Countries › Peru › Guide › 13. Regulation › Merger control in Peru: when a deal needs INDECOPI clearance, the filing fee, the timetable and what gun jumping costs

Merger control in Peru: when a deal needs INDECOPI clearance, the filing fee, the timetable and what gun jumping costs

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

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

Any merger, acquisition of control, full function joint venture or purchase of operating assets must be cleared by INDECOPI before closing when the parties' Peruvian sales or assets reach 118,000 UIT combined (S/ 649 million, about US$188 million) and at least two parties reach 18,000 UIT each (S/ 99 million). Deals signed abroad are caught if the groups do business in Peru. Closing before clearance makes the closing acts void, notaries and registrars must refuse to record them, and the first gun jumping fine, 1,000 UIT, was imposed in September 2026. The filing fee is S/ 91,629.40 (about US$26,500). Phase 1 runs 30 business days from admission and phase 2 up to 120 more, and silence means approval.

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 based amounts use the 2026 UIT of S/ 5,500 set by Decreto Supremo Nº 301-2025-EF, as listed in the SUNAT UIT table. Fines expressed in UIT are paid at the UIT in force on the payment date. Conversions are for orientation only.

Key facts

Merger filing threshold, combined Peruvian sales or assets of the parties	118,000 UITLey Nº 31112 art. 6.1 a), as of 2026-10-28 · in force
Merger filing threshold, Peruvian sales or assets of at least two parties each	18,000 UITLey Nº 31112 art. 6.1 b), as of 2026-10-28 · in force
Merger filing mandatory and suspensory	Yes Ley Nº 31112 art. 23, as of 2026-10-28 · in force
Merger filing fee (ordinary or simplified)	91,629.40 PENTUPA INDECOPI, DS Nº 088-2025-PCM as amended by Res. Nº 000047-2026-PRE/INDECOPI, as of 2026-10-28 · in force
Time for INDECOPI to check the filing is complete	10 business daysLey Nº 31112 art. 21.2, as of 2026-10-28 · in force
Phase 1 review from admission	30 business daysLey Nº 31112 art. 21.4, as of 2026-10-28 · in force
Phase 2 review, maximum including extension	120 business daysLey Nº 31112 art. 21.8, as of 2026-10-28 · in force
Ex officio review window for deals below the thresholds	1 years after closingDS Nº 039-2021-PCM art. 23.4, as of 2026-10-28 · in force
Maximum fine for closing before clearance (serious infringement)	1,000 UITLey Nº 31112 art. 27.2 and 28; TUO DL Nº 1034 art. 46.1 b), 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 agents, the direct or indirect acquisition of rights giving sole or joint control, the creation of a joint venture that works as an autonomous economic entity, or the acquisition of control over another agent's operating productive assets. Control means the possibility of exercising decisive and continuous influence, through ownership or use of assets or through rights or contracts over the composition, deliberations or decisions of the company's bodies. Investment funds, Peruvian or foreign, are economic agents. The law covers deals made abroad that link, directly or indirectly, agents active in Peru. Intra group reorganisations, purely internal growth, growth with no effects in Peru, temporary control under insolvency or concession procedures, and temporary holdings by financial institutions bought for resale without exercising votes are outside the regime. Acts between the same parties within two years are treated as one deal, to be notified before the act that crosses the thresholds.
Cost to do it: Analysing whether a deal is a concentration is a private legal cost; INDECOPI's Technical Secretariat answers non binding prior consultations under art. 17.
Example: A private equity fund buys 51 percent of a Lima logistics company. The fund is an economic agent and the stake gives control, so the deal is a concentration under art. 5.1 b) and the thresholds must be checked. / Buying a 20 percent stake with veto rights over the budget and business plan can also give joint control; the test is decisive influence, not the percentage.Ley Nº 31112, Ley que establece el control previo de operaciones de concentración empresarial (El Peruano, 7 January 2021), Art. 2, art. 3 num. 1 and 2, art. 5.1, art. 5.2 and art. 5.3, 2021-01-07 official text · verified 2026-10-28

