Incentives for private investment

Legal Stability Agreements

Description

The Legal Stability Agreements are investment instruments promoters, which are implemented through the subscription of agreements with Peruvian Government, which stabilize guarantees for investors or companies receiving, as applicable, for its period of validity. These agreements may only be amended with the consent of both parties.

Characteristics

It is a Law-Agreement of civil, non-administrative nature. It is governed by the provisions of the Civil Code.

Who can apply?

Local and/or Foreign Investors and the Receiving companies of such investments.

Guarantees applicable to Investors

Stability of non-discrimination rights, Tax Income Regime applicable to investors, free disposal of currencies and rights to make remittances of gains, profit and royalties, applicable to foreign capitals.

Guarantees applicable to Receiving Companies

Stability of Tax Income Regimen, staff hiring regulations and export promotion schemes, provided that they are applied by the company after applying for the benefits.

Requirements

Make monetary contributions through the National Financial System, for no less than US$ 10 million, in the mining and hydrocarbon sectors, or US$ 5 million, in any other financial activities.

Modality

Contributions can be made into the capital of an existing company or a company to be created, through high-risk investments formalized with third parties, into companies participating in concession contracts and, finally, into investments that require purchasing more than 50% of the shares owned by a government company in process of privatization.

Validity

10 years, except for concessions with duration subject to the validity period of the concession contract.

Dispute resolution

Through Arbitration Tribunals, in accordance with the applicable Peruvian legislation on the matter.

Legal basis

LEGISLATIVE DECREE Nº 662

02/09/1991

COMPLEMENTARY LAWS

--/--/--

LEGISLATIVE DECREE No. 757 - APPROVAL OF FRAMEWORK LAW FOR THE GROWTH OF PRIVATE INVESTMENT

13/11/1991

SUPREME DECREE Nº 148-2008-EF

09/12/2008c1

SUPREME DECREE Nº 162-92-EF

12/10/1992

LEGISLATIVE DECREE Nº 1011

10/05/2008

Check the list of agreements signed with the state

Procedure

Through the subscription of these agreements, the Peruvian Government grants guarantees of legal stability to local and foreign investors, and to receiving companies of investment, both in the case of the incorporation of new companies, as well as for the increase of the share capital of established companies. The validity of the agreements is 10 years; in the case of concessions, the term of validity of the legal stability agreement is extended by the term of the concession.

WHAT STEPS SHOULD BE FOLLOWED TO SIGN AN AGREEMENT?

National and/or foreign investor / receiving company

Submission of application for subscription of agreement

ProInversión

Approval of application if TUPA requirements are met

Preparation of draft agreement for the applicant's approval

Investor approves draft agreement?

NO

YES

Next step

Sector*

If the applicant is a foreign investor

If the applicant is a national investor or host company

Reception of draft agreement and issuance of opinion

Does the sector have a favorable opinion?

NO

YES

Next step

*Sector: Ministry whose jurisdiction is directly or indirectly linked to the economic activity or corporate purpose of the company receiving the investment.

Participants

Subscription of agreement

Subscription of legal stability agreements with local / foreign investors

REQUIREMENTS BY MODALITY OF INVESTMENT COMMITMENT BY THE INVESTOR

Make, within a period of 2 years, capital contributions for an amount of not less than US$ 5 million in any sector of the economy, with the exception of the mining and hydrocarbon sectors.
Make, within a period of 2 years, capital contributions for an amount of not less than US$ 10 million in the mining and hydrocarbon sectors.
Make capital contributions to the beneficiary company of a concession contract, and that establishes in the contract, as a minimum, the amounts established in numerals 1 or 2, as appropriate.

DOCUMENTATION TO BE SUBMITTED TO PROINVERSIÓN

Power of attorney in Spanish where the powers of the representative to contract on behalf of the represented person are accredited, or a legalized copy thereof. The powers granted abroad must be legalized before the Ministry of Foreign Affairs, or have the corresponding Apostille.
Simple copy of the Identity Document of the representative who will sign the Agreement (for foreign representatives).
Legalized copy of the Testimony of the Public Deed of Social Constitution of the receiving company of investment, duly registered with SUNARP.
In cases where the investor's contribution is destined to the constitution of the company, a legalized copy of the Minute of Incorporation duly entered with the Notary must be presented.
If the investor or his representative is a foreigner, he must present a copy of the Passport stating his business visa, a copy of his Immigration Card, or failing that, the respective authorization granted by the General Directorate of Migration and Naturalization (DIGEMIN).
If the investor has made contributions to the capital stock of the company receiving the investment, before or during the application process for signing Agreement2, he must submit a legalized copy of the Capitalization Accounting Entry of the Daily Book that accredits said contributions (no voucher). If the Accounting Entry and the Bank Certificate are inserted in the Public Deed of Capital Increase, it will be sufficient to present a legalized copy of the Testimony in replacement of said documents.

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

DOCUMENTS

Form 5

Download

Base legal: Arts. 10, 11 y 13 del D. Leg. N° 662; Capítulo I del Título V del D. Leg. Nº 757; Ley Nº 27342; D.S. N° 162-92-EF; D.S N° 136-97-EF y D.S. N° 033-2000-EF. 2 Conforme al D. Leg. N° 1011, se podrán celebrar Convenios de Estabilidad Jurídica respecto de aportes al capital social efectuados hasta con una anterioridad máxima de 1 año a la fecha de suscripción.

