Countries › Peru › Guide › 10. Capital markets and finance › 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 reforms
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 reforms
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Last verified: 2026-10-28 · Status: Changing
An invitation to the public or a segment of it to buy securities is a public offer in Peru and needs prior registration of the securities in the Registro Público del Mercado de Valores kept by the Superintendencia del Mercado de Valores (SMV), with a licensed intermediary in most cases; registration needs no administrative authorization and the SMV has 30 days to register, or 7 days for repeat issuers. Offers aimed only at institutional investors or with a minimum unit of S/ 250,000 are private by law, and registered issuers must disclose material events immediately and file financial statements at least quarterly. In 2026 the SMV added the Colombian and Chilean exchanges and their main indices to the automatic listing route for foreign securities (April) and rewrote the primary offering regulation to consolidate requirements and make several filings automatic (August).
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
| Securities regulator | Superintendencia del Mercado de Valores (SMV) textTUO LMV art. 7, as of 2023-02-10 · in force |
|---|---|
| Public offers need prior registration | Yes, without administrative authorization textTUO LMV art. 19 and 51, as of 2023-02-10 · in force |
| Minimum unit value deemed private offer | 250000 PENTUO LMV art. 5 b), as of 2023-02-10 · in force |
| Offers only to institutional investors are private | Yes textTUO LMV art. 5 a), as of 2023-02-10 · in force |
| SMV registration period | 30 daysTUO LMV art. 22, as of 2023-02-10 · in force |
| SMV registration period, frequent issuers | 7 daysTUO LMV art. 23, as of 2023-02-10 · in force |
| Years of audited financial statements for primary offer | 2 yearsTUO LMV art. 59 d), as of 2023-02-10 · in force |
| Licensed intermediary required for public offers | Yes, with exceptions textTUO LMV art. 52, as of 2023-02-10 · in force |
| Financial reporting frequency for registered issuers | At least quarterly textTUO LMV art. 31, as of 2023-02-10 · in force |
The rule
1. A public offer of securities is an adequately disseminated invitation by one or more persons to the public in general or to certain segments of it to place, acquire or dispose of securities. Any offer not covered by that definition is private, and the law deems private, in any case: offers made exclusively to institutional investors (who may only resell to other institutional investors unless the security is registered), offers whose lowest nominal or placement value per unit is at least S/ 250,000 (which may not be resold in smaller units), and other cases the SMV establishes.
Cost to do it: Private placement route: no SMV registration fee; minimum unit S/ 250,000 (US$72,422) for the unit value exemption.
Example: A Lima company placing S/ 20,000,000 of notes in S/ 250,000 units with local family offices uses the private offer route without SMV registration. / Notes in units of about US$72,422 or more, or sold only to institutional investors, avoid public offer rules.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023); art. 5 as amended by Ley Nº 29720, Art. 4 and art. 5, 2023-02-10 official text · verified 2026-10-28
Cost to do it: Private placement route: no SMV registration fee; minimum unit S/ 250,000 (US$72,422) for the unit value exemption.
Example: A Lima company placing S/ 20,000,000 of notes in S/ 250,000 units with local family offices uses the private offer route without SMV registration. / Notes in units of about US$72,422 or more, or sold only to institutional investors, avoid public offer rules.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023); art. 5 as amended by Ley Nº 29720, Art. 4 and art. 5, 2023-02-10 official text · verified 2026-10-28
2. Public offer securities and issuance programs must be registered in the Registro Público del Mercado de Valores, without prior administrative authorization; registration of securities not offered publicly is optional but subjects the issuer to the law. Public offers require prior registration except for securities issued by the central bank and the central government, and require the intervention of a licensed intermediary, except for direct placement of short term instruments, of non equity securities of SBS supervised firms where the banking law allows, and primary placement of mutual fund and investment fund units.
Cost to do it: Intermediary fees are market priced; no SMV registration fee figure was verified in this session.
