Countries › Peru › Guide › 4. Entities and setup › Joint ventures and consortia in Peru: contratos asociativos, asociación en participación and their tax treatment

Joint ventures and consortia in Peru: contratos asociativos, asociación en participación and their tax treatment

Last verified: 2026-10-28 · Status: Stable

Peru's companies law lets investors cooperate without forming a company through associative contracts: the consortium (consorcio), where each party acts directly and keeps its autonomy, and the asociación en participación, where one party runs the business and the others share in its results. These contracts create no legal person, must be in writing and are not registered at SUNARP; members are jointly liable to third parties only if the contract or a law says so. For tax purposes, a joint venture or consortium that keeps independent accounting is a separate income taxpayer; otherwise its income is attributed to the parties, and consortia are also covered by the beneficial ownership rules.

USD figures use S/ 3.452 per US dollar, the banking system selling rate published by the Superintendencia de Banca, Seguros y AFP for 27 October 2026, the latest value in the Banco Central de Reserva del Perú statistics series PD04640PD on the verification date. Fees stated as a percentage of the UIT use the 2026 UIT of S/ 5,500 (Decreto Supremo Nº 301-2025-EF, as cited by Resolución de Superintendencia Nº 000016-2026/SUNAT). Conversions are for orientation only.

Key facts

Associative contract creates a legal person	No Ley 26887 art. 438, as of 2026-10-28 · in force
Associative contract registered at SUNARP	No, written form only Ley 26887 art. 438, as of 2026-10-28 · in force
Consortium members jointly liable by default	No, only if agreed or by law Ley 26887 art. 447, as of 2026-10-28 · in force
Joint venture with independent accounting is a separate taxpayer	Yes TUO LIR art. 14 k), as of 2026-10-28 · in force
Days for SUNAT to decide on non independent accounting	15 daysTUO LIR art. 65, as of 2026-10-28 · in force

The rule

1. Associative contracts. An associative contract creates and regulates relationships of participation and integration in specific businesses or undertakings in the common interest of the parties. It does not create a legal person, must be in writing and is not subject to registration in the Registry. Parties must make the contributions of money, goods or services set in the contract or, if not stated, those needed for the business in proportion to their share of profits.Ley Nº 26887, Ley General de Sociedades, Art. 438 and art. 439, 1997-12-09 official text · verified 2026-10-28

2. Asociación en participación. One party (asociante) grants others (asociados) a share in the results or profits of one or more of its businesses in exchange for a contribution. The asociante acts in its own name, there is no company name, management belongs exclusively to the asociante and third parties have no legal relationship with the asociados. Associates are entitled to accounts at the end of the business and each year. The asociante may not admit new participants without the associates' express consent, contributed assets are presumed to belong to the asociante unless registered in the associate's name, and unless otherwise agreed associates share losses as they share profits, up to their contribution.Ley Nº 26887, Ley General de Sociedades, Art. 440, art. 441, art. 442, art. 443 and art. 444, 1997-12-09 official text · verified 2026-10-28

3. Consorcio. Two or more persons associate to take part actively and directly in a given business to obtain an economic benefit while each keeps its autonomy, carrying out the tasks assigned and coordinating under the contract. Assets each member assigns remain its exclusive property, and joint acquisitions follow co ownership rules. Each member deals with third parties individually, acquiring rights and assuming obligations on its own account; when the consortium contracts with third parties, liability is joint and several only if agreed or required by law. If the contract does not set profit shares, they are equal.Ley Nº 26887, Ley General de Sociedades, Art. 445, art. 446, art. 447 and art. 448, 1997-12-09 official text · verified 2026-10-28

4. Income tax status. Joint ventures, consortia and other business collaboration contracts that keep accounting independent from that of their partners or contracting parties are income taxpayers in their own right. Those that do not keep independent accounting have their income attributed to the individuals or companies that are parties to the contract.Texto Único Ordenado de la Ley del Impuesto a la Renta, Decreto Supremo Nº 179-2004-EF, Art. 14 k) (added by Ley Nº 27034) and art. 14 last paragraph, 2004-12-08 official text · verified 2026-10-28

5. Independent accounting and SUNAT authorisation. Joint ventures, consortia and other business collaboration contracts that earn business income must keep accounting independent from their parties. Where the nature of the operation makes this impossible, each party may record its own operations, or one party may keep the contract's accounts, in both cases with SUNAT's authorisation, which SUNAT must grant or deny within fifteen days; silence means approval. The operator designated to keep the accounts must be a party to the contract.
Cost to do it: SUNAT authorisation to drop independent accounting: no fee stated in the law; deemed approved after fifteen days.Texto Único Ordenado de la Ley del Impuesto a la Renta, Decreto Supremo Nº 179-2004-EF, Art. 65 (paragraphs on contratos de colaboración empresarial), 2004-12-08 official text · verified 2026-10-28

6. Beneficial ownership. For the beneficial ownership regime, legal arrangements (entes jurídicos) include contracts and other agreements by which two or more persons associate temporarily with a common right or interest to carry out an activity without forming a legal person, expressly including consortia, as well as investment funds and trusts. They are obliged to identify, keep and declare their beneficial owners.Decreto Legislativo Nº 1372, Art. 3.1 c) and d), 2018-08-02 official text · verified 2026-10-28

Point	Consorcio	Asociación en participación
Who manages	Each member, for its assigned tasks	Only the asociante
Dealing with third parties	Each member individually	Only the asociante
Ownership of contributed assets	Stays with each member	Presumed the asociante's unless registered
Profit split if silent	Equal shares	Per contract; losses follow profits up to contribution

Consortium versus asociación en participación (Ley 26887)

Worked example

A Korean contractor and a Peruvian builder bid jointly for a S/ 40,000,000 (about US$11,587,485.52) public works contract as a consortium. They keep the consortium's own books, so it registers as a taxpayer and is taxed on its profit; the contract states each member's tasks, a 60/40 profit split and joint and several liability toward the client, agreed expressly because art. 447 does not presume it.

Step by step

Choose consortium (both parties act) or asociación en participación (one party runs the business).
Sign a written contract covering contributions, tasks, profit and loss shares, liability toward third parties, governance and exit.
Decide whether to keep independent accounting; if not feasible, apply to SUNAT for authorisation (deemed approved after fifteen days).
If the arrangement keeps its own books, obtain a RUC for it and file its returns.
Identify and declare beneficial owners where the arrangement is an obliged ente jurídico.

Common traps

Joint and several liability is not automatic between consortium members, but public procurement rules or the client contract often impose it.
In an asociación en participación, assets contributed by associates are presumed to belong to the asociante toward third parties unless registered in the associate's name.
Whether the contract keeps independent accounting changes who pays income tax; decide at the outset.
The contract is not registered, so third parties may not know its terms; keep certified copies and minutes.

Sources

← Empresa individual de responsabilidad limitada (E.I.R.L.) in Peru: one owner company for individualsBeneficial ownership declaration in Peru: who counts, Form 3800, deadlines and penalties →

Get rule changes weekly

Free. One email a week from The LatAm Thread.

One more step after you press the button: we take you to Substack, where your email is already filled in. Confirm there to start. No spam, unsubscribe anytime, we never share your address. By subscribing you agree to the privacy policy.