Countries › Peru › Guide › 15. Exiting › Mergers, spin offs and reorganizations: exiting or restructuring without liquidating

Mergers, spin offs and reorganizations: exiting or restructuring without liquidating

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

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

A 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. Shareholders get a separation right, creditors get 30 days after the last of three notices to oppose, and registration costs 0.48 percent of a UIT. For income tax the parties can carry over historic cost with no tax, but tax losses of the transferor are lost and a capital reduction or dividend within four years of a tax free revaluation is taxed.

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

Creditor opposition window after the last merger notice	30 daysLGS art. 357 and 359, as of 2026-10-28 · in force
Publications of the merger or spin off agreement	3 notices at 5 day intervals textLGS art. 355 and 380, as of 2026-10-28 · in force
SUNARP fee for a merger, spin off or transformation	0.48% of a UIT (S/ 26.40 in 2026) textSUNARP TUPA procedure 11, as of 2026-10-28 · in force
Tax neutral reorganization available	Yes, carryover of historic cost without revaluation textLIR art. 104 num. 3, as of 2026-10-28 · in force
Transfer of tax losses to the acquirer	Not allowed textLIR art. 106, as of 2026-10-28 · in force
Clawback period for untaxed revaluation gains	4 tax years textLIR art. 105, 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
Notice of a reorganization to SUNAT	10 business days textRS 210-2004/SUNAT art. 25, as of 2026-10-28 · in force

The rule

1. A merger either combines two or more companies into a new one or has an existing company absorb others. The incorporated or absorbed companies are extinguished and their assets pass as a block and by universal title; their shareholders receive shares of the surviving company. The merger is agreed with the requirements for amending the bylaws, and no dissolution or liquidation of the extinguished companies is needed.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 344 and 345, 1997-12-05 official text · verified 2026-10-28

2. Each board approves the merger project by absolute majority of its members (the managers do so where there is no board). Each merger agreement is published three times at five day intervals. The public deed is signed once 30 days have passed from the last notice without opposition; creditors of any participating company may oppose as in a capital reduction, which suspends the deed until the opposition is lifted or dismissed.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 346, 355, 357 and 359, 1997-12-05 official text · verified 2026-10-28

3. The merger takes effect on the date fixed in the agreements, when the extinguished companies stop operating and the surviving company assumes their rights and obligations, subject to registration of the deed, which extinguishes the absorbed companies. Closing balance sheets of the extinguished companies and the opening balance of the surviving company must be prepared within 30 days of the effective date.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 353 and 354, 1997-12-05 official text · verified 2026-10-28

4. Spin offs follow the same pattern: a block of assets (an asset, assets with liabilities, or a business fund) passes to one or more beneficiary companies; notices three times at five day intervals; deed after 30 days without opposition; effect on the agreed date subject to registration. A simple reorganization is the contribution of a block of assets to a new or existing company in exchange for shares that the contributing company keeps.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 369, 378, 380, 381, 383 and 391, 1997-12-05 official text · verified 2026-10-28

5. Mergers, spin offs and transformations give dissenting, absent and non voting shareholders a separation right. Unless agreed, listed shares are reimbursed at the weighted average price of the last six months, unlisted shares at book value at the end of the month before the separation is exercised. Separating does not release shareholders from personal liability for obligations incurred before the transaction.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 200, 338, 356 and 385, 1997-12-05 official text · verified 2026-10-28

6. A transformation into another company type does not change the legal person, is published three times at five day intervals, gives a separation right and takes effect the day after the public deed, subject to registration. A Peruvian branch of a foreign company may also be reorganized or transformed into a Peruvian company.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 333, 337, 338, 341 and 395, 1997-12-05 official text · verified 2026-10-28

7. Registering a transformation, merger, spin off or simple reorganization costs 0.24 percent of a UIT for review plus 0.24 percent for registration, with notices and a certificate of no opposition in the deed. Transferring each property by merger or spin off costs 0.81 percent of a UIT plus 1.5 per thousand of the property value up to S/ 35,000 or 3 per thousand above.
Cost to do it: Company registration S/ 26.40 (US$8) per company file; property transfer for a S/ 1,000,000 building about S/ 3,044.55 (US$882).SUNARP Texto Único de Procedimientos Administrativos, as published in El Peruano on 1 August 2004, Registro de Personas Jurídicas procedure 11; Registro de Predios procedure 14, 2004-08-01 official text · verified 2026-10-28

