The legislative decree modifies the tax treatment of silent partnerships. Specifically, the legislative decree establishes that income distributed to the silent partner will be considered dividends and dividends distributed to nonresident silent partners will be considered Peruvian-source income, subject to 5% withholding.

On March 26, 2022, Peru's President enacted Legislative Decree 1541, amending the Income Tax Law to modify the silent partnership rules.

Background

On April 2, 2021, the Peruvian Tax Court published, in the Official Gazette, Resolution 02398-11-2021, which established that income distributed to a silent partner should be treated as dividends. The Resolution is mandatory, which means the Peruvian tax authority must follow it. For information on this issue, see Tax Alert 2021-0721.

On October 27, 2021 Peru's President asked Congress for the power to enact tax measures. On December 27, 2021, the Congress approved the President's request to enact different tax measures, including modifications to the silent partnership rules. For information on the approval of the President's request to enact certain tax measures, see Tax Alert 2022-0004.

Legislative Decree 1541

Legislative Decree 1541 establishes the following tax treatment for silent partnerships:

• Income distributed to the silent partner will be deemed as dividends for the silent partner.
• Dividends distributed to a nonresident silent partner will be considered Peruvian-source income subject to 5% withholding.
• For distributions of dividends in kind, the active partner will consider as profit or loss the difference resulting from subtracting the tax basis from the fair market value of the asset/good distributed to the silent partner.
• Payments made by the active partner to the silent partner are not deductible for corporate tax purposes by the active partner.

The Resolution is effective January 1, 2023.

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