December 19, 2022
Peruvian Tax Authority rules that reverse merger between nonresident entities triggers indirect transfer of Peruvian shares
On 5 December 2022, the Peruvian Tax Authority published Ruling 000087-2022 confirming that a reverse merger performed between nonresident entities where the absorbing entity is a direct shareholder of a Peruvian entity triggers an indirect transfer of Peruvian shares.
A reverse merger is performed between a foreign company (Company A), which is absorbed by its foreign subsidiary (Company B), with Company A being owned by another foreign entity (Company C) and Company B the direct shareholder of a Peruvian company (Company D).
The Peruvian Tax Authority interpreted that a reverse merger triggers the transfer of the ownership of the absorbing entity’s shares.
Under this interpretation, the Peruvian Tax Authority concluded that for purposes of an indirect transfer of shares regulated in the Peruvian Income Tax Law, the reverse merger whereby Company A (headquarters) is merged into its subsidiary Company B, who in turn owns Peruvian shares of Company D, involves the transfer of shares of Company B, and therefore, the indirect transfer for the Peruvian Company D.
For additional information with respect to this Alert, please contact the following:
Ernst & Young Asesores S.C.R.L, Lima
Ernst & Young LLP (United States), Latin American Business Center, New York
Ernst & Young LLP (United Kingdom), Latin American Business Center, London
Ernst & Young Tax Co., Latin American Business Center, Japan & Asia Pacific