Foreign investment

Foreign investment

Foreign Direct Investment Registry

Description

Investment from abroad in income generating economic activities, under any of the modalities set forth in Article 1 of Legislative Decree No. 662, are considered as foreign investment and must be registered before PROINVERSIÓN, as the Relevant National Agency.

 

The registration of the foreign investment guarantees the holder the right to transfer abroad, in freely convertible foreign currency, upon payment of the taxes required by law and without prior authorization from any authority of the Central Government or decentralized public agencies, the following:

  • The full proceeds from investments, including the sale of shares, participations or rights, reduction of capital or partial or total liquidation of companies; and
  • The full amount of dividends or proven net profits from its investment, as well as the consideration for the use or benefit of assets physically located in the country; and royalties and consideration for the use and transfer of technology, including any other element constituting industrial property authorized by the Relevant National Agency.

In all cases where foreign currency must be converted into domestic currency, or vice versa, foreign investors will have the right to use the most favorable buy/sell exchange rate at the time of the exchange transaction.

LEGAL GROUNDS

Legislative Decree N° 662

Procedure

PROINVERSION, through the Investor Services Bureau, registers foreign investment in accordance with the regulations in force and the procedures set forth in the TUPA:

PROCEDURE’S FLOW

START OF PROCESSING
PROINVERSION Parts Table
APPROVAL OF PROCESSING (25 BUSINESS DAYS)
Investor Services Directorate - DSI
RESOLUTION OF ADMINISTRATIVE APPEALS
The reconsideration is resolved by the DSI (20 business days).
* The appeal is resolved by the Executive Directorate (20 business days).

For all cases:

  • The forms, annexes and copies must be countersigned by the legal representative.
  • If the Accounting Entries and the Vouchers are included in the Public Deed of Capital Increase, only a copy of it shall be sufficient.
  • In cases where the investor requires that the Investment Record be taken into account for fulfilling investment commitments contained in a Legal Stability Agreement, it must submit:
    • Legalized copy of the Accounting Entry of Capitalization of the Daily Book.
    • Original or legalized copy of the document proving that the contribution was made from abroad and channeled through the National Financial System.
    • Public Deed of Capital Increase and Amendment of Bylaws, registered in the corresponding registry.

If you have any questions, please write at: registro@proinversion.gob.pe

Corresponds to the incorporation or capital increase of companies, joint venture agreements or similar, as well as the acquisition of assets physically located in the territory of the Republic or the acquisition of stock values. DOCUMENTATION TO BE SUBMITTED TO PROINVERSIÓN

Formulario 1

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Registro del 1 al 9. 

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REQUIREMENTS ACCORDING TO THE TYPE OF FOREIGN INVESTMENT TO BE REGISTERED

