Executive summary

On 29 May 2026, Bill No. 14699/2025-CR (the Bill) was submitted to the Peruvian Congress. The Bill aims to enhance the competitiveness of the Peruvian tax system by introducing (1) tax neutrality/deferral treatment for certain cross-border intragroup restructurings, (2) amendments to the rules for indirect disposal of Peruvian shares under the Non-Resident Capital Gains Tax (NRCGT) regime and (3) updates to the determination of the tax basis of shares.

The main proposed measures are summarized below.

Tax neutrality for cross-border intragroup restructurings

The Bill proposes that certain international intragroup reorganizations (e.g., mergers, spin-offs, corporate migrations, liquidations, etc.) recognized under either Peruvian or foreign corporate law, and involving the direct or indirect transfer of Peruvian shares, will not qualify as a taxable disposal for NRCGT purposes, provided specific requirements are met:

• Same economic group requirement: All entities involved must belong to the same economic group, defined as entities under direct or indirect common control. This condition is met if at least 80% ownership is held continuously for a minimum period of 12 months prior to the transaction.
• Tax-basis rollover (no step-up): The shares transferred must not be revalued and must retain the same tax basis as before the reorganization.

Amendments to the indirect disposal of Peruvian shares under NRCGT regime

The Bill introduces targeted modifications to the indirect disposal of Peruvian shares, including clarifications on valuation methods and adjustments to the applicability thresholds.

(Note: In Peru, indirect disposal of Peruvian shares occurs when a nonresident entity owns shares in a Peruvian company, and the Peruvian company's shares are transferred to another entity. This is treated as a capital gains event under the NRCGT regime, even if the foreign entity is not directly selling the Peruvian shares.)

50% Threshold Test

An indirect disposal is taxable with NRCGT in Peru if 50% or more of the fair market value (FMV) of a non-Peruvian entity being directly transferred is derived from the underlying Peruvian shares during the preceding 12 months.

In this regard, the Bill clarifies that the FMV benchmark used to assess whether the 50% Threshold Test is met must be applied consistently to both the non-Peruvian entity being directly transferred and the Peruvian shares being indirectly transferred. Accordingly, the same valuation methodology (e.g., quoted market value, discounted cash flow, book value or other accepted methods) and reference date must be used for both elements of the comparison.

Tax-Unit Test

Under current rules, an indirect disposal of Peruvian shares is taxable with NRCGT in Peru when the agreed value for the indirectly transferred Peruvian shares equals to or exceeds 40,000 Peruvian Tax Units.

The Bill proposes an important limitation: the threshold would apply only if at least 10% of the shares of the non-Peruvian entity are transferred within a 12-month period.

Accordingly, an indirect disposal taxable with NRCGT in Peru arises only if both conditions are met:

1. The seller transfers at least 10% of the shares of the non-Peruvian entity in one or more transactions within any 12-month period.
2. The total value of the Peruvian shares that are indirectly transferred is equal to or exceeds 40,000 Peruvian Tax Units (approximately US$65m).

Tax-basis adjustments for shares

The Bill proposes changes to the determination of the tax basis (cost) of shares acquired for consideration:

• The acquisition cost would be adjusted using monetary correction indices issued by the Peruvian Ministry of Economy and Finance.
• The adjustment would be based on wholesale price indices published by Peru's official statistics agency, Instituto Nacional de Estadística e Informática.

Implications

If enacted, the Bill would represent a significant shift in Peru's tax framework for cross-border transactions, particularly by:

• Extending tax neutrality principles to international intragroup reorganizations
• Introducing greater precision and proportionality in the indirect disposal of Peruvian shares under the NRCGT regime
• Enhancing accuracy in capital gains taxation through inflation-adjusted tax basis

These changes are expected to improve legal certainty, competitiveness and alignment with international practices, particularly for multinational groups with investments in Peru.