Introduction

The Peruvian securitisation market continued its trajectory of steady growth throughout 2025, and this momentum is expected to continue into 2026 and the years ahead. Securitisation has become a central financing tool across multiple sectors, including public infrastructure, real estate development, landbanking, consumer finance, SME lending and fintech-driven credit origination. Although the exact number of securitisation trusts cannot be fully verified due to the prevalence of private placements, it is widely acknowledged that securitisation is increasingly used in the Peruvian market, reflecting the depth, maturity and dynamism of this asset class.

A significant feature of the Peruvian market is the participation of non-bank securitisation companies (entities not belonging to economic groups with banking institutions), which have become increasingly active in structuring and managing securitised portfolios. Their involvement has helped to expand the market by facilitating smaller-scale but frequent transactions, including for alternative originators such as fintech companies and specialised real estate developers.

Securitisation in Peru retains certain distinctive characteristics, such as:

• the dominant use of securitisation trusts as the special purpose vehicle;
• the clear legal separation between the originator and the securitisation trust; and
• the broad acceptance of asset-backed securities by institutional investors such as pension funds, insurers and investment funds.

As a result, securitisation has become an efficient mechanism for risk transfer, liquidity generation, long-term project finance and credit-risk isolation.

In parallel, regulatory developments – most notably the SMV’s November 2025 publication of a comprehensive proposal to modernise the Reglamento de los Procesos de Titulización de Activos – signal an important shift toward a more flexible regime, incorporating streamlined approval pathways, a new Simplified Regime for institutional-only offerings, and the possibility of Peruvian real estate investment trusts (Fideicomiso de Titulización para Inversión en Renta de Bienes Raíces, or FIBRA) issuing corporate bonds. If adopted substantially as drafted, these reforms could significantly impact the securitisation landscape in 2026 and beyond.

Core Securitisation Framework Under Peruvian Law

Under Peruvian legislation, securitisation consists of transferring assets, rights or cash flows to a special purpose vehicle – typically a securitisation trust (fideicomiso de titulización) – to support the issuance of securities whose repayment depends exclusively on the performance of those assets. The autonomous estate is legally separate from the originator, the securitisation company and any third party, ensuring bankruptcy remoteness and a clear segregation of cash flows.

In addition to issuing securities, Peruvian law authorises securitisation trusts to guarantee other obligations of the originator, provided that the total exposure complies with regulatory limits set by the Superintendencia del Mercado de Valores (SMV).

Although securitisation may be executed through securitisation trusts or special purpose entities, securitisation trusts remain overwhelmingly predominant in practice, due to their corporate flexibility, clear regulatory framework and broad acceptance in the capital markets.

The governing legal instruments are the Ley del Mercado de Valores and the Reglamento de los Procesos de Titulización de Activos. The forthcoming amendments proposed for consultation in November 2025 aim to modernise this framework, particularly for offerings directed at institutional investors, which represent a considerable portion of the Peruvian market.

Securitisation for Infrastructure Finance: Continued Expansion

Peru continues to face a substantial infrastructure gap, and securitisation has become one of the most reliable and scalable mechanisms for subnational governments and public sector entities to secure long-term funding. The ability of securitisation trusts to ring-fence specific sources of revenue – such as taxes, fees, tariffs or assigned transfers – has made them particularly attractive for entities seeking to fund multi-year investment plans without adding to traditional public debt metrics.

Expansion of the Metropolitan Municipality of Lima’s securitisation platform

Initially launched in December 2023 and expanded through subsequent issuances in 2024 and 2025, the securitisation programme of the Metropolitan Municipality of Lima (MML) represents one of the most sophisticated subnational financing structures implemented in the Peruvian capital markets. Beyond its size, the programme is notable for the way in which it combines multiple municipal revenue streams within a securitisation trust structure designed to support long-term infrastructure investment while preserving fiscal flexibility.

The core of the structure is a securitisation trust (patrimonio fideicometido) constituted under Peruvian securitisation regulations and administered by a licensed securitisation company. The MML acts as originator of the underlying cash flows and, in certain issuances, also assumes the role of guarantor, while the trust itself is the issuer of the securitisation bonds. This separation is central to the structure, as it ensures that the debt is incurred by the trust and not directly by the municipality.

