Countries › Peru › Guide › 15. Exiting › Exiting Peru: selling the company, liquidating it and taking capital and profits out

Exiting Peru: selling the company, liquidating it and taking capital and profits out

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

Foreign 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, capital reduction and liquidation proceeds) and their net dividends once taxes are paid. The tax cost of leaving depends on the route: dividends and the excess received on a capital reduction or liquidation pay 5 percent, while a non resident company selling Peruvian shares pays 30 percent on the gain off exchange or 5 percent on a Peruvian stock exchange, and offshore sales of holding companies can be taxed as indirect transfers. Winding down is a three stage corporate process under the General Companies Law (dissolution, liquidation, extinction in the registry), with newspaper notices, creditor protection and a collective termination route for staff.

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 cited in SUNAT Resolución de Superintendencia Nº 000016-2026/SUNAT. Conversions are for orientation only.

Key facts

Right to remit capital and profits abroad	Guaranteed for registered foreign investment, no prior approval, after taxes (includes share sales, capital reductions and liquidations) textDL Nº 662 art. 7, as of 2026-10-28 · in force
Access to FX to pay dividends abroad	Free, no authorisation textDL Nº 662 art. 7 b), as of 2026-10-28 · in force
Dividend withholding on non resident shareholders	5 %LIR art. 56 e) and 73-A (DL 1261), as of 2026-10-28 · in force
Liquidation or capital reduction proceeds above nominal capital and premium	Taxed as a dividend textLIR art. 24-A d), as of 2026-10-28 · in force
Gain on Peruvian shares sold off exchange by a non resident company	30 %LIR art. 56 j); SUNAT Informe 068-2012, as of 2026-10-28 · in force
Gain on registered Peruvian shares sold on a Peruvian centralised mechanism by a non resident company	5 %LIR art. 56 h); SUNAT Informe 068-2012, as of 2026-10-28 · in force
Payment deadline when buyer and seller are both non resident	12 business days of the month after the income is received textReglamento LIR art. 39-A as cited in SUNAT Informe 068-2012, as of 2026-10-28 · in force
Indirect transfer test: Peruvian assets as share of the foreign company's value	50 %LIR art. 10 e) numeral 1, as of 2026-10-28 · in force
Indirect transfer test: stake sold in any 12 months (seller and related parties)	10 %LIR art. 10 e) numeral 2, as of 2026-10-28 · in force
Indirect transfer test: Peruvian shares transferred indirectly in any 12 months	40000 UITLIR art. 10 e), as of 2026-10-28 · in force
Unidad Impositiva Tributaria 2026	5500 PENDS Nº 301-2025-EF, as of 2026-10-28 · in force
Peruvian issuer jointly liable for a related non resident seller's tax	Yes, if related in any of the prior 12 months, unless the buyer withheld textLIR art. 68, as of 2026-10-28 · in force
Losses that trigger dissolution	Net equity below one third of paid in capital textLGS art. 407.4, as of 2026-10-28 · in force
Time to restore plurality of shareholders	6 monthsLGS art. 407.6, as of 2026-10-28 · in force
Deadline to publish the dissolution resolution (three consecutive notices)	10 daysLGS art. 412, as of 2026-10-28 · in force
Lapse of liquidators' liability	2 yearsLGS art. 415, as of 2026-10-28 · in force
Creditor opposition window after last capital reduction notice	30 daysLGS art. 218 and 219, as of 2026-10-28 · in force
Capital reduction publications	3 notices at 5 day intervals textLGS art. 217, as of 2026-10-28 · in force
SBS banking system selling rate used for conversions (27 Oct 2026)	3.452 PEN per USDBCRP series PD04640PD, as of 2026-10-28 · in force
Double tax treaty with Argentina	None textArgentina's list of DTTs in force, as of 2026-10-28 · in force