Example: A mining company issuing S/ 300,000,000 of public bonds must register the program and use a stockbroker or other licensed intermediary to place them. / A Peruvian issuer selling commercial paper to the public may place it directly without an intermediary.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023), Art. 19, art. 51, art. 52 and art. 68, 2023-02-10 official text · verified 2026-10-28
Cost to do it: Intermediary fees are market priced; no SMV registration fee figure was verified in this session.
Example: A mining company issuing S/ 300,000,000 of public bonds must register the program and use a stockbroker or other licensed intermediary to place them. / A Peruvian issuer selling commercial paper to the public may place it directly without an intermediary.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023), Art. 19, art. 51, art. 52 and art. 68, 2023-02-10 official text · verified 2026-10-28
3. To register a security for a primary public offer the issuer files a letter from its legal representative, the issuance resolution with the terms of the securities, a draft prospectus and audited financial statements with notes for the last two years where its age allows, and obtains a risk rating where required. The prospectus must contain all information needed to decide, including risk factors, the names and signatures of the structuring entity and the issuer's main administrative, legal, accounting and finance officers, the audited financial statements, guarantees and placement procedure. The SMV may exempt categories of placements from some requirements.
Cost to do it: Costs: audit of two years of financial statements, risk rating fees, legal and structuring fees.
Example: An issuer incorporated eighteen months ago files the audited statements for the period it has existed. / Budget for two audited years and a rating before a first public bond of, say, US$50 million.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023), Art. 59, art. 60 and art. 61, 2023-02-10 official text · verified 2026-10-28
Cost to do it: Costs: audit of two years of financial statements, risk rating fees, legal and structuring fees.
Example: An issuer incorporated eighteen months ago files the audited statements for the period it has existed. / Budget for two audited years and a rating before a first public bond of, say, US$50 million.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023), Art. 59, art. 60 and art. 61, 2023-02-10 official text · verified 2026-10-28
4. The SMV has 30 days from filing to register a security or program; the period extends by the days the applicant takes to answer the SMV's one round of observations, and once they are answered the SMV has 5 days to register. For issuers that made public offers of the same class in the previous 12 months and were not sanctioned for serious or very serious infractions, the period is at most 7 days. Registration does not certify the quality of the security, the issuer's solvency or the risks of the offer.
Cost to do it: Time cost: up to 30 days plus response time, or 7 days for frequent issuers.
Example: A bank that issued bonds publicly in March can register a new bond class in October within 7 days. / A first time foreign owned issuer should plan at least 30 days of SMV review plus time to answer observations.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023), Art. 22, art. 23 and art. 24, 2023-02-10 official text · verified 2026-10-28
Cost to do it: Time cost: up to 30 days plus response time, or 7 days for frequent issuers.
Example: A bank that issued bonds publicly in March can register a new bond class in October within 7 days. / A first time foreign owned issuer should plan at least 30 days of SMV review plus time to answer observations.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023), Art. 22, art. 23 and art. 24, 2023-02-10 official text · verified 2026-10-28
5. The persons who sign the prospectus (structuring entity and the issuer's main administrative, legal, accounting and finance officers) are jointly liable with the issuer or offeror to investors for inaccuracies or omissions within their professional or functional competence. An issuer that has failed its disclosure duties under art. 30 to 35 may not make public offers until it regularizes.
Cost to do it: Exposure is civil liability; directors' and officers' insurance and due diligence are the usual cost.
Example: The CFO who signs a prospectus that omits a material lawsuit can be sued by bondholders together with the issuer. / Foreign parent officers who sign as the issuer's finance officer assume the same joint liability.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023); art. 65 as replaced by Ley Nº 27649, Art. 65 and art. 67, 2023-02-10 official text · verified 2026-10-28
Cost to do it: Exposure is civil liability; directors' and officers' insurance and due diligence are the usual cost.
