Sign up for tax alert emails    GTNU homepage    Tax newsroom    Email document    Print document    Download document

December 19, 2022

Peruvian Tax Authority rules that reverse merger between nonresident entities triggers indirect transfer of Peruvian shares

  • The Peruvian Tax Authority has established that a reverse merger between nonresident entities whereby the absorbing entity is the direct shareholder of a Peruvian entity triggers an 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).

Ruling 000087-2022

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


The information contained herein is general in nature and is not intended, and should not be construed, as legal, accounting or tax advice or opinion provided by Ernst & Young LLP to the reader. The reader also is cautioned that this material may not be applicable to, or suitable for, the reader's specific circumstances or needs, and may require consideration of non-tax and other tax factors if any action is to be contemplated. The reader should contact his or her Ernst & Young LLP or other tax professional prior to taking any action based upon this information. Ernst & Young LLP assumes no obligation to inform the reader of any changes in tax laws or other factors that could affect the information contained herein.


Copyright © 2024, Ernst & Young LLP.


All rights reserved. No part of this document may be reproduced, retransmitted or otherwise redistributed in any form or by any means, electronic or mechanical, including by photocopying, facsimile transmission, recording, rekeying, or using any information storage and retrieval system, without written permission from Ernst & Young LLP.


Any U.S. tax advice contained herein was not intended or written to be used, and cannot be used, by the recipient for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code or applicable state or local tax law provisions.


"EY" refers to the global organisation, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients.


Privacy  |  Cookies  |  BCR  |  Legal  |  Global Code of Conduct Opt out of all email from EY Global Limited.


Cookie Settings

This site uses cookies to provide you with a personalized browsing experience and allows us to understand more about you. More information on the cookies we use can be found here. By clicking 'Yes, I accept' you agree and consent to our use of cookies. More information on what these cookies are and how we use them, including how you can manage them, is outlined in our Privacy Notice. Please note that your decision to decline the use of cookies is limited to this site only, and not in relation to other EY sites or Please refer to the privacy notice/policy on these sites for more information.

Yes, I accept         Find out more