Countries › Peru › Guide › 15. Exiting › Asset sale and business transfer: selling the business instead of the shares

Asset sale and business transfer: selling the business instead of the shares

Argentina. For full detail on Argentina, go to The Argentine Thread.

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

Selling 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 distribute or liquidate to get cash to the foreign parent. The buyer of a business inherits joint liability for the seller's tax debts, which ends two years after the transfer only if it is reported to SUNAT on time. A simple reorganization (contributing the business to a new company for shares) can move assets without income tax or IGV before a share sale.

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, from the Banco Central de Reserva del Perú statistics series PD04640PD. UIT amounts use the 2026 UIT of S/ 5,500 set by Decreto Supremo Nº 301-2025-EF, as listed in the SUNAT UIT table. Conversions are for orientation only.

Key facts

Corporate income tax rate	29.5 %LIR art. 55, as of 2026-10-28 · in force
IGV on asset transfers in a reorganization	Not subject textTUO IGV art. 2 num. 1 c), as of 2026-10-28 · in force
Buyer liability for seller tax debts	Joint; ends 2 years after transfer if reported to SUNAT on time textTax Code art. 17 num. 3, as of 2026-10-28 · in force
Goodwill and intangibles in an asset sale	Movable goods for IGV textTUO IGV art. 3 b), as of 2026-10-28 · in force
Withholding on dividends to non residents	5 %LIR art. 56 e), as of 2026-10-28 · in force

The rule

1. Domiciled companies pay income tax at 29.5 percent on net income, which includes gains on selling assets.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 55 first paragraph modified by Decreto Legislativo Nº 1261 (10 December 2016, in force 1 January 2017), Art. 55, 2016-12-10 official text · verified 2026-10-28

2. IGV applies to sales of movable goods in Peru. Movable goods include tangible goods that can be moved, rights over them, distinctive signs, inventions, copyright, goodwill (derechos de llave) and similar, ships and aircraft, and documents whose transfer implies a transfer of those goods.Texto Único Ordenado de la Ley del IGV e ISC (Decreto Supremo Nº 055-99-EF), Art. 1 a) and 3 b), 1999-04-15 official text · verified 2026-10-28

3. Transfers of goods as a result of a reorganization of companies are outside the IGV.TUO Ley del IGV e ISC; art. 2 num. 1 c) substituted by Ley Nº 27039 (31 December 1998), Art. 2 num. 1 c), 1998-12-31 official text · verified 2026-10-28

4. A simple reorganization, where a company contributes one or more blocks of assets to a new or existing company and keeps the shares received, is a reorganization for both company and tax law. Without voluntary revaluation, the receiving company keeps the transferor's computable cost and no income tax arises. If the shares received are redeemed within the following year and represent more than 50 percent of those issued, the transferor is taxed on the difference between market value and cost.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997); Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF) (art. 105-A incorporated by Decreto Legislativo Nº 1120, 18 July 2012), LGS art. 391; LIR art. 104 num. 3 and 105-A num. 2, 2012-07-18 official text · verified 2026-10-28

5. Acquirers of the assets and/or liabilities of businesses are jointly liable for the transferor's tax debts. For acquirers other than universal successors (including reorganizations, where liability lasts until the debts are time barred), liability ends two years after the transfer if the transfer was reported to SUNAT within the deadline it sets; if reported late or not at all, it lasts until the tax debt is time barred.Texto Único Ordenado del Código Tributario (Decreto Supremo Nº 133-2013-EF, published 22 June 2013); art. 17 substituted by Decreto Legislativo Nº 953 (5 February 2004), Art. 17 num. 3 and last paragraph, 2004-02-05 official text · verified 2026-10-28

6. The seller must request deregistration of its RUC on transfer of the business (traspaso de negocio) or definitive closure.Resolución de Superintendencia Nº 210-2004/SUNAT, RUC regulation (published 18 September 2004), Art. 27 a) and b), 2004-09-18 official text · verified 2026-10-28

7. Payments above S/ 2,000 or US$500 must use Peruvian financial system payment means; payments outside those means give no right to deduct costs or expenses or to use IGV credit.Texto Único Ordenado de la Ley Nº 28194 (Decreto Supremo Nº 150-2007-EF); art. 4 amended by Decreto Legislativo Nº 1529 (3 March 2022), Art. 3, 4 and 8, 2022-03-03 official text · verified 2026-10-28

8. Once the selling company distributes the proceeds, dividends to non residents bear 5 percent, and on liquidation any amount above nominal capital plus premium is a dividend.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF), Art. 24-A d) and 56 e), 2016-12-10 official text · verified 2026-10-28

Issue	Asset sale	Share sale by non resident
Income tax	29.5% on gain in the Peruvian company, then 5% on distribution	30% on gain (5% on a Peruvian exchange)
IGV	On movable goods and intangibles including goodwill	None
Tax history	Buyer jointly liable, 2 years if reported	Stays with the company; issuer jointly liable if related
Cash to parent	Needs dividend, capital reduction or liquidation	Direct to seller

Asset sale versus share sale for a foreign parent (LIR art. 55, 56; IGV art. 1 to 3; Tax Code art. 17)

Worked example

Worked example: a Peruvian subsidiary sells its business for S/ 20,000,000 (US$5,793,743) (assets with tax cost S/ 12,000,000 (US$3,476,246)). Gain S/ 8,000,000 (US$2,317,497); income tax at 29.5 percent S/ 2,360,000 (US$683,662). It then distributes the after tax gain of S/ 5,640,000 (US$1,633,835); dividend withholding at 5 percent S/ 282,000 (US$81,692). Total Peruvian tax on the gain about S/ 2,642,000 (US$765,353), versus S/ 2,400,000 (US$695,249) if the parent had sold the shares at the same gain at 30 percent, before considering IGV on movable assets and the buyer's step up in asset cost.
The buyer of an asset deal gets cost equal to the price paid for depreciation, which usually justifies a higher price than a share deal.

Step by step

Compare the total tax: corporate tax plus dividend withholding in an asset sale versus 30 percent (or 5 percent on exchange) in a share sale.
Inventory assets and allocate the price between movable goods, intangibles and real estate for IGV and depreciation.
Consider a simple reorganization first if the buyer wants only part of the business, then sell the shares of the new company.
Report the transfer to SUNAT within its deadline so the buyer's joint liability is limited to two years; negotiate tax indemnities.
Pay through Peruvian bank payment means and issue the corresponding invoices.
Close or liquidate the selling company and distribute or remit the proceeds (5 percent on dividends; DL 662 art. 7 for remittance).

Common traps

Buyers inherit the seller's tax debts for at least two years, longer if the transfer is not reported, so buyers often withhold part of the price.
Goodwill and other intangibles sold with the business are movable goods for IGV.
A simple reorganization followed within a year by redemption of more than 50 percent of the shares received triggers tax on the full built in gain.
Two layers of tax (29.5 percent plus 5 percent) apply before cash reaches the foreign parent; Peru has no double tax treaty with Argentina, so Argentine parents get no treaty relief on either layer.

Sources

← Closing with SUNAT: RUC deregistration, limitation periods and inactive company strike offDirector, liquidator and shareholder liability when exiting Peru →

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