Under the most recent programme, the MML established a securitisation framework with a maximum outstanding amount of approximately PEN1.545 billion, structured to allow multiple issuances over time. This programme-based approach provides flexibility to carry out initial placements and subsequent reopenings without the need to redesign the structure for each transaction, thereby reducing execution time and transaction costs.

Composition of the securitised assets

The securitisation bonds issued under this programme are backed by a diversified pool of municipal revenue streams, including:

• transfers from the FONCOMÚN (Fondo de Compensación Municipal);
• revenues from the Real Estate Tax (Impuesto Predial); and
• revenues from the Casino and Slot Machine Tax.

These cash flows are transferred to the securitisation trust through legally binding assignments, creating a predictable and diversified revenue base. The inclusion of FONCOMÚN transfers is particularly significant, as these are funded by national-level tax revenues and distributed to municipalities on a regular basis, which enhances credit stability and investor confidence.

The diversification of revenue sources mitigates reliance on a single tax or transfer, and improves the resilience of the structure under different economic scenarios. From an investor perspective, this diversified backing supports long-dated issuances with stable debt service coverage over time.

Issuance structure and key features

The bonds issued by the trust are long-term securitisation bonds with maturities extending up to 20 years, reflecting the long-term nature of the infrastructure projects being financed. For example, bonds issued under the Lima Infrastructure Trust II include securitisation bonds due in 2045, carrying a fixed interest rate and amortisation profile aligned with projected cash flows from the securitised revenues.

Issuances have been carried out through both initial placements and reopenings, allowing the trust to tap the market multiple times under the same programme. This approach enhances liquidity and provides flexibility to match financing with the timing of project execution.

The bonds are issued by the securitisation trust and not by the municipality itself. As a result, repayment obligations are limited to the assets of the trust, and investors have no recourse to the general assets of the municipality beyond the securitised revenue streams and any contractual guarantees expressly provided.

Use of proceeds and linkage to infrastructure investment

The proceeds of the securitisation bonds are earmarked for financing portfolios of public investment projects addressing infrastructure and public service gaps in Lima. These projects include initiatives in transportation infrastructure, urban development, public services and related areas that require significant upfront capital expenditure.

By monetising future revenue streams, the structure allows the municipality to accelerate the execution of priority projects without waiting for annual budget allocations. This alignment between long-term revenues and long-term investments is one of the principal strengths of the securitisation model.

In addition, part of the proceeds may be used to refinance or restructure existing obligations, contributing to more efficient debt management at the municipal level.

Governance, control and investor protections

The securitisation trust is managed by a professional securitisation company supervised by the Superintendencia del Mercado de Valores (SMV). This ensures that the collection, allocation and application of the securitised revenues are subject to regulatory oversight and contractual discipline.

The structure typically includes reserve accounts, payment waterfalls and covenants designed to prioritise debt service on the securitisation bonds. These mechanisms provide additional comfort to investors and help to maintain the integrity of the structure over its full tenor.

Importantly, the cash flows assigned to the trust are bankruptcy-remote and insulated from diversion or reallocation by current or future municipal administrations. This legal isolation is a key element underpinning investor appetite for municipal securitisations in Peru.

Evolution and replication potential

The MML’s experience has demonstrated that municipal securitisation can be executed at scale, with long tenors and diversified revenue backing, and can successfully access both local and international capital markets. The programme has included multiple issuances across different trusts and revenue pools, including earlier transactions backed by the Alcabala Tax and the Motor Vehicle Tax.

This evolving framework is increasingly viewed as a reference model for other municipalities and regional governments seeking to finance infrastructure while navigating budgetary and public debt constraints. As regulatory frameworks mature and market familiarity increases, similar structures are expected to be replicated by other subnational entities in Peru.

Securitisation Trust for the Development of Transportation and Urban Mobility in Lima and Callao

In December 2023, the government issued Legislative Decree No 1613, which created the Securitisation Trust for the Development of Transportation and Urban Mobility in Lima and Callao. This regulation authorised the Urban Transportation Authority for Lima and Callao (ATU) to transfer – as trustor (originator) – liquid resources, assets and/or rights in fiduciary ownership to a securitisation company for the establishment of the Securitisation Trust for the Development of Transportation and Urban Mobility in Lima and Callao.