Example: The CFO who signs a prospectus that omits a material lawsuit can be sued by bondholders together with the issuer. / Foreign parent officers who sign as the issuer's finance officer assume the same joint liability.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023); art. 65 as replaced by Ley Nº 27649, Art. 65 and art. 67, 2023-02-10 official text · verified 2026-10-28
6. Registering a security obliges the issuer to report to the SMV and, where relevant, the exchange, and to disclose truthfully, sufficiently and promptly, material events including ongoing negotiations, as soon as they occur or the issuer learns of them; materiality is measured by the influence on a sensible investor. Issuers must also file financial statements and indicators at least quarterly and an annual report with the minimum content set by the SMV.
Cost to do it: Ongoing cost of quarterly reporting and a market relations function.
Example: A listed company that signs a term sheet to sell its main plant must consider disclosing it as a material event immediately. / Quarterly reporting applies to a foreign owned issuer with only bonds registered, not only to equity issuers.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023); art. 30 as replaced by Ley Nº 27649, Art. 30 and art. 31, 2023-02-10 official text · verified 2026-10-28
Cost to do it: Ongoing cost of quarterly reporting and a market relations function.
Example: A listed company that signs a term sheet to sell its main plant must consider disclosing it as a material event immediately. / Quarterly reporting applies to a foreign owned issuer with only bonds registered, not only to equity issuers.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023); art. 30 as replaced by Ley Nº 27649, Art. 30 and art. 31, 2023-02-10 official text · verified 2026-10-28
7. The SMV amended the primary offering regulation (Resolución CONASEV Nº 141-98-EF/94.10) to consolidate in one text all requirements for registering public offer securities under the general and anticipated regimes by type of security, require the issuer's internal conduct rules for material events and the appointment of a market representative, make the registration of an updated framework prospectus after three years and of non fundamental variations automatic approval procedures, allow all issuers to incorporate by reference documents already filed with the SMV, and update the conditions to qualify as a qualified issuer. Failure to update the framework prospectus prevents new offers. The resolution took effect the day after publication in El Peruano.
Cost to do it: Lower filing costs through incorporation by reference and automatic approvals; no new fee identified.
Example: A program issuer updating its framework prospectus in year four gets automatic registration instead of prior review. / Frequent foreign owned issuers in Lima save review time on routine prospectus updates.Resolución SMV Nº 012-2026-SMV/01 (dated 27 August 2026), amending the Reglamento de Oferta Pública Primaria y de Venta de Valores Mobiliarios, Art. 1 to 9, 2026-08-27 official text · verified 2026-10-28 · changed: Resolución SMV Nº 012-2026-SMV/01 of 27 August 2026 rewrote the primary offering requirements and made some filings automatic.
Cost to do it: Lower filing costs through incorporation by reference and automatic approvals; no new fee identified.
Example: A program issuer updating its framework prospectus in year four gets automatic registration instead of prior review. / Frequent foreign owned issuers in Lima save review time on routine prospectus updates.Resolución SMV Nº 012-2026-SMV/01 (dated 27 August 2026), amending the Reglamento de Oferta Pública Primaria y de Venta de Valores Mobiliarios, Art. 1 to 9, 2026-08-27 official text · verified 2026-10-28 · changed: Resolución SMV Nº 012-2026-SMV/01 of 27 August 2026 rewrote the primary offering requirements and made some filings automatic.
8. Foreign securities can be registered in Peru at the issuer's request if they trade on foreign exchanges listed in Section I of Annex 15 of the registration regulation, or automatically at the request of an exchange or promoting agent if they meet the conditions in Section II, provided the foreign market is supervised by a signatory to Annex A of the IOSCO multilateral memorandum. In April 2026 the SMV added the Bolsa de Valores de Colombia with its MSCI COLCAP index and the Bolsa de Comercio de Santiago with its S&P IPSA index to Section II, at the request of the Bolsa de Valores de Lima.
Cost to do it: No issuer cost for automatic registration requested by the exchange or a promoting agent.
