PERU Trends and Developments Contributed by: Alfred Kossuth Wieland and Edgardo Bernal Santos, Thorne, Echeandia & Lema Abogados
Capital gains derived by a resident of a contracting state from the alienation of shares or interests may be taxed in the other state where, at any time during the preceding 365 days, at least 50% of their value is derived directly or indirectly from immovable property situated in that other state. Similarly, gains from the direct or indirect alienation of shares or rights representing at least 20% of the capital of a company resident in the other state may also be taxed in that state. Although the DTA’s effective date has not yet been formally established, it is expected that its provisions will become applicable as from 2026, subject to the completion of the necessary diplomatic procedures. New Law on Private Special Economic Zones During the last quarter of 2025, Peru enacted the law establishing a special tax and customs regime for Pri - vate Special Economic Zones (ZEEPs), aimed at pro - moting investment, industrial development, competi - tiveness and innovation. Permitted activities include duly accredited industrial, assembly and service activities involving the transformation of raw materials. The law grants a special tax regime to ZEEP opera - tors and users. From the commencement of opera - tions, ZEEP operators are subject to a 0% income tax rate for five years, which increases gradually every five years up to a maximum of 15%, after which the standard 29.5% corporate income tax rate applies. Transfers of goods and the provision of services between ZEEP users are exempt from value added tax (IGV) and excise tax. From a customs perspec - tive, the law allows goods to enter and remain within ZEEPs for authorised activities under a special cus - toms treatment. Corporate Governance At the beginning of 2025, the Ministry of Justice and Human Rights circulated a draft bill for a new General Corporations Law, which proposes the following mat - ters, among others: • updated rules on shareholders’ agreements and remote shareholders’ meetings;
• new provisions on challenging corporate resolu - tions; • changes to directors’ liability and board structure, including individual directors; • the creation of committees; and • the possibility of incorporating single-shareholder companies. The Superintendency of the Securities Market (SMV) has recently required public companies to explain any differences in directors’ remuneration and to disclose whether defined criteria are applied for appointing members of audit committees, including expertise in finance, accounting, auditing or risk management, industry experience and prior service on audit com - mittees. Overall, the regulatory trend in Peru reflects an increasing focus on transparency and the protection of shareholders’ rights. Activities Subject to AML/CFT Regulations Companies engaged in activities exposed to risks of money laundering, terrorist financing or proliferation financing are subject to supervision by the Financial Intelligence Unit (UIF). Such companies must imple - ment AML/CFT and proliferation financing prevention systems, including: • the appointment of a compliance officer; • internal know-your-client and know-your-employee policies; • transaction record-keeping based on thresholds; and • reporting obligations to the UIF. Entities qualifying as reporting entities include finan - cial institutions, lending companies, savings and cred - it co-operatives, credit card issuers, broker-dealers, mutual fund management companies and mining companies. During the past year, private investment fund man - agement companies not supervised by the SMV and certain factoring companies have been incorporated as new reporting entities. In addition, AML/CFT regu - lations applicable to online gaming and remote sports
462 CHAMBERS.COM
Powered by FlippingBook