8. For income tax the parties choose one regime: (1) voluntary revaluation taxed, with the revalued amount as new cost; (2) voluntary revaluation not taxed as long as it is not distributed, with no tax effect for cost or depreciation; or (3) no revaluation, with the acquirer keeping the transferor's computable cost (tax neutral).Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); chapter XIII substituted by Ley Nº 27034 (30 December 1998), Art. 103 and 104, 1998-12-30 official text · verified 2026-10-28

9. Under regime 2 the revaluation gain is taxed in the company if distributed, and it is presumed distributed if capital is reduced (except to absorb losses) or dividends are agreed within the four tax years after the reorganization, or if more than 50 percent of the shares issued in a spin off are sold or cancelled before the end of the following year.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 105 and 105-A as modified by Decreto Legislativo Nº 1120 (18 July 2012, in force 1 January 2013), Art. 105 and 105-A, 2012-07-18 official text · verified 2026-10-28

10. The acquirer cannot use the transferor's tax losses, and its own losses can be offset after the reorganization only up to 100 percent of its fixed assets before the reorganization. Benefits of tax stability agreements are not transferred in a merger without authorisation.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 106 substituted by Ley Nº 27356 (18 October 2000); art. 108, Art. 106 and 108, 2000-10-18 official text · verified 2026-10-28

11. Transfers of goods as a result of a reorganization are outside the IGV (VAT).Texto Único Ordenado de la Ley del IGV e ISC (Decreto Supremo Nº 055-99-EF); 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

12. Acquirers of assets or liabilities in a reorganization are jointly liable for the transferor's tax debts until those debts become time barred. The reorganization must be reported to SUNAT within 10 business days of its effective date; if an earlier effective date than the deed is not reported in time, the reorganization takes effect for SUNAT on the date of the public deed.Texto Único Ordenado del Código Tributario (Decreto Supremo Nº 133-2013-EF), SUNAT updated text; Resolución de Superintendencia Nº 210-2004/SUNAT, RUC regulation (published 18 September 2004), Tax Code art. 17 num. 3 and last paragraph; RS 210-2004 art. 25, 2004-09-18 official text · verified 2026-10-28

Regime	Revaluation	Tax now	Cost for acquirer
1	Yes	Gain taxed (cannot be offset with losses)	Revalued amount
2	Yes	Not taxed unless distributed; clawback for 4 years	Historic cost (revaluation ignored)
3	No	None	Transferor historic cost

Income tax regimes for reorganizations (LIR art. 104 to 106)

Worked example

Worked example: a foreign group merges its two Peruvian subsidiaries before selling the combined company. Under regime 3 there is no income tax and no IGV on the asset transfer. Registry cost S/ 26.40 (US$8) for each company file, plus property transfers. The absorbed company's tax losses of S/ 3,000,000 (US$869,061) are lost (LIR art. 106).
Timeline: board approval of the project, shareholder meetings, three notices at five day intervals (about 11 days), 30 day creditor window, public deed, SUNARP registration (35 day legal term) and SUNAT notice within 10 business days of the effective date.

Step by step

Model the tax: choose regime 1, 2 or 3 and check the effect on losses and on dividends or capital reductions planned for the next four years.
Boards approve the merger or spin off project; shareholders approve with the bylaw amendment quorum.
Publish each agreement three times at five day intervals; handle separation requests and value them under LGS art. 200.
Wait 30 days from the last notice for creditor opposition; then sign the public deed.
Register at SUNARP for every participating company, then each property and other registrable asset.
Notify SUNAT within 10 business days, deregister the RUC of the extinguished company, and prepare closing and opening balance sheets within 30 days.

Common traps

Tax losses of the absorbed company do not survive a merger, and the survivor's own losses are capped at its pre merger fixed assets.
A tax free revaluation becomes taxable if the company reduces capital or declares dividends within four tax years.
The surviving company is jointly liable for all the absorbed company's tax debts until they are time barred, so a due diligence on the target's tax history is essential.
Tax stability agreement benefits do not pass to the surviving company without authorisation.
Peru has no double tax treaty with Argentina, so Argentine groups restructuring Peruvian holdings should check both the Peruvian reorganization rules here and the Argentine side in The Argentine Thread guide.

Sources

← Insolvent exit: INDECOPI insolvency proceedings and creditor driven liquidationClosing a Peruvian branch of a foreign company →

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.