The purpose of this securitisation trust is to obtain loans and financial resources for the development of transportation and urban mobility infrastructure projects in Lima and Callao. According to the regulation, these projects can be executed under the modality of State-to-State Contracts or procurement systems governed by the National Supply System, the National System for the Promotion of Private Investment, or Works for Taxes, provided they comply with the provisions of the Legislative Decree.

Through this regulation, the assets contributed to the trust (payments made by ATU, revenues from future fare collections and other resources allocated to ATU) are protected, to ensure they are used exclusively for the repayment and guarantee of securities issued by the securitisation trust. The Legislative Decree also allows the securitisation trust to contract loans and credit lines, in addition to issuing securities.

Finally, and importantly, the operations carried out by the securitisation trust fall outside the scope of the National Public Debt System and do not constitute public debt. This is because the debtor of the securities (or, where applicable, loans and credit lines) is not the public entity (ATU) but the securitisation trust.

Once again, we see how a securitisation trust can be used by public entities as an efficient financial tool to mobilise resources for high-impact projects, ensuring proper fund management and protecting contributed assets. This mechanism attracts private financing by disconnecting the debt incurred from the public entities’ balance sheets and channelling it directly toward specific projects, ensuring transparency and efficiency in execution.

In the case of transportation and urban mobility in Lima and Callao, this scheme facilitates the implementation of large infrastructure projects without compromising public debt, which is particularly advantageous in a context of fiscal constraints. In addition, the ability to issue securities, contract loans and access credit lines provides financial flexibility to the trust, allowing it to adapt to each project’s needs and market conditions.

This model also encourages private sector participation by offering instruments backed by tangible assets and predictable revenue streams, thereby increasing investor confidence. Ultimately, the use of securitisation trusts in the public sector opens the door to new forms of public-private collaboration, driving the development of critical infrastructure in a sustainable and efficient manner.

This strategy could set a significant precedent for future infrastructure investments in the country and the region, showcasing a viable form of collaboration between the public and private sectors. Moreover, the successful implementation of this model could accelerate the development of key infrastructure, positively impacting urban mobility, safety and quality of life in Lima and Callao.

Securitisation in Real Estate and Landbanking: Consolidation of a Mature Segment

Real estate development has historically been one of the strongest pillars of the Peruvian securitisation market. Trusts are used to finance land acquisition, construction, pre-sales, cash flow management and income-producing asset platforms.

Continued expansion of real estate project trusts

Following their strong performance in 2024, securitisation trusts for residential and commercial real estate continued to expand during 2025, driven by:

• the active participation of real estate-oriented investment funds, many formed through private placements;
• increased appetite for securitisation bonds with medium- and long-term maturities; and
• the growing sophistication of developers seeking flexible, off-balance sheet financing solutions.

These structures enable developers to access capital markets earlier in the project cycle, often before significant construction milestones are reached, while offering investors exposure to asset-backed flows from pre-sales, leases or eventual project revenues.

FIBRAs and regulatory enhancements

The Peruvian FIBRA framework remains relatively recent when compared to REIT-like structures in other jurisdictions. Despite this, investor appetite has grown steadily in recent years, particularly among institutional investors seeking exposure to income-generating real estate assets that offer long-term stability and predictable cash flows.

The regulatory proposal published by the SMV in November 2025 introduces a significant enhancement to the FIBRA regime. Under the proposed amendments, FIBRAs would be permitted to issue corporate bonds through public offerings, provided that certain conditions are met. In particular, this additional financing tool would be available only if:

• the constitutive act expressly contemplates this possibility;
• the backing provided by the securitised patrimony to such bonds is secondary to the support granted to the participation certificates issued as part of the securitisation structure; and
• the FIBRA remains in continuous compliance with the regulatory conditions set out in the regulation.