2. A concentration must go through prior control when, in the fiscal year before notification, both tests are met: the combined sales, gross income or asset value in Peru of the companies involved reaches 118,000 UIT, and at least two of them each reach 18,000 UIT. The regulation lets the parties use either Peruvian sales or gross income, or the book value of assets located in Peru. In a merger or joint venture, each party counts with its whole economic group. In an acquisition of control, the buyer counts with its whole group, but on the target side only the acquired agent and the companies it controls count; in an asset deal, only the sales or book value of the acquired operating assets count. The thresholds can only be changed by a norm with the rank of law.
Cost to do it: No fee to self assess. Building the group wide Peruvian sales and asset figures for each party is an accounting and legal cost.
Example: At the 2026 UIT, the combined threshold is S/ 649,000,000 and the individual threshold S/ 99,000,000. A buyer group with S/ 600 million of Peruvian sales acquiring a target with S/ 100 million must file; with a target of S/ 90 million and no other party above S/ 99 million it need not. / About US$188.01 million combined and US$28.68 million individual, at S/ 3.452 per dollar.Ley Nº 31112 art. 6.1 and 6.3; Reglamento de la Ley Nº 31112, Decreto Supremo Nº 039-2021-PCM (El Peruano, 4 March 2021), Art. 6.1 and 6.3 of the law; art. 4.1 to 4.5 and art. 5 of the Reglamento, 2021-03-04 official text · verified 2026-10-28

3. If a notifiable deal is within the thresholds before execution, the parties must apply for authorization to INDECOPI's Comisión de Defensa de la Libre Competencia. In a merger or acquisition of joint control all parties file jointly; in other cases the acquirer files. Execution is suspended until the authority rules or the procedure ends for good. A notifiable deal has no legal effect before express clearance or positive administrative silence, and executing it without filing or before clearance makes the resulting acts null and without legal effect, with no need for an administrative act. Notaries and public registrars are prohibited from registering notifiable deals that have not been authorized. Where control is acquired through a tender offer on the securities market, INDECOPI's ruling must come before the tender offer procedure at the SMV.
Cost to do it: The cost is time: signing and closing must be split, with clearance as a condition precedent.
Example: A share purchase signed on 2 November 2027 with a closing condition of INDECOPI clearance can only close after the clearance resolution or the expiry of the deadline with positive silence; the SUNARP filing of a merger needs that clearance. / For a cross border deal, the Peruvian clearance is usually one more condition precedent alongside other jurisdictions' approvals, and the filing must list them under the Reglamento art. 9.1 b) viii).Ley Nº 31112, Art. 6.2, art. 10.1, art. 10.2, art. 18, art. 23 and Fifth Final Complementary Provision, 2021-01-07 official text · verified 2026-10-28

4. The Technical Secretariat has 10 business days to check that the application is complete. If something is missing it grants 10 business days to cure, failing which the application is treated as not filed, and then has up to 5 business days to admit it. Within 30 business days of admission the Commission either clears the deal (or declares it outside the law) or, if it raises serious concerns, opens phase 2 and publishes a summary so third parties with a legitimate interest can intervene within 10 business days. Phase 2 lasts up to 90 business days, extendable by up to 30. Hearings requested by the parties can add up to 15 business days. Commitments suspend the clock for up to 15 business days, and by agreement for a further 15 business days in phase 1 or 30 in phase 2. If the Commission does not rule in time, positive administrative silence applies and the procedure ends. A denial or conditional clearance can be appealed within 15 business days, and the Tribunal rules within 90 business days.
Cost to do it: A clean phase 1 takes about 45 business days from filing (10 plus 5 plus 30) if nothing needs curing; with phase 2 and its extension, up to about 165 business days before suspensions.
Example: If a complete filing is made on 2 November 2026, admission can come by mid November and the 30 business day phase 1 deadline falls around the end of December 2026, depending on public holidays. / Plan for roughly two to three months for a straightforward deal and seven to nine months for one that goes to phase 2.Ley Nº 31112; Reglamento DS Nº 039-2021-PCM, Art. 8.4, art. 21.2 to 21.8, art. 24, art. 25.5 and art. 26 of the law; art. 6.2 and art. 9.5 of the Reglamento, 2021-01-07 official text · verified 2026-10-28

5. The parties may use a simplified application, with a shorter form, when either the parties and their groups are not active in the same product and geographic market and are not in the same production or value chain, or a party moves from joint control to sole control of an agent. The simplified form still needs the deal documents and a list of the parties' activities. Within 10 business days the Technical Secretariat can require the ordinary form if the conditions are not met or more information is needed. The simplified procedure follows the same phase 1 and phase 2 deadlines and positive silence.
Cost to do it: Same filing fee as the ordinary procedure, S/ 91,629.40, but less market data and professional time.
Example: A Chilean investor with no Peruvian business buys sole control of a Lima clinic it already co controlled with a local partner: it can file the simplified form under art. 10.1 b). / Same deal: the fee is still about US$26,544; the saving is in advisers' hours.Reglamento de la Ley Nº 31112, DS Nº 039-2021-PCM, Art. 10.1 to 10.5, 2021-03-04 official text · verified 2026-10-28