The rule

1. The State guarantees that foreign investors may transfer abroad, in freely convertible currency and without prior authorisation from any central, regional or municipal authority, once the taxes due are paid: (a) all their capital from investments registered with the competent national body, expressly including the proceeds of selling shares, participations or rights, capital reductions and the partial or total liquidation of companies; and (b) all dividends or verified net profits from their investment. There is no holding period or exit approval.
Cost to do it: No fee or approval to remit; only the bank's own transfer charges and the Peruvian taxes due on the income.
Example: After paying tax, a Lima subsidiary can wire S/ 950,000 of net dividends to its foreign parent through any bank, with no central bank or ministry authorisation. / Net liquidation proceeds of US$412,804 can be converted and sent abroad the same day the taxes are settled.Decreto Legislativo Nº 662 (legal stability regime for foreign investment), published 2 September 1991, Art. 7 a) and b), 1991-09-02 official text · verified 2026-10-28

2. Peruvian companies that agree a dividend or any other distribution of profits must withhold 5 percent, except on distributions to domiciled companies. For non resident companies the 5 percent rate is final. Withholding is paid to SUNAT within the Tax Code deadlines for monthly obligations. A Peruvian branch of a foreign company is deemed to distribute its available profit to head office on the due date of its annual income tax return, so the 5 percent applies whether or not cash is sent.
Cost to do it: 5 percent of the gross dividend, withheld at source.
Example: A dividend of S/ 1,000,000 to a foreign parent: S/ 50,000 withheld, S/ 950,000 net. / US$100 of dividend leaves US$95 after the 5 percent Peruvian withholding; on S/ 1,000,000 (US$289,687) the tax is US$14,484 and US$275,203 goes out.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 56 e) as amended by Decreto Legislativo Nº 1261 (10 December 2016, rate of 5 percent from 1 January 2017) and Decreto Legislativo Nº 1541 (26 March 2022), Art. 56 e) first and second paragraphs; art. 73-A first paragraph; art. 76, 2016-12-10 official text · verified 2026-10-28

3. Returning money to shareholders is not automatically a tax free return of capital. A capital reduction counts as a dividend up to the amount of profits, revaluation surpluses, premiums or free reserves that were capitalised earlier (unless the reduction absorbs losses under the Companies Law) or that exist when the reduction is agreed. On a capital reduction or a liquidation, whatever a shareholder receives above the nominal value of its shares plus any share premium is also a dividend, so the 5 percent withholding applies to that excess.
Cost to do it: 5 percent of the portion treated as a dividend; the part that is a true return of nominal capital and premium is not a dividend.
Example: A company with S/ 2,000,000 of nominal capital is liquidated and pays its foreign parent S/ 3,500,000: S/ 1,500,000 is a dividend, so S/ 75,000 is withheld and S/ 3,425,000 is paid. / On US$1,013,905 of liquidation proceeds against US$579,374 of nominal capital, US$434,531 is a dividend and the withholding is US$21,727.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 24-A c) as amended by Decreto Legislativo Nº 1112 (29 June 2012, in force 1 January 2013), Art. 24-A c) and d), 2012-06-29 official text · verified 2026-10-28

4. A non resident company that sells shares of a Peruvian company earns Peruvian source income. The rate is 5 percent on gains from securities sold within the country and 30 percent otherwise (the catch all rate). SUNAT reads the income tax regulation as treating a sale as made within the country only when the shares are registered in the Public Securities Market Registry and traded on a Peruvian centralised trading mechanism, so a private sale between two foreign groups pays 30 percent of the gain. A domiciled buyer must withhold the tax as final; for the withholding the net income is the price minus the recovered invested capital (cost basis). Where both parties are non resident, SUNAT says the seller pays directly within 12 business days of the month after it receives the income.
Cost to do it: 30 percent of the gain off exchange or 5 percent of the gain on a Peruvian exchange, plus brokerage and the professional cost of documenting the cost basis.
Example: A foreign holding sells its Peruvian shares privately for S/ 10,000,000 with a documented cost of S/ 4,000,000: the gain is S/ 6,000,000 and the tax S/ 1,800,000. If the same gain arose on the Lima Stock Exchange on registered shares, the tax would be S/ 300,000. / Price US$2,896,871, cost US$1,158,749, gain US$1,738,123: tax of US$521,437 off exchange, or US$86,906 at 5 percent on exchange.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 56 h) as substituted by Decreto Legislativo Nº 972 (10 March 2007) and Ley Nº 29168; SUNAT Informe Nº 068-2012-SUNAT/4B0000, LIR art. 56 h) and j), art. 76 first paragraph and second paragraph g); Informe 068-2012 footnotes 1 and 2, 2007-03-10 official text · verified 2026-10-28