Importantly, holders of corporate bonds issued by a FIBRA would not be considered fideicomisarios and would therefore hold rights that are distinct from those of participation-certificate holders. This clear separation of rights seeks to preserve the integrity of the securitisation structure while allowing FIBRAs to access an additional layer of capital markets financing.

Overall, this regulatory enhancement has the potential to significantly broaden the financing flexibility available to Peruvian FIBRAs, enabling them to diversify funding sources, optimise capital structures and support the expansion of income-generating real estate platforms in the coming years.

Landbanking trusts

Landbanking – ie, the structured acquisition and holding of land for future development –has become increasingly prevalent in Peru, particularly in densely populated urban expansion corridors around Lima and in emerging secondary markets. Securitisation trusts provide legal certainty, asset segregation and professional management, making them ideal vehicles for investors and developers to pool resources and optimise long-term land strategies. These trusts offer:

• protection of the underlying land assets from developer insolvency;
• efficient transfer and holding mechanisms;
• the ability to raise capital through securitisation bonds or participation certificates; and
• alignment of investor interests with medium- to long-term appreciation strategies.

Securitisation of Credit Portfolios: a Diversified and Evolving Segment

The securitisation of credit portfolios remains a mature and actively used mechanism in the Peruvian financial system. Banks, financial companies and microfinance institutions regularly transfer portfolios of mortgage loans, consumer loans, SME loans and vehicle loans to securitisation trusts in order to:

• obtain liquidity;
• reduce credit concentration risk;
• improve regulatory capital ratios; and
• diversify funding sources.

Institutional investor appetite for this class of instruments remains strong, particularly when the portfolios exhibit granular, predictable cash flows.

Fintech Participation: a Turning Point is Expected in 2026

In recent years, fintech lenders have become increasingly visible originators in the Peruvian securitisation market, particularly digital consumer lenders, SME lenders and factoring platforms. Although these transactions have not necessarily involved large issuance volumes, they have played an important role in allowing fintechs to finance and recycle their loan books through structured, asset-backed mechanisms.

Greater dynamism is expected in this segment of the market in 2026. A growing number of fintech lenders are expected to execute private securitisations to fund their credit portfolios, enabling them to achieve several strategic objectives, including:

• reduced funding costs compared to traditional bilateral financing;
• access to scalable capital to support origination growth;
• diversification away from equity financing and high-cost credit lines; and
• improved predictability of cash flows and balance sheet management.

The most significant development in this area is a collaborative initiative launched in 2025, involving professional associations, multiple fintech lenders, securitisation companies and CAVALI ICLV (Peru’s central securities depository and settlement institution). The objective of this initiative is to create a standardised framework for the securitisation of fintech-originated credit portfolios. The project seeks to address structural challenges that have traditionally limited the scalability of fintech securitisations by aiming to:

• establish eligibility criteria tailored to the specific characteristics of fintech credit portfolios;
• standardise data formats, reporting requirements and performance metrics;
• develop documentation packages suitable for repeated and programme-based use;
• strengthen investor confidence in the performance and transparency of fintech-originated assets; and
• facilitate the emergence of multi-originator or platform-based securitisation programmes.

Regulatory Developments: the SMV’s Proposed Amendments and Their Relevance for 2026

On 10 November 2025, the SMV authorised the publication for comments of a sweeping proposal to amend the Reglamento de los Procesos de Titulización de Activos (Resolution SMV 017-2025-SMV/01). The project aims to modernise and streamline the regulatory framework to align with contemporary market practices and investor sophistication.

Key proposed changes

Denomination and disclosure requirements

One of the key proposed changes relates to the clarification of denomination and disclosure rules applicable to securitisation trusts (patrimonios fideicometidos). Amendments to Article 11 specify how the name of the patrimony must reflect whether the securities are:

• offered through a public offering under the general regime;
• registered under the new Simplified Regime; or
• placed through a private offering.

The primary objective of these changes is to improve transparency regarding the regulatory status of the securities and the category of eligible investors.

In addition, the proposal requires the constitutive act of the securitisation trust to expressly indicate the applicable regime for issuance, placement, registration, transfer, investor rights and payment of the securities. Where relevant, it must also specify the registration regime applicable to the securities to be issued and, if registered under the Simplified Regime, it must clearly state that the offering is directed exclusively to institutional investors. This enhanced disclosure framework is intended to reduce ambiguity for investors and market participants, and to ensure that the characteristics of each securitisation structure are clearly understood from the outset.