6. INDECOPI's procedures text (TUPA) sets the filing fee for both the ordinary application for prior authorization (code PA1400C2EE) and the simplified application at S/ 91,629.40, payable before filing with the payment reference stated in the application. The TUPA gives both procedures a maximum processing term of 150 business days, qualified as prior evaluation with positive administrative silence. A request to review a behavioural condition imposed in a clearance has its own TUPA procedure with a 135 business day term.
Cost to do it: S/ 91,629.40 per application, about US$26,544, plus legal and economic advisers.
Example: A filing made in November 2026 pays S/ 91,629.40 at INDECOPI's cash desk or through the payment channels listed in the TUPA, quoting the fee code. / About US$26,544 per filing, whatever the deal value.Texto Único de Procedimientos Administrativos del INDECOPI, approved by Decreto Supremo Nº 088-2025-PCM (El Peruano, 30 June 2025), consolidated with Resolución Nº 000047-2026-PRE/INDECOPI (El Peruano, 13 May 2026); Ley Nº 31112 art. 19, TUPA procedures 'Solicitud de autorización previa de una operación de concentración empresarial', 'Solicitud simplificada' and 'Solicitud de revisión de una condición de conducta'; art. 19 of the law, 2026-05-13 official text · verified 2026-10-28

7. Failing to file and not supplying requested information are minor infringements; executing a deal before filing, before the clearance resolution or before positive silence are serious infringements; breaching conditions or commitments, executing a prohibited deal, obstructing the investigation or giving false or incomplete information are very serious. Fines follow the competition law scale: minor up to 500 UIT, serious up to 1,000 UIT, very serious above 1,000 UIT, capped at 8, 10 and 12 percent of the offender's or its group's total sales or gross income in the previous year. The Commission can also order the deal to be unwound by dissolving the merger or selling the shares or assets acquired, and enforce its orders with coercive fines of 125 UIT that double on each repeat up to 16 times the first one. Infringements lapse four years after the last act.
Cost to do it: Up to S/ 5,500,000 for gun jumping (serious), and above that for very serious breaches, within the sales caps; a first coercive fine is S/ 687,500.
Example: A serious gun jumping fine of 1,000 UIT is S/ 5,500,000; the 16th coercive fine level would be 2,000 UIT, S/ 11,000,000. / About US$1.59 million for 1,000 UIT and US$199,160 for a first coercive fine.Ley Nº 31112 art. 27, 28, 30, 32 and 33; TUO del DL Nº 1034, Decreto Supremo Nº 111-2024-PCM (published 12 October 2024), Art. 27, art. 28, art. 30, art. 32 and art. 33 of Ley Nº 31112; art. 46.1 of the TUO, 2024-10-12 official text · verified 2026-10-28

8. Below the thresholds, the Technical Secretariat can open an ex officio review of a concentration with an impact in Peru, up to one year after closing, when there are reasonable indications that it may create dominance or harm competition. The regulation lists as special circumstances horizontal deals in concentrated markets, buying a small but fast growing or recently entered innovative rival, and serial acquisitions of competitors. The review has an evidence stage of up to 90 business days, extendable by 15. Parties below the thresholds can instead notify voluntarily before closing, in which case the deal cannot close until approved and the ordinary rules apply.
Cost to do it: No fee for a prior consultation; a voluntary notification follows the ordinary procedure.
Example: A dominant platform buys a two year old local competitor with S/ 30 million of sales: no mandatory filing, but INDECOPI can open a review within a year of closing, so a voluntary notification may be worth considering. / Same deal, about US$8.7 million of target sales: below the thresholds, still within the ex officio window.Ley Nº 31112 art. 6.4; Reglamento DS Nº 039-2021-PCM, Art. 6.4 of the law; art. 23, art. 24 and art. 27 of the Reglamento, 2021-03-04 official text · verified 2026-10-28

9. Enforcement record from INDECOPI press releases: on 15 September 2026 the Commission fined Integra Tec International Inc. and its group 1,000 UIT, at first instance and open to appeal, for acquiring 99.3 percent of Telefónica del Perú S.A.A. in April 2025 without notifying, the first gun jumping sanction under the general regime in force since 2021; the Commission rejected the argument that a first acquisition in Peru was not notifiable. On 13 August 2026 it cleared Abra Group's acquisition of Sky Airline after phase 2 on condition that the non compete and non solicitation clauses be limited in duration and scope, the sixth conditional phase 2 clearance since June 2021.
Cost to do it: The Integra Tec fine of 1,000 UIT equals S/ 5,500,000 at the 2026 UIT.
Example: A foreign buyer entering Peru for the first time with a large target still counts the target's Peruvian sales and its own group's; first entry is no exemption. / About US$1.59 million; INDECOPI also reviews ancillary restraints such as non competes when it clears a deal.INDECOPI press releases of 15 September 2026 and 13 August 2026 (Resolución Nº 203-2026/CLC-INDECOPI), Application of art. 7.4, art. 23 and art. 27 of Ley Nº 31112, 2026-09-15 official text · verified 2026-10-28

