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Acquiring a Peruvian company: merger control, share transfer rules, takeover bids and the tax on the seller

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

Buying a Peruvian company needs no foreign investment approval, but deals that cross Ley Nº 31112's thresholds (combined Peruvian sales or assets of 118,000 UIT and at least two parties with 18,000 UIT each, about S/ 649 million and S/ 99 million in 2026) must be cleared by INDECOPI before closing. Shareholders of a closely held S.A.C. have a 30 day preemption right, buying 'significant' stakes in a listed company triggers a takeover bid, and a non resident seller pays Peruvian income tax on the gain, 30 percent on a private sale, also when an offshore holding is sold in an indirect transfer.

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 and shown in the Banco Central de Reserva del Perú statistics series PD04640PD. Amounts in UIT use the 2026 tax unit of S/ 5,500 (Decreto Supremo Nº 301-2025-EF, as cited in SUNAT Resolución de Superintendencia Nº 000016-2026). Amounts that the law sets in US dollars are quoted as written. Conversions are for orientation only.

Key facts

Merger control: combined Peruvian sales or assets of the parties	118000 UITLey 31112 art. 6.1 a, as of 2026-10-28 · in force
Merger control: Peruvian sales or assets of each of at least two parties	18000 UITLey 31112 art. 6.1 b, as of 2026-10-28 · in force
Merger control phase one review	30 business daysLey 31112 art. 21.4, as of 2026-10-28 · in force
Merger control phase two review (extendable by 30)	90 business daysLey 31112 art. 21.8, as of 2026-10-28 · in force
Tax on a non resident company's gain from a private (off exchange) sale of Peruvian shares	30 %LIR art. 56 j, as of 2026-10-28 · in force
Tax on a non resident company's gain from Peruvian shares sold on a Peruvian exchange	5 %LIR art. 56 h, as of 2026-10-28 · in force
Indirect transfer: Peruvian asset value test	50 %LIR art. 10 e) num. 1, as of 2026-10-28 · in force
S.A.C. shareholders' preemption period on share transfers	30 daysLGS art. 237, as of 2026-10-28 · in force

The rule

1. A concentration is any act that transfers or changes control of a company or part of it: a merger of independent firms, the direct or indirect acquisition of control, a full function joint venture, or the acquisition of control over another firm's operating productive assets. Intra group reorganizations, purely internal growth, operations with no effect in Peru and temporary control under insolvency or similar mandates are excluded. Acts between the same parties within two years count as a single operation.Ley Nº 31112, Ley que establece el control previo de operaciones de concentración empresarial (El Peruano, 7 January 2021), Art. 5.1 to 5.3, 2021-01-07 official text · verified 2026-10-28

2. Prior control applies when, in the fiscal year before notification, (a) the combined value of sales, gross income or assets in Peru of the parties reached 118,000 UIT or more and (b) at least two of the parties each reached 18,000 UIT or more. The parties must then request authorization from INDECOPI's Comisión de Defensa de la Libre Competencia before executing the deal. The thresholds can only be changed by a law.
Example: At the 2026 UIT, 118,000 UIT is S/ 649,000,000 and 18,000 UIT is S/ 99,000,000. / About US$188,006,952 and US$28,679,027.Ley Nº 31112, Art. 6.1 to 6.3, 2021-01-07 official text · verified 2026-10-28

3. After the filing is admitted, the Commission has 30 business days in phase one to decide whether the deal falls under the law and raises serious concerns. If it does, a second phase of up to 90 business days follows, extendable by up to 30 more, ending in authorization, authorization with conditions or prohibition. Appeals to the INDECOPI Tribunal are filed within 15 business days and decided within 90 business days.Ley Nº 31112, Art. 21.4 to 21.9; art. 26, 2021-01-07 official text · verified 2026-10-28