5. Selling shares of a foreign company can be taxed in Peru as an indirect transfer of Peruvian shares when, together: (1) in any of the 12 months before the sale, the Peruvian companies owned directly or indirectly represent 50 percent or more of the market value of the foreign company; and (2) in any 12 month period the seller and its related parties transfer 10 percent or more of the foreign company's capital. It is also an indirect transfer, regardless of the 10 percent test, when the Peruvian shares transferred indirectly in any 12 month period are worth 40,000 UIT or more, and the sale is presumed indirect where the foreign company sits in a non cooperative or low or no tax jurisdiction unless the seller proves otherwise. Issuing new shares below market value counts as a sale, and ADRs and GDRs are covered. The taxable income is the market value of the foreign shares sold times the Peruvian percentage.
Cost to do it: Tax on the Peruvian share of the gain at the rates above, plus valuation work to run the 50 percent and 40,000 UIT tests for every month in the prior year.
Example: 40,000 UIT is S/ 220,000,000 in 2026, so an offshore deal where the Peruvian underlying assets sold indirectly reach that value is taxable even if less than 10 percent of the holding company changes hands. / The 40,000 UIT test equals about US$63,731,170 at the reference rate.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 10 e) as amended by Decreto Legislativo Nº 1424 (13 September 2018, in force 1 January 2019), Art. 10 e) numerals 1 and 2 and following paragraphs, 2018-09-13 official text · verified 2026-10-28

6. When a non resident sells Peruvian shares directly or indirectly, the Peruvian company that issued them is jointly liable for the tax if, in any of the 12 months before the sale, the seller was related to it directly or indirectly through control, management or capital. A Peruvian branch or permanent establishment with assigned capital of a foreign company that makes an indirect sale is also jointly liable and must provide information on the foreign shares sold (market values, ownership percentages, capital changes, reorganisations, balance sheets). The joint liability falls away when a domiciled buyer withholds under art. 71 g).
Cost to do it: No fee, but a contingent liability for the target equal to the seller's unpaid tax, so buyers price it in escrows or indemnities.
Example: If a foreign parent sells a Lima subsidiary to another foreign group and does not pay the S/ 1,800,000 due, SUNAT can collect it from the subsidiary itself. / A buyer of a Peruvian target will typically hold back roughly the seller's expected Peruvian tax (US$521,437 in the example above) until proof of payment.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 68 as amended by Decreto Legislativo Nº 1424 (13 September 2018, in force 1 January 2019), Art. 68, 2018-09-13 official text · verified 2026-10-28

7. A company dissolves on, among other causes: expiry of its term; completion or impossibility of its purpose; losses that cut net equity below one third of paid in capital unless offset or the capital is adjusted; lack of plurality of shareholders not restored within six months; or a shareholders' resolution without any legal cause. The board (or any shareholder, director or manager where there is no board) must call a meeting within at most 30 days to resolve dissolution; failing that, a court can declare it. The dissolution resolution must be published three consecutive times within 10 days of its adoption and filed for registration within 10 days of the last publication, using a notarised certified copy of the minutes.
Cost to do it: Three newspaper notices, notary certification of the minutes and SUNARP registration fees (see the entities page for the SUNARP fee basis), plus legal fees.
Example: A two shareholder S.A.C. whose minority partner exits and is not replaced within six months falls into a legal cause of dissolution. / A company whose losses bring equity to US$300,000 against US$1,000,000 of paid in capital must recapitalise, reduce capital or dissolve.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 407, art. 409 and art. 412, 1997-12-05 official text · verified 2026-10-28

