Countries › Peru › Guide › 15. Exiting › Returning capital: capital reductions, creditor opposition and the deemed dividend rule

Returning capital: capital reductions, creditor opposition and the deemed dividend rule

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

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

A 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 newspaper publications and 30 days to oppose if their claims are not adequately secured, so cash usually leaves about six weeks after the vote. For tax, the reduction counts as a dividend (5 percent withholding for foreign shareholders) up to previously capitalised profits and profits or free reserves existing at the vote; only the rest is a tax free return of capital.

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 last notice	30 daysLGS art. 219, as of 2026-10-28 · in force
Publications of the reduction agreement	3 notices at 5 day intervals textLGS art. 217, as of 2026-10-28 · in force
Mandatory reduction for losses	Losses above 50% of capital not recovered after one financial year textLGS art. 220, as of 2026-10-28 · in force
Tax treatment of capital reduction	Dividend up to capitalised and existing profits and free reserves, and any excess over nominal value plus premium textLIR art. 24-A c) and d), 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
SUNARP fee for registering a capital reduction	0.24% UIT plus 3 per thousand of the amount reduced textSUNARP TUPA, procedure 10, as of 2026-10-28 · in force

The rule

1. A capital reduction is agreed by the shareholders' meeting with the quorum and majority required to amend the bylaws, and is recorded in a public deed and registered. The agreement states the amount, method, resources used and procedure. It must affect all shareholders pro rata (or by a lottery applied equally); any other allocation needs unanimity of the voting shares. It is done by redeeming shares or cutting their nominal value, for example by paying out nominal value or net equity, waiving unpaid calls or restoring the balance between capital and equity after losses.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 215, 216 and 217, 1997-12-05 official text · verified 2026-10-28

2. The agreement must be published three times at five day intervals. A reduction that returns contributions or waives amounts owed for contributions can only be carried out 30 days after the last notice; paying earlier is not enforceable against an opposing creditor and makes the directors jointly liable. Reductions that only restore the balance between capital and equity can be executed at once. A creditor whose claim, even conditional or not yet due, is not adequately secured can oppose the reduction within 30 days of the last notice. The opposition is heard in summary proceedings and suspends the reduction until the company pays or secures the debt; the reduction can proceed as soon as the creditor is notified that a bank supervised by the SBS has issued a joint guarantee for the full debt.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 216, 217, 218 and 219, 1997-12-05 official text · verified 2026-10-28

3. A capital reduction becomes mandatory when losses have cut capital by more than 50 percent and a full financial year has passed without recovery, unless there are legal or free reserves, new contributions or shareholders absorb the loss in an amount that offsets it.Ley Nº 26887, Ley General de Sociedades (promulgated 5 December 1997), Art. 220, 1997-12-05 official text · verified 2026-10-28

4. For income tax, a capital reduction is a dividend up to the amount of profits, revaluation surplus, restatement adjustments, premiums or free reserves that (1) were capitalised earlier, unless the reduction covers losses under the Companies Law, or (2) exist when the reduction is agreed. If those amounts are later distributed or capitalised and reduced, that later step is not a second dividend.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), 2012-06-29 official text · verified 2026-10-28

5. Any excess of what shareholders receive on a capital reduction over the nominal value of their shares plus any share premium is also a dividend.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF), Art. 24-A d), 2004-12-08 official text · verified 2026-10-28

6. Dividends paid to non resident shareholders, including deemed dividends from a capital reduction, bear 5 percent tax withheld by the Peruvian company.Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 56 e) amended by Decreto Legislativo Nº 1261 (10 December 2016) and Decreto Legislativo Nº 1541 (26 March 2022); art. 54 a) for individuals, Art. 54 a), 56 e) and 24-B, 2016-12-10 official text · verified 2026-10-28