Example: A Lima broker can now ask for automatic registration of a COLCAP index stock so local investors trade it on the BVL. / Chilean and Colombian blue chips join the foreign securities that can be quoted in Lima through the automatic route.Resolución SMV Nº 006-2026-SMV/01 (dated 6 April 2026), amending Annex 15 of the Reglamento de Inscripción y Exclusión de Valores Mobiliarios (Resolución SMV Nº 031-2012-SMV/01), Art. 1; Annex 15 Section II, 2026-04-06 official text · verified 2026-10-28 · changed: Resolución SMV Nº 006-2026-SMV/01 of 6 April 2026 added the Colombian and Chilean exchanges and indices to Section II of Annex 15.
Cost to do it: No issuer cost for automatic registration requested by the exchange or a promoting agent.
Example: A Lima broker can now ask for automatic registration of a COLCAP index stock so local investors trade it on the BVL. / Chilean and Colombian blue chips join the foreign securities that can be quoted in Lima through the automatic route.Resolución SMV Nº 006-2026-SMV/01 (dated 6 April 2026), amending Annex 15 of the Reglamento de Inscripción y Exclusión de Valores Mobiliarios (Resolución SMV Nº 031-2012-SMV/01), Art. 1; Annex 15 Section II, 2026-04-06 official text · verified 2026-10-28 · changed: Resolución SMV Nº 006-2026-SMV/01 of 6 April 2026 added the Colombian and Chilean exchanges and indices to Section II of Annex 15.
| Situation | Treatment | Source |
|---|---|---|
| Invitation disseminated to the public or a segment | Public offer: register first | TUO LMV art. 4, 19, 51 |
| Offer only to institutional investors | Private by law; resale limited | TUO LMV art. 5 a) |
| Lowest unit value S/ 250,000 or more (US$72,422) | Private by law; no resale in smaller units | TUO LMV art. 5 b) |
| Central bank or central government securities | Public offer exempt from registration | TUO LMV art. 51 |
Public or private: quick test under the Peruvian securities law
Worked example
- A S/ 50,000,000 (US$14,484,357) bond: as a public offer it needs program registration, a rating, two audited years and an intermediary, with SMV review of up to 30 days; placed only with pension funds and insurers it is a private offer.
- A repeat issuer with a clean record and a bond of the same class in the last 12 months can expect registration within 7 days.
Step by step
- Decide public or private route; for private, confirm every buyer is institutional or units are at least S/ 250,000.
- For public offers, obtain a risk rating and two years of audited statements; appoint a structurer and an intermediary.
- File the registration with the SMV through its electronic system, answer the single round of observations, and expect up to 30 days (7 for frequent issuers).
- After registration, publish the prospectus and place within the period the SMV sets; disclose material events and file quarterly statements.
- Keep the framework prospectus updated; under Resolución SMV Nº 012-2026-SMV/01 an outdated framework prospectus blocks new offers.
Common traps
- Reselling privately placed notes to non institutional buyers without registering the security breaches art. 5.
- An offer advertised on social media to Peruvian residents can be a public offer even if the documents call it private.
- Late or missing material event disclosures bar any new public offer until regularized (art. 67).
- The 2026 amendments change the text of the primary offering regulation; older checklists may list requirements that moved or were removed.
Sources
- TUO de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (SMV)
- Resolución SMV Nº 012-2026-SMV/01, gob.pe norm page
- Resolución SMV Nº 012-2026-SMV/01, PDF (gob.pe)
- Resolución SMV Nº 006-2026-SMV/01, PDF (gob.pe)
Related pages
- finance/corporate-bonds-and-short-term-instruments
- finance/tender-offers-and-delisting
- finance/listed-company-governance-and-market-abuse
- taxes/capital-gains
- finance/capital-markets-banking-and-credit
- /country/peru/
- /calendar/
- Live dashboard
- https://theargentinethread.com/guide/
Related: Peru country profile · live dashboard · central bank and release calendar · our posts on X
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