4. Failing to notify is a minor infringement; closing before notification, before the decision or before positive administrative silence is serious; breaching conditions or closing a prohibited deal is very serious. Fines follow the limits of the competition law (Decreto Legislativo Nº 1034). The Commission can order the deal to be unwound and impose coercive fines of 125 UIT, doubling for each further breach up to 16 times the first fine. Infringements are time barred after four years.
Example: The first coercive fine of 125 UIT is S/ 687,500 in 2026. / About US$199,160.Ley Nº 31112, Art. 27, art. 28, art. 30, art. 32 and art. 33, 2021-01-07 official text · verified 2026-10-28

5. In a sociedad anónima cerrada, a shareholder who intends to transfer shares must notify the company through the general manager, who informs the other shareholders within ten days; they then have thirty days to buy pro rata at the notified price and terms. The bylaws may also require the company's prior consent for transfers, and a refusal obliges the company to buy the shares at the price offered.Ley General de Sociedades, Ley Nº 26887, Art. 237 and art. 238, 1997-12-05 official text · verified 2026-10-28

6. Anyone who intends to acquire or increase, directly or indirectly, in one act or several, a significant stake in a company with at least one class of voting shares listed on the stock exchange must make a public takeover bid (OPA) to holders of voting shares and securities convertible into them. The SMV sets the thresholds, exceptions and consequences by regulation, and delisting a security triggers a mandatory purchase offer.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023), Art. 73, art. 74 and art. 76, 2023-02-10 official text · verified 2026-10-28

7. Non resident companies selling shares of a Peruvian company pay 5 percent on gains from securities sold within Peru and 30 percent on other income. A sale counts as made within Peru only when the shares are registered in the Registro Público del Mercado de Valores and traded on a Peruvian centralized trading mechanism; in a private sale to a non resident buyer, the non resident seller pays the tax directly within 12 business days of the month after receiving the price.
Example: A gain of S/ 10,000,000 on a private sale of S.A.C. shares owes S/ 3,000,000; on the Lima exchange it would owe S/ 500,000. / About US$869,061 versus US$144,843 on a gain of about US$2,896,871.Texto Único Ordenado de la Ley del Impuesto a la Renta; SUNAT Informe Nº 068-2012-SUNAT/4B0000, LIR art. 56 h) and j); Reglamento art. 30-B num. 3 and art. 39-A as explained in the Informe, 2012-06-22 official text · verified 2026-10-28

8. Selling shares of a foreign holding company is taxed in Peru as an indirect transfer when, in any of the 12 prior months, Peruvian companies represent 50 percent or more of the holding's market value and the seller and related parties transfer 10 percent or more of the holding within 12 months. It is also an indirect transfer whenever the Peruvian share of the value transferred within 12 months reaches 40,000 UIT, or when the holding is resident in a non cooperative or low tax jurisdiction.
Example: 40,000 UIT is S/ 220,000,000 in 2026. / About US$63,731,170.Texto Único Ordenado de la Ley del Impuesto a la Renta, as amended by Decreto Legislativo Nº 1424, Art. 10 e), 2018-09-13 official text · verified 2026-10-28

9. The Peruvian company whose shares are sold is jointly liable for the non resident seller's tax when, in any of the 12 months before the sale, the seller was related to it through control, management or capital; in indirect transfers a Peruvian branch or permanent establishment of the seller is also jointly liable and must provide valuation and ownership information.Texto Único Ordenado de la Ley del Impuesto a la Renta, art. 68 as amended by Decreto Legislativo Nº 1424 (in force 1 January 2019), Art. 68, 2018-09-13 official text · verified 2026-10-28

10. When the target holds registered foreign investment, the investor keeps the right to remit abroad, in freely convertible currency and without prior authorization, the full proceeds of selling its shares once the taxes due are paid.Decreto Legislativo Nº 662, Art. 7, 1991-09-02 official text · verified 2026-10-28