Step	Legal deadline	Source
Completeness check by the Technical Secretariat	10 business days from filing	Ley Nº 31112 art. 21.2
Cure of defects	10 business days, then up to 5 for admission	Ley Nº 31112 art. 21.3
Phase 1 decision	30 business days from admission	Ley Nº 31112 art. 21.4
Third party intervention in phase 2	10 business days from publication	DS Nº 039-2021-PCM art. 6.2
Phase 2 decision	Up to 90 business days, plus up to 30	Ley Nº 31112 art. 21.8
Commitments	Clock suspended up to 15 business days, plus 15 (phase 1) or 30 (phase 2) by agreement	Ley Nº 31112 art. 8.4
Appeal to the Tribunal	15 business days to appeal; 90 business days to decide	Ley Nº 31112 art. 26
Silence	Positive: deemed cleared	Ley Nº 31112 art. 25.5

Peru merger review timetable under Ley Nº 31112 and its Reglamento.

Item	Amount in UIT	S/ (2026 UIT)	US$
Combined threshold	118,000	S/ 649,000,000	US$188.01 million
Individual threshold (two parties)	18,000	S/ 99,000,000	US$28.68 million
Filing fee	Fixed in soles	S/ 91,629.40	US$26,544
Gun jumping fine cap (serious)	1,000	S/ 5,500,000	US$1.59 million
First coercive fine	125	S/ 687,500	US$199,160

Key merger control amounts converted at the 2026 UIT of S/ 5,500 and S/ 3.452 per US dollar.

Worked example

A US industrial group with S/ 520 million of Peruvian sales agrees to buy 70 percent of a Peruvian packaging company with S/ 140 million of sales. Combined S/ 660 million exceeds S/ 649,000,000 and both exceed S/ 99,000,000, so the buyer files with INDECOPI and pays S/ 91,629.40 (about US$26,544). The share transfer is signed with clearance as a condition. If there are no overlaps the buyer may use the simplified form; clearance in phase 1 means closing roughly 45 business days after filing.
If the same buyer closed first, the share transfer would be null under art. 23.2, the registrar could not record related acts, and the Commission could fine up to 1,000 UIT and order the shares sold.

Step by step

Map every party's economic group and its Peruvian sales or book assets for the previous fiscal year; apply the Reglamento art. 4 rules on which side counts the whole group.
Check whether earlier acts between the same parties in the last two years must be aggregated (art. 5.3).
If in doubt, ask the Technical Secretariat for a non binding prior consultation (art. 17).
Agree a signing and closing structure with INDECOPI clearance as a condition precedent and covenants that avoid any transfer of control before clearance.
Prepare the ordinary or simplified form, deal documents, board papers, internal studies and market data, and pay the TUPA fee.
Track the 10, 5 and 30 business day milestones, and prepare commitments early if phase 2 is likely.
After clearance, record the deal with notaries and SUNARP, and diarise any behavioural conditions and their review dates.

Common traps

Thresholds count Peruvian sales or assets of whole economic groups on the buyer side, so a small target can trigger a filing.
Gun jumping makes closing acts void, not just fineable, and notaries and registrars must refuse to record them.
A first acquisition in Peru by a foreign group is not exempt; INDECOPI fined such a deal 1,000 UIT in 2026.
Non compete and non solicitation clauses broader than needed can become conditions of clearance.
Deals below the thresholds can still be reviewed ex officio for a year after closing.
When control comes through a tender offer, INDECOPI must rule before the SMV tender offer procedure starts.
Argentine and other foreign buyers count only Peruvian sales or assets, but of their whole group; filings elsewhere must be disclosed in the Peruvian form.

Sources

← Regulation in Peru: merger control, cartels and competition fines, personal data, corporate liability for corruption and anti money launderingCartels, abuse of dominance and competition fines in Peru: what is banned outright, leniency, prison for cartels and how fines are set →

Get rule changes weekly

Free. One email a week from The LatAm Thread.

One more step after you press the button: we take you to Substack, where your email is already filled in. Confirm there to start. No spam, unsubscribe anytime, we never share your address. By subscribing you agree to the privacy policy.