Countries › Peru › Guide › 10. Capital markets and finance › Corporate bonds and short term instruments in Peru: bonds for debt above one year, the bondholders' representative, guarantees, convertibles, commercial paper and enforcement

Corporate bonds and short term instruments in Peru: bonds for debt above one year, the bondholders' representative, guarantees, convertibles, commercial paper and enforcement

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

In Peru a public offer of debt with a term above one year can only be made through bonds, governed by the securities law and the company law rules on obligations, and any private law legal entity, not only a sociedad anónima, may issue them; banks and finance companies follow the banking law instead. Every bond issue needs a bondholders' representative independent of the issuer and structurer, unless it targets institutional investors on SMV conditions, and may be backed by bank guarantees, deposits, surety bonds and other collateral; convertible bonds need a shareholders' resolution setting conversion terms and a capital increase. Short term instruments are debt of up to one year, in practice commercial paper, may be placed directly by the issuer, cannot be extended beyond one year from issue, and all debt securities, public or private, are enforceable titles.

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 as shown in the Banco Central de Reserva del Perú statistics series PD04640PD. Amounts the law sets in soles, UIT or dollars are quoted as written; the 2026 UIT is S/ 5,500 under Decreto Supremo Nº 301-2025-EF. Conversions are for orientation only.

Key facts

Public debt over one year must be issued as	Bonds textTUO LMV art. 91, as of 2023-02-10 · in force
Non S.A. entities may issue bonds	Yes, private law legal entities textTUO LMV art. 91, as of 2023-02-10 · in force
Bondholders representative required	Yes, except institutional only issues on SMV conditions textTUO LMV art. 92, as of 2023-02-10 · in force
Maximum term of short term instruments including renewals	1 yearTUO LMV art. 102 and 103, as of 2023-02-10 · in force
Issuer may place commercial paper directly	Yes textTUO LMV art. 68, as of 2023-02-10 · in force
Debt securities are enforceable titles	Yes textTUO LMV art. 86, as of 2023-02-10 · in force

The rule

1. A public offer of debt securities with a term of more than one year may only be made through bonds, subject to the securities law and the obligations rules of the Ley General de Sociedades. Legal entities of private law other than sociedades anónimas may also issue bonds. This does not apply to banks or finance companies, whose bonds and other debt above one year follow the banking law.
Cost to do it: Issuance costs: structuring, legal, rating, intermediary and representative fees; SMV registration as described in the offerings page.
Example: A Peruvian S.A.C. owned by a foreign group can issue public bonds; it does not need to convert to an open S.A. to do so. / A US$100 million five year public note of a Peruvian company must be documented as bonds, not as loan participations.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023), Art. 91, 2023-02-10 official text · verified 2026-10-28

2. Every bond issue, including leasing bonds, requires a bondholders' representative, except issues addressed to institutional investors on conditions set by the SMV. Any person meeting SMV requirements may act, but never the issuer, the structuring entity or persons related to them.
Cost to do it: Annual representative fee, market priced.
Example: A bond sold to the public needs a trustee style representative bank that is not the arranger. / An institutional only bond can dispense with the representative if it meets the SMV conditions.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023); art. 92 as amended by Decreto Legislativo Nº 1061 and Ley Nº 29720, Art. 92, 2023-02-10 official text · verified 2026-10-28

3. In addition to the guarantees in the company law, a bond issue may be secured by bank letters of guarantee, bank deposits, foreign currency bank certificates deposited in a Peruvian institution, insurance surety bonds and others set by general rule. Guarantees can be registered in the name of the bondholders' representative without identifying the holders, and the custodian of guarantees may not be related to the issuer. The SMV notes that, under Ley Nº 29720, the limit in art. 305 of the Ley General de Sociedades does not apply to obligations issued by primary public offer.
Cost to do it: Cost of bank guarantees or surety bonds, if used.
Example: A real estate developer's bond can be backed by a surety bond from a Peruvian insurer registered in the name of the representative. / A foreign parent can support its subsidiary's bond through a standby letter of guarantee issued by a Peruvian bank.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023); Resolución SMV Nº 012-2026-SMV/01 recitals, TUO LMV art. 95, 2023-02-10 official text · verified 2026-10-28

4. Convertible bonds may be issued by public or private offer if the shareholders' meeting sets the bases and modalities of conversion and approves a capital increase in the necessary amount.
Cost to do it: Corporate approvals and capital increase registration costs.
Example: A listed company issuing S/ 100,000,000 of convertibles must approve the matching capital increase at the same time. / Conversion terms for a deal of about US$28,968,714 sit in the shareholders' resolution, not only in the indenture.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023), Art. 99, 2023-02-10 official text · verified 2026-10-28

5. Short term instruments are debt securities with terms of up to one year, issued as certificates or book entries; only commercial paper under the securities instruments law may be used, unless the SMV authorizes other instruments. They follow the Ley de Títulos Valores and SMV rules, with the company law obligations rules applying supplementarily, and their extension or renewal may never exceed one year from issue. Issuers may place them directly in a public offer without an intermediary.
Cost to do it: Lower distribution cost when placed directly by the issuer.
Example: A retailer issues 270 day commercial paper directly to investors; it cannot roll it to 18 months from the original issue. / Treasury programs of up to one year can run without a broker, which cuts placement costs on, say, US$20 million programs.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023); art. 87 and 102 as amended by Ley Nº 27287, Art. 68, art. 87, art. 102 and art. 103, 2023-02-10 official text · verified 2026-10-28

6. Debt securities issued by public or private offer are enforceable titles (títulos valores ejecutivos); for book entry securities, that status lies in the certificate issued by the settlement institution.
Cost to do it: Enforcement goes through executive proceedings; court costs not verified in this session.
Example: A holder of an unpaid private note can sue in an executive proceeding rather than an ordinary lawsuit. / Investors in book entry bonds request the settlement institution's certificate to enforce.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023); art. 86 as amended by Ley Nº 27287, Art. 86, 2023-02-10 official text · verified 2026-10-28

Feature	Bonds	Short term instruments
Term	More than one year	Up to one year including renewals
Instrument	Bonds under LMV and company law	Commercial paper unless SMV authorizes others
Intermediary	Required in public offers	Issuer may place directly
Bondholders representative	Required, with institutional exception	Applies where the issue terms or SMV rules require
Enforcement	Enforceable title	Enforceable title

Bonds versus short term instruments

Worked example

A S/ 200,000,000 (US$57,937,428) seven year public bond: registered program, rating, independent bondholders' representative, optional surety bond guarantee, placed through an intermediary.
A 360 day commercial paper program placed by the issuer directly: no intermediary, but it cannot be renewed beyond one year from the original issue date.

Step by step

Pick bonds (above one year) or commercial paper (up to one year).
Approve the issue at the competent corporate body; for convertibles, approve conversion bases and the capital increase.
Appoint an independent bondholders' representative unless the issue is institutional only under SMV conditions.
Arrange guarantees and a custodian unrelated to the issuer if the deal is secured.
Register with the SMV for public offers and place through an intermediary or directly for short term paper.

Common traps

The structurer or a related bank cannot be the bondholders' representative.
Rolling commercial paper beyond one year from issue breaches art. 103; refinance with bonds instead.
Banks and finance companies cannot rely on art. 91; their debt above one year follows the banking law.

Sources

← Public offerings and listings in Peru: when an offer is public, SMV registration and timelines, the prospectus and its liability, private placements, foreign securities on the Lima exchange and the 2026 SMV reformsTender offers and delisting in Peru: mandatory bids for significant stakes in listed companies, prior and subsequent bids, the 2026 SMV reform, delisting buyouts and sanctions →

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