8. Once dissolved, the company keeps its legal personality during liquidation, adds "en liquidación" to its name, and the directors' and managers' powers pass to the liquidators (an odd number, appointed by the shareholders' meeting or a judge; remunerated unless agreed otherwise). Liquidators inventory and realise assets, collect receivables, pay creditors and then shareholders; they may not distribute assets until creditors are paid or their claims deposited. If assets run out with creditors unpaid, they must call a meeting and may seek a bankruptcy declaration. The final liquidation balance is approved by the meeting (or deemed approved if it does not meet at first and second call) and published once; the liquidators then file to register the extinction, naming who keeps the books. Unpaid creditors of an S.A. can still claim against shareholders up to what each received in the liquidation, and the liquidators' liability lapses two years after their term ends or the extinction is registered.
Cost to do it: Liquidator fees, one notice of the final balance, any audit the meeting decides, and SUNARP fees for registering the extinction.
Example: Liquidators can pay an advance on account of the remaining assets to the shareholders, but only under their joint and several liability. / A foreign parent that received US$1,013,905 in the liquidation can be sued by an unpaid creditor of the extinct S.A. for up to that amount.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 413, 414, 415, 416, 417, 419, 420, 421 and 422, 1997-12-05 official text · verified 2026-10-28

9. A capital reduction is approved by the shareholders' meeting with the quorum and majority for amending the bylaws, recorded in a public deed and registered. It must affect all shareholders pro rata or by lot unless decided unanimously, and it must be published three times at five day intervals. A reduction that returns contributions can only be executed 30 days after the last notice; within that period any creditor whose claim is not adequately secured may oppose it in summary proceedings, which suspends execution until the debt is paid or secured. Returning contributions early makes the payment unenforceable against the opposing creditor and the directors jointly liable. Execution can proceed at once if an SBS supervised entity issues a joint guarantee for the creditor's claim.
Cost to do it: Notary deed, three newspaper notices, SUNARP registration and the 5 percent dividend withholding on any part of the payment treated as a dividend under LIR art. 24-A.
Example: Notices on 1, 6 and 11 March mean contributions can be returned from 10 April at the earliest, if no creditor opposes. / A US$579,374 capital return needs at least about six weeks from the first notice before cash can move.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 215, 216, 217, 218 and 219, 1997-12-05 official text · verified 2026-10-28

10. Dissolution and liquidation of the company, and bankruptcy, are objective causes for the collective termination of employment contracts. In those cases workers have first option to buy the assets and facilities of the company in liquidation or bankruptcy that let them continue or replace their source of work, and unpaid pay and social benefits can be applied to the purchase price or set off. The separate procedure with union negotiation, an audit report and Labour Authority approval in art. 48 applies to economic, technological or structural causes, not to dissolution.
Cost to do it: Pay and social benefits owed to the workers must be settled, and unpaid amounts can be set off against assets they buy.
Example: A liquidating factory must offer its workers the first option over the plant before selling it to a third party. / If staff are owed US$100,000 in unpaid benefits and buy equipment worth US$250,000, those claims can be set off against the price.Texto Único Ordenado del Decreto Legislativo Nº 728, Ley de Productividad y Competitividad Laboral (Decreto Supremo Nº 003-97-TR, 27 March 1997), as compiled in the Ministry of Labour Compendio de normas laborales (January 2019), Art. 46 c) and art. 49, 1997-03-27 official text · verified 2026-10-28