Issue	Trigger	Consequence	Source
INDECOPI merger control	118,000 UIT combined (S/ 649 million) and 18,000 UIT each for two parties (S/ 99 million)	Suspensory filing; 30 business days phase one, up to 90 plus 30 phase two	Ley 31112 art. 6 and 21
S.A.C. preemption	Any transfer by a shareholder	Other shareholders may buy within 30 days on the notified terms	LGS art. 237
Takeover bid	Significant stake in a company with listed voting shares	Mandatory OPA under SMV rules	TUO LMV art. 73
Seller's income tax	Non resident seller of Peruvian shares	30 percent off exchange, 5 percent on a Peruvian exchange	LIR art. 56 h) and j)
Indirect transfer	Offshore holding with 50 percent or more Peruvian value and 10 percent sold, or 40,000 UIT	Peruvian tax on the offshore sale; target can be jointly liable	LIR art. 10 e) and 68

Which approvals and taxes a typical share deal triggers (2026 UIT S/ 5,500, S/ 3.452 per US$).

Worked example

A foreign buyer acquires 100 percent of a Peruvian S.A.C. from a non resident parent for S/ 30,000,000; the seller's tax cost is S/ 20,000,000, so the gain is S/ 10,000,000 (about US$2,896,871).
Off exchange, the seller owes 30 percent, S/ 3,000,000 (about US$869,061), and must pay it directly to SUNAT within 12 business days of the month after receiving the price because the buyer is non resident (LIR art. 56 j; SUNAT Informe 068-2012). If the parent controlled the target in the prior 12 months, the target is jointly liable (art. 68), so the buyer should require proof of payment or a holdback.
If the buyer and target each have more than S/ 99,000,000 of Peruvian sales and together exceed S/ 649,000,000, closing must wait for INDECOPI clearance (Ley 31112 art. 6); closing early is a serious infringement (art. 27).

Step by step

Run the merger control test on prior year Peruvian sales or assets of buyer group and target, aggregating deals between the same parties over two years (Ley 31112 art. 5.3 and 6).
Check sector rules that limit foreign ownership or need regulator approval (see restricted activities).
Review the bylaws and LGS art. 237 and 238 for preemption and consent rights, and obtain waivers or run the 10 plus 30 day process.
If the target is listed, assess whether the stake crosses the SMV significant stake thresholds and plan the OPA.
Model the seller's Peruvian tax (5 or 30 percent, or the indirect transfer rules) and agree in the SPA who files and pays, with holdback or escrow given the target's joint liability (LIR art. 68).
File with INDECOPI if required and do not close until authorization or positive silence.
After closing, record the share transfer in the share register, update beneficial ownership filings and, for foreign buyers, register the investment with ProInversión.

Common traps

Merger control is suspensory: closing before clearance is a serious infringement and can lead to an unwinding order (Ley 31112 art. 27 and 32).
Thresholds use Peruvian sales or assets of the prior fiscal year and the deal values are in UIT, so they move each year with the UIT.
A 'private' share sale between two foreign companies is still Peruvian source income taxed at 30 percent when the shares are of a Peruvian company (LIR art. 56 j; SUNAT Informe 068-2012).
Indirect transfers can be caught even below the 10 percent test if the Peruvian value transferred reaches 40,000 UIT, and always when the holding sits in a low tax or non cooperative jurisdiction (art. 10 e).
The target company can be jointly liable for the seller's tax (LIR art. 68). Build tax indemnities and withholding mechanics into the SPA.
In an S.A.C., a sale made without running the preemption procedure can be challenged by the other shareholders (LGS art. 237).
Peru has no double taxation treaty with Argentina, so Argentine sellers cannot use a treaty to reduce the Peruvian tax on the gain; see the Argentine guide for the Argentine side.

Sources

← Selling to the Peruvian State: Ley General de Contrataciones Públicas Nº 32069, supplier registry, tenders, guarantees and disputesEnvironmental certification and prior consultation for investment projects in Peru: SEIA categories, SENACE and Ley Nº 29785 →

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