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Offshore indirect transfers: when selling a foreign holding company is taxed in Peru

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

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

Selling 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 or more of the holding's value and the seller with related parties sells 10 percent or more within 12 months, or when the Peruvian value sold reaches 40,000 UIT, or always for holdings in tax havens. The taxable income is the Peruvian share of the market value, and the Peruvian company is jointly liable and must hand over valuation information.

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

Indirect transfer, Peruvian share of holding value	50 %LIR art. 10 e) num. 1, as of 2026-10-28 · in force
Indirect transfer, minimum stake sold in 12 months	10 %LIR art. 10 e) num. 2, as of 2026-10-28 · in force
Indirect transfer, alternative value threshold	40000 UITLIR art. 10 e) fourth paragraph, as of 2026-10-28 · in force
Indirect transfer, value threshold in 2026 soles	220000000 PENLIR art. 10 e); DS 301-2025-EF, as of 2026-10-28 · in force
Indirect transfer, look back period	12 monthsLIR art. 10 e), as of 2026-10-28 · in force
Holding in a low or no tax jurisdiction	Treated as indirect transfer unless the seller proves otherwise textLIR art. 10 e) fifth paragraph, as of 2026-10-28 · in force

The rule

1. An indirect transfer is the sale of shares of a non resident company that owns, directly or through other companies, shares of one or more Peruvian companies, when two conditions are met together: (1) in any of the 12 months before the sale, the market value of the Peruvian shares it owns is 50 percent or more of the market value of all its shares; and (2) in any 12 month period, the seller and its related parties transfer, in one or several operations, shares representing 10 percent or more of the non resident company's capital.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, 2018-09-13 official text · verified 2026-10-28 · changed: DL 1424 (in force 1 January 2019) restated the test with the 40,000 UIT alternative, the tax haven rule and the issuer information duty.

2. The 50 percent test is measured by multiplying the holding's direct or indirect percentage in each Peruvian company by the market value of all that company's shares, adding the results for all Peruvian companies, dividing by the market value of all the holding's shares and multiplying by 100.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF), Art. 10 e) numeral 1, items i to iv, 2018-09-13 official text · verified 2026-10-28

3. Independently of the 50 and 10 percent tests, there is an indirect transfer when the total amount of Peruvian shares sold indirectly in any 12 month period is 40,000 UIT or more, measured by applying the Peruvian percentage to the agreed price of each sale by the seller and its related parties.
Example: 40,000 UIT in 2026 = S/ 220,000,000. / About US$63,731,170.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF), Art. 10 e) fourth paragraph, 2018-09-13 official text · verified 2026-10-28

4. If the holding company sold, or issuing new shares, is resident in a non cooperative or low or no tax jurisdiction, the operation is treated as an indirect transfer unless the seller reliably proves that the conditions are not met.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF), Art. 10 e) fifth paragraph, 2018-09-13 official text · verified 2026-10-28

5. Issuing new shares of the holding below market value (new contributions, debt capitalisation or reorganisation) is presumed to be an indirect sale of the new shares when the 50 percent test is met in any of the 12 months before the issue. ADRs and GDRs over the holding's shares are included.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF), Art. 10 e) third and sixth paragraphs, 2018-09-13 official text · verified 2026-10-28

6. The taxable income is the market value of the holding shares sold multiplied by the Peruvian percentage from the 50 percent test, and it cannot be lower than the market value of the Peruvian shares sold indirectly. Market value is set by supreme decree and may use discounted cash flow, equity value increased by the SBS average lending rate, or audited equity value. The rates are those of a direct sale (30 percent, or 5 percent on a Peruvian exchange for non resident companies).Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 56 h) and j), Art. 10 e) seventh paragraph; art. 56 h) and j), 2018-09-13 official text · verified 2026-10-28

7. The Peruvian company is jointly liable for the tax on a direct or indirect sale by a non resident that was related to it through control, management or capital in any of the prior 12 months; a Peruvian branch or permanent establishment of the seller is jointly liable in its place. The jointly liable company must provide market values, ownership percentages, capital changes, share issues, reorganisations, equity values and balance sheets of the foreign holding, as set by regulation.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 68 as amended by DL 1424, Art. 68, 2018-09-13 official text · verified 2026-10-28

8. When a Peruvian clearing and settlement institution pays the non resident, it withholds on cash settlement if the non resident informs it of the indirect sale and the amount to withhold, with supporting documents.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 76 b) amended by Ley Nº 30050 (26 June 2013), Art. 76 first paragraph b), last two paragraphs, 2013-06-26 official text · verified 2026-10-28

Test	Trigger	Period
Asset test plus stake test	Peruvian shares worth 50% or more of the holding AND 10% or more of the holding sold by seller and related parties	Any of the prior 12 months; any 12 month window
Value test	Peruvian value sold indirectly of 40,000 UIT (S/ 220,000,000 in 2026) or more	Any 12 month window
Tax haven holding	Holding resident in a non cooperative or low or no tax jurisdiction	Presumed unless disproved
Share issue below market	New holding shares issued below market value when the 50% test is met	Prior 12 months

Indirect transfer tests (LIR art. 10 e), DL 1424)

Worked example

Worked example: a foreign group sells 30 percent of a Luxembourg holding whose only asset is a Peruvian operating company, for S/ 90,000,000 (US$26,071,842). Peruvian value is 100 percent of the holding, so both tests are met. Taxable income is the market value sold times 100 percent, at least the market value of the Peruvian shares sold indirectly. If the market value equals the price and the documented cost is S/ 50,000,000 (US$14,484,357), the gain is S/ 40,000,000 (US$11,587,486) and tax at 30 percent is S/ 12,000,000 (US$3,476,246).
Value test only: a 5 percent stake in a listed global group is sold for S/ 500,000,000 (US$144,843,569) and Peruvian assets are 45 percent of the group's value. The 50 percent test fails, but the Peruvian amount (S/ 225,000,000 (US$65,179,606)) exceeds 40,000 UIT (S/ 220,000,000 (US$63,731,170)), so the sale is an indirect transfer.

Step by step

Map the chain: list every Peruvian company held directly or indirectly and the percentage at each level.
Run the 50 percent test for each of the 12 months before signing, using the valuation methods allowed by the regulation.
Aggregate sales by the seller and related parties over 12 months for the 10 percent and 40,000 UIT tests.
If taxable, compute the Peruvian proportion and the cost, and arrange payment through the buyer (if it is a Peruvian payer) or directly by the seller.
Coordinate with the Peruvian company, which is jointly liable if related and must provide valuation and ownership information.
Keep the valuation file and the 12 month test workings for at least the four year limitation period (six years if no return is filed).

Common traps

A minority sale of a large global group can still be caught by the 40,000 UIT value test even if Peru is a small part of the group.
Splitting a sale into several smaller deals does not help: the 10 percent and 40,000 UIT tests count all sales by the seller and its related parties in any 12 month window.
Holding structures in low or no tax jurisdictions reverse the burden of proof onto the seller.
Below market share issues by the foreign holding can be taxed as indirect sales.
Peru has no double tax treaty with Argentina, so an Argentine group selling an offshore holding with Peruvian assets has no treaty protection on the Peruvian side; see The Argentine Thread guide for the Argentine treatment.

Sources

← Selling shares of a Peruvian company: tax, withholding and payment rules for foreign sellersReturning capital: capital reductions, creditor opposition and the deemed dividend rule →

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