Clear distinction between registration regimes (Article 43A)

Securities will be registered under the General Regime unless they qualify for the Simplified Regime created under the new Title VII.

Creation of the Simplified Regime (Title VII, Articles 86–96)

This new regime represents the most significant innovation. It is expected to lower costs and reduce transaction timelines, particularly for repeat issuers and institutional-only offerings.

Its key elements include:

• automatic registration of securities and programmes;
• no renewal requirements;
• streamlined disclosure obligations;
• exemption from risk-rating requirements;
• restrictions limiting trading to institutional investors;
• simplified verification procedures for investor eligibility; and
• exclusion of Simplified Regime patrimonies from the calculation of securitisation companies’ minimum capital.

Prospectus simplification (Article 89)

Certain prospectus items are waived for Simplified Regime offerings, reducing administrative burdens without compromising investor protection.

FIBRAs’ ability to issue corporate bonds (Article 81A)

Under Peruvian regulations, a FIBRA is a securitisation trust whose participation certificates are placed exclusively through a primary public offering. The purpose of the securitised patrimony is the acquisition or construction of real estate assets intended for leasing or other income-generating uses.

The proposed amendment introduces an important innovation by allowing FIBRAs (in addition to their primary purpose) to issue corporate bonds through public offerings, provided that this possibility is expressly contemplated in the constitutive act of the trust. These bonds would be issued with backing from the securitised patrimony, subject to the condition that such backing remains secondary to the support granted to the participation certificates issued as part of the securitisation process.

For these purposes, the backing is deemed to be secondary when, at all times, the conditions established in the Regulations on Asset Securitisation Processes are met. In practical terms, this requires that:

• less than 50% of the total amount of securities backed by the securitised patrimony corresponds to securities issued by third parties; and
• the maturity of any third-party securities backed by the patrimony does not extend beyond the maturity of the securities issued by the securitisation company with backing from that patrimony.

If a FIBRA were to cease complying with any of these conditions after the issuance of corporate bonds, it would be required to remedy the situation or, where applicable, to liquidate the securitised patrimony within a maximum period of nine months from the occurrence of the breach. This framework seeks to preserve the primacy of the securitisation structure while preventing excessive leverage at the level of the patrimony.

Overall, this amendment provides an additional and flexible financing tool for income-generating real estate platforms, allowing FIBRAs to diversify their funding sources while maintaining appropriate safeguards for investors in participation certificates.

Automatic approval of variations (Article 96)

Fundamental variations in Simplified Regime offerings would be approved automatically, enhancing flexibility for issuers.

Expected impact for 2026

If adopted in substantially the same form, the proposed reforms would:

• increase the competitiveness of securitisation relative to other financing alternatives;
• reduce costs for issuers targeting sophisticated investors;
• accelerate the execution of repeat or programme-based offerings;
• enhance the attractiveness of securitisation for fintech originators and non-bank lenders; and
• support a deeper, more liquid institutional market for asset-backed securities.

These changes align Peru more closely with international best practices in securitisation, and could encourage new asset classes to emerge within the market.

Outlook for 2026

The Peruvian securitisation market is poised for continued expansion in 2026, driven by several converging trends, as follows.

• Public sector adoption: replication of the MML structures by other municipalities and agencies.
• Real estate and landbanking growth: increased participation of investment funds and the potential for FIBRAs to issue corporate bonds.
• Fintech securitisation breakthrough: the anticipated launch of the first standardised fintech securitisation platform.
• Regulatory modernisation: the approval and implementation of the SMV reforms, streamlining institutional offerings and improving market efficiency.
• Investor demand: ongoing appetite for long-duration, asset-backed instruments, particularly among insurers, pension funds and specialised investment funds.

Taken together, these factors point to a securitisation market that is increasingly sophisticated, diversified and aligned with global trends. Peru is gradually shaping a landscape in which securitisation is not only a financing tool but also a strategic pillar for public investment, real estate development and emerging financial platforms.