PERU Law and Practice Contributed by: Alfred Kossuth Wieland and Edgardo Bernal Santos, Thorne, Echeandia & Lema Abogados
In the case of public companies, minority sharehold - ers benefit from enhanced protections with respect to the delivery of shares and/or dividends. Specifically, a special procedure is established for requesting the delivery of shares and/or dividends, and a complaint mechanism is available to shareholders in the event such a request is denied. The key principles governing the position of minority shareholders in public companies include: • equal treatment of shareholders of the same class; • shareholders’ rights to participate and vote at Gen - eral Shareholders’ Meetings; • protection against the dilution of shareholdings; • transparency, information and communication with shareholders; and • arbitration as a mechanism for dispute resolution. By contrast, the typical rights of minority shareholders in private companies include: • the right to request the convening of a General Shareholders’ Meeting; • pre-emptive rights to subscribe for newly issued shares or to acquire existing shares; • representation on the board of directors; • the right to receive dividends; • the right to withdraw from the company; and • the right to obtain information regarding the com - pany’s management upon request. 4.3 Disclosure and Reporting Obligations As a general rule, there are no specific disclosure or reporting obligations triggered solely by the making, holding or disposal of foreign direct investments under Peruvian law; foreign investors are subject to the same reporting requirements applicable to domestic inves - tors. That said, certain corporate actions arising from an investment do give rise to ordinary filing obligations. For instance, any changes in the company’s manage - ment must be recorded with the public registry, while filings with the tax authority are only required where the appointed representatives are granted tax-related powers. Similarly, amendments to a company’s arti - cles of incorporation and by-laws must be registered
with the local public registry. Notification to the tax authority is generally not required, except in specific circumstances, such as changes to the company’s corporate name, registered address or corporate pur - pose. With respect to financial reporting, annual financial statements must be approved by the shareholders and subsequently included in the company’s annual sworn tax return filed with the Peruvian tax authority. In addition, legal entities (including privately held com - panies) are required to disclose their ultimate ben - eficial owners to the Superintendencia Nacional de Aduanas y de Administración Tributaria (SUNAT). For these purposes, the ultimate beneficial owner is the natural person who directly or indirectly owns at least 10% of the entity’s equity or exercises effective con - trol through means other than ownership. Where no individual meets these criteria, the obligation extends to identifying the person holding the highest mana - gerial position. This disclosure requirement has been implemented on a phased basis, in accordance with the deadlines established by SUNAT through super - intendency resolutions. Finally, where an investment involves the acquisition of a significant stake in a publicly listed company, the transaction must be disclosed to the Superintendency of the Securities Market as a material event. The securities market in Peru remains at a developing stage, given the volume of its transactions and its lim - ited liquidity. Stock market activity is concentrated in a relatively small number of issuers, which has resulted in a limited number of primary public offerings. However, as of November 2025, the average and median daily trading volumes on the Lima Stock Exchange amounted to approximately USD15.2 mil - lion and USD12.7 million, respectively, and the num - ber of retail investors participating in the Lima Stock Exchange has increased significantly over the past year. 5. Capital Markets 5.1 Capital Markets Overview
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