Route	What is taxed	Rate	Who pays
Dividend	Gross dividend	5%	Peruvian company withholds
Branch profits	Available profit at the annual return due date	5%	Branch
Capital reduction	Capitalised or existing profits and reserves, and any excess over nominal capital plus premium	5% on the dividend portion	Company withholds
Liquidation	Excess received over nominal capital plus premium	5% on the excess	Company withholds
Direct share sale off exchange	Gain (price minus certified cost)	30%	Domiciled buyer withholds; otherwise seller pays
Share sale on a Peruvian exchange (registered shares)	Gain	5%	Settlement institution withholds or seller pays
Indirect sale of a foreign holding	Peruvian proportion of the market value, when the 50% plus 10% tests or the 40,000 UIT test are met	30% or 5% as above	Seller; Peruvian issuer jointly liable if related

Tax cost of the main exit routes for a non resident company (LIR art. 10 e), 24-A, 56 and 73-A)

Worked example

Worked example, dividend: a Lima subsidiary declares S/ 1,000,000 (US$289,687) to its foreign parent. It withholds S/ 50,000 (US$14,484) and pays it to SUNAT with its monthly filings; S/ 950,000 (US$275,203) can be converted and remitted without approval under DL 662 art. 7.
Worked example, share sale: a foreign group sells 100 percent of a Peruvian S.A.C. privately for S/ 10,000,000 (US$2,896,871). Its documented cost is S/ 4,000,000 (US$1,158,749). Tax at 30 percent on the S/ 6,000,000 gain is S/ 1,800,000 (US$521,437). If the buyer is a Peruvian company, it withholds; if the buyer is foreign, the seller pays within 12 business days of the following month.
Worked example, liquidation: nominal capital S/ 2,000,000 (US$579,374); final distribution S/ 3,500,000 (US$1,013,905). The S/ 1,500,000 excess is a dividend, so S/ 75,000 (US$21,727) is withheld and S/ 3,425,000 is remitted.

Step by step

Choose the route first: a share sale moves the business and its liabilities in one step; a liquidation takes months of corporate steps; a capital reduction or dividends can extract cash before either.
For a sale, document the tax cost basis of the shares (acquisition price and expenses) before signing, because the withholding is computed on price minus recovered invested capital.
If the seller sits offshore, run the indirect transfer tests month by month for the prior 12 months (50 percent value test, 10 percent stake test, 40,000 UIT test) and check whether the holding is in a low or no tax jurisdiction.
Agree in the SPA who withholds and pays the Peruvian tax, and include an escrow or indemnity because the Peruvian target can be jointly liable under LIR art. 68.
To wind down, call the shareholders' meeting, adopt dissolution, publish three consecutive notices within 10 days and file at SUNARP within 10 days of the last notice.
Liquidators prepare the opening inventory and financial statements, sell assets, collect receivables and pay creditors, including the pay and benefits owed to staff.
Approve the final liquidation balance, publish it once, distribute the remainder (withholding 5 percent on any excess over nominal capital and premium) and file for registration of the extinction.
Remit the net proceeds abroad through a Peruvian bank; no FX authorisation is required.

Common traps

A private sale of Peruvian shares between two foreign companies pays 30 percent, not the 5 percent rate that the law reserves for sales made within the country, which SUNAT limits to registered shares traded on a Peruvian centralised mechanism.
An offshore deal can trigger Peruvian tax under the 40,000 UIT test even when less than 10 percent of the holding company is sold.
The Peruvian target company is jointly liable for a related seller's unpaid tax, so buyers should not close without proof of withholding or payment.
Returning capital that came from capitalised profits or reserves is taxed as a dividend under LIR art. 24-A c); only true nominal capital and premium come back tax free.
Paying a capital reduction before the 30 day opposition period ends makes the directors jointly liable to opposing creditors.
Extinction does not end exposure: unpaid creditors of an S.A. can pursue shareholders up to what they received in the liquidation.
A Peruvian branch pays the 5 percent on its available profit every year at the annual return deadline, even if nothing is remitted, so there is no deferral by keeping profits in the branch.

Sources

← Foreign judgments, jurisdiction clauses and cross border service and evidence in Peru: exequatur, reciprocity, apostille and letters rogatorySelling shares of a Peruvian company: tax, withholding and payment rules for foreign sellers →

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