1. CAPITALIZATION OF CONTRIBUTIONS IN FREELY CONVERTIBLE CURRENCY
2. REQUIREMENTS
  • Form 1, duly completed.
  • Annex 1, duly completed.
  • Proof or document certifying that the contribution was made from abroad and channeled through the National Financial System.
  • Accounting Entry in the Journal for the capitalization of the new contribution.
  • In the case of contributions destined to the incorporation of companies, the transfer may be accredited in the name of the investor’s agent or attorney and such condition must be certified.
3. CAPITALIZATION OF PRIVATE OBLIGATIONS ABROAD
4. REQUIREMENTS
  • Form 1, duly completed.
  • Annex 1, duly completed.
  • Proof or document certifying that the contribution was made from abroad and channeled through the National Financial System.
  • Accounting Entry in the Journal, where the money entry and the credit registration with the foreign country are recorded.
  • Accounting Entry in the Journal for the capitalization of the loan.
5. CONTRIBUTIONS IN PHYSICAL OR TANGIBLE ASSETS
6. REQUIREMENTS
  • Form 1, duly completed.
  • Annex 1, duly completed.
  • Commercial Invoice free of payment.
  • Accounting Entry in the Journal for the capitalization of the new contribution.
  • In the case of importation, present an Import Document issued by the corresponding Customs Administration.
7. INTANGIBLE TECHNOLOGY CONTRIBUTIONS
8. REQUIREMENTS
  • Form 1, duly completed.
  • Annex 1, duly completed.
  • Certificate of registration of the brand, patent or other industrial property element, issued by INDECOPI, evidencing the right in force in the name of the investor.
  • Minutes of the Board of Directors or Shareholders Meeting, where the confirmation of the valuation made is recorded. In the case of joint ventures or similar, the corresponding contract must be submitted.
  • Accounting Entry in the Journal for the capitalization of the new contribution.
9. CONTRIBUTIONS IN LOCAL CURRENCY WITH DRAWING RIGHTS, FOR PROFITS, DIVIDENDS, ROYALTIES OR OTHER TYPES OF ACCRUED CREDITS.
10. REQUIREMENTS
  • Form 1, duly completed.
  • Annex 1, duly completed.
  • The availability of resources with drawing rights must be evidenced by a copy of the pertinent accounting documents.
  • In the case of royalties, a copy of the Resolution of Registration, before the relevant national agency, of the contract that generated the obligation, must be attached.
  • Accounting Entry in the Journal for the capitalization of the new contribution.
11. CONTRIBUTIONS IN LOCAL CURRENCY WITH DRAWING RIGHTS, FOR PROFITS, DIVIDENDS, ROYALTIES OR OTHER TYPES OF ACCRUED CREDITS.
12. REQUIREMENTS
  • Formular
  • Form 1, duly completed.
  • Annex 1, duly completed.
  • The availability of resources with drawing rights must be evidenced by a copy of the pertinent accounting documents.
  • In the case of royalties, a copy of the Resolution of Registration, before the relevant national agency, of the contract that generated the obligation, must be attached.
  • Accounting Entry in the Journal for the capitalization of the new contribution.
13. CAPITALIZATION OF PROFITS AND RESERVES
14. REQUIREMENTS
  • Form 1, duly completed.
  • Annex 1, duly completed.
  • Complementary information on the origin of the funds (e.g. fiscal year to which the profits belong).
  • Accounting Entry in the Journal for the capitalization of profits/reserves.
15. ISSUE PREMIUMS
  • Form 1, duly completed.
  • Annex 1, duly completed.
  • Information on the issuance of the shares, their nominal value and transaction value.
  • Proof or document certifying that the contribution was made from abroad and channeled through the National Financial System.
  • Accounting Entry in the Journal for the capitalization of premiums or their recording as additional capital.
16. BUSINESS REORGANIZATION
  • Form 1, duly completed.
  • Annex 1, duly completed.
  • Certified Copy of the Public Deed of reorganization of the company receiving the investment, duly registered with SUNARP, or proof of the Public Deed in the process of registration.
17. CAPITAL REDUCTION
  • Form 1, duly completed.
  • Annex 1, duly completed.
  • Accounting Entry in the Journal for the capital reduction.
18. INVESTMENTS IN ASSETS PHYSICALLY LOCATED IN THE TERRITORY OF THE REPUBLIC
  • Form 1, duly completed.
  • Annex 1, duly completed.
  • Powers evidencing the powers of representation granted by the investor to the legal representative.
  • The Public Deed of purchase and sale of the acquired property duly registered in the real estate registry.
  • Proof of the entry of the funds used for the cancellation of the property through the National Financial System, or in its absence, the accreditation that such funds come from resources with the right to draw.
  • The documents proving that the acquired asset constitutes an asset destined to an economic activity capable of generating income.

Annex 2

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19. INVERSIONES DESTINADAS A LA ADQUISICIÓN DE VALORES BURSÁTILES
  • Form 1, duly completed.
  • Annex 1, duly completed.
  • Proof or document certifying the channeling of contributions through the National Financial System, in which the name or company name of the acquiring investor must appear, as drawer abroad, against an account opened in a bank or financial entity abroad, in the name of the seller of the shares.
  • Customs Broker Policy.
  • Accounting Entry of Capitalization of the Journal.

Annex 3

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NOTE

  • In no case may the Accounting Entry of Capitalization of the Journal be replaced by accounting vouchers or Journal vouchers.
  • The Current Account Statement is insufficient to prove that the contribution was made abroad and channeled through the National Financial System.

It corresponds to the placement of ADR (American Depositary Receipt) or GDR (Global Depositary Receipt) REQUIREMENTS

  • Form 2, duly completed.
  • Documents certifying that the financial resources raised through the placement of securities in international markets on behalf of the company issuing the shares have been channeled through the National Financial System.
  • Contract executed by the company issuing the shares established in the country and the depositary bank backing the ADR or GDR issue.
  • Accounting Entry of Capitalization of the Journal.

In case the copies are not legalized, they must be authenticated by an official of PROINVERSIÓN. Contact Ms. Roxana Mayanga: rmayanga@proinversion.gob.pe.

 

Formulario 2

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1. ACQUISITION OF SHARES BY A NATIONAL INVESTOR
2. REQUIREMENTS
  • Form 3, duly completed.
  • Annex 4, duly completed.
  • Entry in the Shareholders’ Registry Book showing the new investor.
  • Certificate or document evidencing that contributions were channeled through the National Financial System, indicating the name or corporate name of the acquiring investor as the remitter abroad, and the corresponding account opened at a foreign bank or financial institution in the name of the seller of the shares.
3. TRANSFER OF SHARES BETWEEN FOREIGN INVESTORS
4. REQUIREMENTS
  • Form 3, duly completed.
  • Annex 4, duly completed.
  • Entry in the Shareholders’ Registry Book showing the new investor. (If the investment has been previously registered with the entity; otherwise, the supporting documents of the investment must be submitted).

Form 3

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Form 4

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