7. Registration of a capital reduction costs 0.24 percent of a UIT for review plus 3 per thousand of the amount reduced as registration fee. The filing needs the public deed, proof of the meeting notice (unless universal), and, except in the cases of the first paragraph of LGS art. 218, the reduction notices and the general manager's certificate that no creditor has sued the company.
Cost to do it: For a S/ 2,000,000 reduction: S/ 13.20 review plus S/ 6,000 registration, about S/ 6,013.20 (US$1,742), plus notary and newspaper costs.
Example: Reduction of S/ 2,000,000: SUNARP fees S/ 6,013.20. / Reduction of US$579,374: fees about US$1,742.SUNARP Texto Único de Procedimientos Administrativos, as published in El Peruano on 1 August 2004, Registro de Personas Jurídicas, procedure 10 (capital reduction); 35 day term, 2004-08-01 official text · verified 2026-10-28

8. Payments for a reduction of a shareholding above the TUO Ley 28194 thresholds must use Peruvian financial system payment means, and payments outside those means are disregarded for tax purposes.Texto Único Ordenado de la Ley Nº 28194 (Decreto Supremo Nº 150-2007-EF), Art. 3 c), 4 and 8, 2022-03-03 official text · verified 2026-10-28

9. Registered foreign investors may transfer abroad the full proceeds of capital reductions in freely convertible currency without prior authorisation once taxes are paid.Decreto Legislativo Nº 662, published 2 September 1991, Art. 7 a), 1991-09-02 official text · verified 2026-10-28

10. A capital reduction within four tax years after a reorganisation in which assets were revalued without tax is presumed to distribute that revaluation gain, which is then taxed in the company (except reductions under LGS art. 216 num. 4 or art. 220).Texto Único Ordenado de la Ley del Impuesto a la Renta (Decreto Supremo Nº 179-2004-EF); art. 105 modified by Decreto Legislativo Nº 1120 (18 July 2012, in force 1 January 2013), Art. 104 num. 2 and 105 num. 1, 2012-07-18 official text · verified 2026-10-28

Component	Treatment	Withholding for a foreign shareholder
Profits, reserves, premiums or revaluation previously capitalised	Dividend (unless the reduction covers losses)	5%
Profits and free reserves existing when the reduction is agreed	Dividend	5%
Contributed capital beyond those amounts	Return of capital	None
Amount received above nominal value plus premium	Dividend	5%

How a cash capital reduction is split for tax (LIR art. 24-A c) and d))

Worked example

Worked example: capital S/ 5,000,000 (US$1,448,436), of which S/ 1,000,000 (US$289,687) came from capitalised profits; retained earnings at the date of the vote S/ 500,000 (US$144,844). The meeting returns S/ 2,000,000 (US$579,374) to the foreign parent. Dividend portion: S/ 1,500,000 (US$434,531); withholding at 5 percent S/ 75,000 (US$21,727). Return of capital: S/ 500,000 (US$144,844), no tax. Net cash to the parent S/ 1,925,000 (US$557,648).
Timeline: vote on day 0; three notices on days 1, 6 and 11; creditor opposition window closes on day 41; public deed and SUNARP filing (35 day legal term); payment and remittance once registered.

Step by step

Check retained earnings and the history of capitalised profits to size the deemed dividend.
Hold the shareholders' meeting with the bylaw amendment quorum and majority, or a universal meeting.
Publish the agreement three times at five day intervals.
Wait 30 days from the last notice for creditor opposition, or settle or bank guarantee any opposing creditor.
Sign the public deed and register with SUNARP with the manager's certificate of no judicial claims.
Pay through Peruvian bank payment means, withhold 5 percent on the dividend portion and pay it with the monthly filing.
Remit the net amount abroad under DL 662 art. 7 and update the RUC shareholder data within the first 10 business days of the next month (RS 210-2004/SUNAT art. 23).

Common traps

A capital reduction is not automatically tax free: profits capitalised years ago are taxed as a dividend when capital is reduced.
Reducing capital within four years after a tax free revaluation in a reorganisation triggers tax on the revaluation gain in the company.
Paying shareholders before the opposition window closes exposes the managers to creditor claims.
Peru has no double tax treaty with Argentina; the 5 percent domestic rate is already low, and relief in Argentina is covered by The Argentine Thread guide.

Sources

← Offshore indirect transfers: when selling a foreign holding company is taxed in PeruDissolution and liquidation of a solvent Peruvian company →

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