is approximately four years. In addition, the system is strictly formalistic: failure to respond timely to office actions or to pay annuities results in the irreversible loss of rights. Industrial designs are protected for a non-renewable term of ten years, while trade marks are subject to cancellation for non-use after the third year.

With respect to copyright, protection is broad and arises automatically, but only natural persons may be recognised as authors and retain moral rights, even where economic rights are transferred to legal entities. Databases are protected only where the selection or arrangement of their contents constitutes an intellectual creation, and the current legal framework does not expressly address the protection of works generated by artificial intelligence. Trade secrets benefit from indefinite protection, provided their confidential nature is effectively maintained.

Peru has a specific and well-established legal framework for the protection of personal data. At the constitutional level, the Political Constitution of Peru recognises as a fundamental right that information technology services, whether public or private, must not provide information that infringes personal or family privacy. More specifically, Law No 29733 (the Personal Data Protection Law, which has been in force since 2011) regulates the processing of personal data and sets out the applicable principles, the rights of data subjects (the ARCO rights: access, rectification, cancellation and opposition), and the obligations of those who process personal data. This legal regime is complemented by Supreme Decree No 016-2024-JUS and the Regulations of Law No 29733, which further develop procedures, definitions, security measures and technical guidelines for the effective implementation of the law.

With respect to territorial scope, Peruvian data protection rules include scenarios in which their effects may extend to foreign investors or entities. Article 3 of Law No 29733 provides that the law applies to the processing of personal data carried out within the Peruvian territory, but the Regulations broaden this scope by establishing that the law also applies where the owner of the database or the data controller has an establishment in Peru, even if the processing is carried out by a processor located abroad. In addition, the rules apply to controllers not established in Peru where they are subject to Peruvian law by virtue of contractual provisions or rules of international law, or where they use means located in Peru for the processing of personal data, subject to certain exceptions. As a result, a foreign investor may be subject to these rules even without having a physical presence in Peru, depending on how personal data linked to Peru is processed.

In terms of oversight and enforcement, the National Authority for Personal Data Protection (ANPDP), which operates under the Ministry of Justice, is the body responsible for supervising compliance with Law No 29733 and its Regulations. The ANPDP is empowered to impose sanctions and corrective measures in cases of non-compliance, and to issue guidance and interpretative criteria on the applicable regulations. The Law highlights the central role of the ANPDP in the effective enforcement of Peru’s data protection regime and in the promotion of good practices, although it does not provide specific details regarding sanction multipliers or the relationship between fines and demonstrable economic harm, beyond recognising the Authority’s sanctioning and corrective powers.