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15. Exiting: Peru

Exiting Peru: taking dividends out, returning capital, selling the shares of a Peruvian company or of a foreign holding that owns one, and winding a company down through dissolution, liquidation and extinction in the registry, with the tax cost of each route tied to the official text. Peru has no double tax treaty with Argentina, so Argentine sellers face the domestic rates on this page; the Argentine side is covered in The Argentine Thread guide.

Investor view. Peru guarantees by law that registered foreign investors can take out all their capital and net profits in hard currency without approval, and a 5 percent dividend rate keeps the cost of repatriating earnings among the lowest in the region.

• Exiting Peru: selling the company, liquidating it and taking capital and profits outForeign investors registered under Decreto Legislativo Nº 662 have a legal guarantee to send abroad, in freely convertible currency and without prior approval, all their capital (including share sale,
• Selling shares of a Peruvian company: tax, withholding and payment rules for foreign sellersA foreign company that sells shares of a Peruvian company earns Peruvian source income, whatever the nationality of the buyer or where the contract is signed. The gain (price minus documented cost) pa
• Offshore indirect transfers: when selling a foreign holding company is taxed in PeruSelling shares of a foreign company that owns, directly or through other companies, a Peruvian company can be taxed in Peru as an indirect transfer. It applies when Peruvian shares make up 50 percent
• Returning capital: capital reductions, creditor opposition and the deemed dividend ruleA Peruvian company returns capital to shareholders through a capital reduction approved like a bylaw amendment, recorded in a public deed and registered with SUNARP. Creditors get notice in three news
• Dissolution and liquidation of a solvent Peruvian companyA solvent company closes in three registered stages: dissolution agreed by the shareholders, liquidation run by liquidators who replace the board and managers, and extinction recorded at SUNARP. Each
• Insolvent exit: INDECOPI insolvency proceedings and creditor driven liquidationA company that cannot pay its debts leaves through the INDECOPI insolvency system, not the Companies Law: the debtor or creditors owed more than 50 UIT start an ordinary insolvency procedure. The cred
• Mergers, spin offs and reorganizations: exiting or restructuring without liquidatingA merger or spin off transfers assets and liabilities in a block to another company, and the absorbed company is extinguished without dissolution or liquidation once the deed is registered. Shareholde
• Closing a Peruvian branch of a foreign companyA branch has no separate legal personality, so the foreign head office answers for all its debts, before and after closure. It is closed by a public deed recording the head office decision and appoint
• Closing down and employees: collective termination, final pay and worker rightsDissolution, liquidation and bankruptcy are legal objective causes to end all employment contracts, so a closing company does not need individual just causes. Final pay must include CTS (proved paid w
• Closing with SUNAT: RUC deregistration, limitation periods and inactive company strike offAfter SUNARP registers the extinction (or the merger), the company asks SUNAT to deregister its RUC; the procedure is free and SUNAT has up to 45 business days to decide. Deregistration does not cance
• Asset sale and business transfer: selling the business instead of the sharesSelling assets rather than shares leaves the Peruvian company as seller: it pays 29.5 percent income tax on the gain, charges IGV on movable goods and intangibles such as goodwill, and must then distr
• Director, liquidator and shareholder liability when exiting PeruDirectors answer without limit and jointly for acts contrary to law or the bylaws, fraud, abuse of powers or gross negligence, unless they record their dissent; managers answer jointly with them. For

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