Subscription of legal stability agreements with receiving companies of investment

REQUIREMENTS BY MODALITY OF INVESTMENT COMMITMENT BY THE INVESTOR:

That one of its shareholders has signed the corresponding Legal Stability Agreement as an Investor.
If tax stability is requested, the contributions to be received represent an increase of 50% with respect to the total amount of capital and reserves, and are destined to increase the productive capacity or the technological development of the company.

DOCUMENTATION TO BE SUBMITTED TO PROINVERSIÓN

Request addressed to the Directorate of Investor Services.
Form 6, duly completed and countersigned by the legal representative.
Legalized copy of the Testimony of the Deed of Social Incorporation of the company receiving the investment, duly registered with SUNARP.
Power of attorney where the powers of the representative to contract on behalf of the represented person are accredited, or a legalized copy thereof.
If the investor has made contributions to the capital stock of the company receiving the investment, before or during the application process for signing Agreement2, he must submit a legalized copy of the Capitalization Accounting Entry of the Daily Book that accredits said contributions (no voucher). If the Accounting Entry and the Bank Certificate are inserted in the Public Deed of Capital Increase, it will be sufficient to present a legalized copy of the Testimony in replacement of said documents.

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

DOCUMENTS

Form 6

Legal basis: Base legal: D. Leg. Nº 662; D. Leg. Nº 757; D.S. Nº 162-92-EF; D.S. N° 136- 97-EF; D.S. N° 048-98-EF y D.S. N° 033-2000-EF.

Subscription of addendum amending legal stability agreement

DOCUMENTATION TO BE SUBMITTED TO PROINVERSIÓN

Request addressed to the Directorate of Investor Services, which must specify the date on which the Legal Stability Agreement was signed; as well as duly substantiating the reason for the requested modification.
Form 7, duly completed and countersigned by the legal representative.
Power of attorney in Spanish, where the powers of the representative to contract on behalf of the represented person are accredited, or a legalized copy thereof. The Powers granted abroad must be legalized by the Ministry of Foreign Affairs, or have the corresponding Apostille.
If the investor or his representative is a foreigner, he must present a copy of the Passport, stating his business visa, a copy of his Immigration Card, or failing that, the respective authorization granted by the General Directorate of Migration and Naturalization (DIGEMIN).

DOCUMENTS

Form 7

Base legal: Art. 12 y sgtes. del D.Leg. Nº 662; Art. 38 y sgtes. del D. Leg. Nº 757; Ley Nº 27342; D.S. Nº 162-92-EF; D.S. Nº 136-97-EF y D.S. Nº 033-2000-EF. 2 Conforme al D. Leg. N° 1011, se podrán celebrar Convenios de Estabilidad Jurídica respecto de aportes al capital social efectuados hasta con una anterioridad máxima de 1 año a la fecha de suscripción.

Subscription of addendum of assignment of contractual position of legal stability agreements

DOCUMENTATION TO BE SUBMITTED TO PROINVERSIÓN

Solicitud dirigida a la Dirección de Servicios al Inversionista, en la cual se deberá precisar la fecha en que se suscribió el convenio de estabilidad jurídica.
Form 8, duly completed and countersigned by the legal representative.
Document in Spanish, which proves the legal existence of the assignee in your country of domicile, or a legalized copy thereof. The Documents granted abroad must be legalized by the Ministry of Foreign Affairs, or with the corresponding Apostille.
Powers of attorney in Spanish, where the powers of the representative to contract on behalf of the represented person are accredited, or a legalized copy thereof. The Powers granted abroad must be legalized by the Ministry of Foreign Affairs, or with the corresponding Apostille.
If the investor or his representative is a foreigner, he must present a copy of the Passport, stating his business visa, a copy of his Immigration Card, or failing that, the respective authorization granted by the General Directorate of Migration and Naturalization.

DOCUMENTS

Form 8

Base legal: D. Leg. Nº 662; D. Leg. Nº 757; D.S. Nº 162-92-EF; D.S. 136- 97-EF; D.S. 048-98-EF y D.S. 033-2000-EF.

Subscription of addendum to legal stability agreements by merger or spin-of

DOCUMENTATION TO BE SUBMITTED TO PROINVERSIÓN

Request addressed to the Directorate of Investor Services, which must specify the date on which the legal stability agreement was signed.
Form 9, duly completed and countersigned by the legal representative.
If you are the same legal representative of the initial Agreement, you must present a Certificate of Validity of the Powers.
If you are a new attorney, you must present a Power of Attorney where the powers of the representative to contract on behalf of the represented person are accredited, or a legalized copy thereof. The Powers granted abroad must be legalized by the Ministry of Foreign Affairs, or with the corresponding Apostille.
Legalized copy of the Merger or Excision Testimony as appropriate, registered with the corresponding registry, or in the process of registration, which will be accredited by the presentation of the relevant part or title.

DOCUMENTS

Form 9

Base legal: D. Leg. Nº 662; D. Leg. Nº 757; D.S. Nº 162-92-EF; D.S. 136- 97-EF; D.S. 048-98-EF y D.S. 033-2000-EF.