Capital Markets Newsletter - August 2025
Themes
SMV REGULATIONS
The Superintendency of Securities Market (SMV) amends the Alternative Securities Market Regulations, approved by SMV Resolution No. 025-2012-SMV/01 (MAV Regulations). Through SMV Resolution No. 013-2025-SMV/01, published in the Official Gazette El Peruano on August 22, 2025, the SMV approved the amendment of the MAV Regulations for the purposes of simplification and flexibility, the main provisions being as follows:
- The possibility of accessing the Alternative Securities Market (MAV) is expanded, raising the maximum amount of average annual income from the sale of goods or provision of services in the last five fiscal years that companies wishing to access the market may have from 350 million to 450 million soles (or its equivalent in dollars).
- A Single Procedure Format (MAV) is established in order to standardize the submission of applications under said regulation.
- The securities registration scheme is incorporated under the modalities of “advance procedure” (for multiple issues) and “general procedure” (for single issues), applicable to public offerings in general.
- The requirements applicable to securities registration procedures, programs, and other procedures are consolidated in the regulation.
- Specific requirements for the placement of securities under the MAV are incorporated.
- The types of bonds and short-term instruments that may be issued are specified, as well as the specific guarantees that may be used.
- The conversion to a publicly traded corporation of companies that make a public offering of shares on the MAV is regulated.
- The amendments that constitute fundamental changes (which require prior approval by the SMV to be included in the offering documentation) and those that do not, whose approval will be automatic, are detailed.
- An exception is established for companies that participate only in the MAV, which are not required to submit economic group information forms, but only a diagram of the economic group.
- The contribution to the SMV applicable to companies participating in the MAV is reduced from 40% to 1%, both in terms of registration and secondary trading.
SMV DRAFTS
The SMV approves the dissemination of the draft that modifies the Annex to the Report, section (10150) Report on compliance with the Code of Good Corporate Governance for Peruvian Companies. – Through Resolution SMV No. 012-2025-SMV/01, published in the Official Gazette El Peruano on August 18, 2025, the Superintendency of Securities Market approved the dissemination of the aforementioned regulatory draft whose main proposals are as follows:
- Specify in the report whether there are differences in the remuneration received by the company's directors.
- Include in the report the obligation to indicate whether there are requirements for membership of the Audit Committee, whether the Board of Directors evaluated the effectiveness of that committee, and whether its members received specialized training.
SBS REGULATIONS
The Superintendency of Banking, Insurance, and Private Pension Fund Administrators (SBS) approves the new Regulations for the Classification and Valuation of Investments by Companies in the System.- Through SBS Resolution No. 02664-2025, published in the Official Gazette El Peruano on August 1, 2025, the SBS approved the aforementioned regulations with the aim of harmonizing its accounting standards with International Financial Reporting Standards (IFRS).
The main provisions of the new regulations include the following:
- Incorporation of new definitions, including “financial asset,” “financial instrument,” “investment instruments,” “debt instrument,” “equity instrument,” and “hybrid financial instrument”.
- Entities are required to have a separate Investment Policy for each “business model” under which they must manage their investments to generate cash flows, and the minimum content of such policy is also established.
- Regulation of investment management through business models, which determine how investments are classified. Companies are allowed to manage their investments using more than one business model.
- New rules applicable to the classification of investments.
- New rules for the initial recording, subsequent measurement, and valuation of investments.
- Additional requirements if the entity is responsible for the custody of its investments.
- New prohibitions on trading instruments.
- Rules relating to conflicts of interest involving persons responsible for approving investment policies, those responsible for ensuring compliance, and those involved in the investment process.
- Requirements relating to the infrastructure and procedures that entities must have in place for trading instruments.
SBS approves new Regulations for the Trading and Accounting of Derivative Financial Instruments in Financial System Companies. – Through SBS Resolution No. 02665-2025, published in the Official Gazette El Peruano on August 1, 2025, the SBS approved the new regulations, also with the aim of harmonizing them with International Financial Reporting Standards (IFRS).
The main provisions of the new regulations include the following:
- New definitions are included for the application of its provisions, including those of “underlying asset,” “embedded derivative,” “financial instrument,” “derivative financial instrument,” “debt instrument,” “equity instrument,” and “hybrid financial instrument".
- The duty to include credit risk adjustments in the fair value measurements of derivative financial instruments is established.
- The treatment of instruments that require or allow settlement by differences is regulated.
- Investing in derivatives whose underlying assets are instruments in which it is not possible to invest directly is prohibited.
- New rules are established for the accounting of derivative instruments, as well as for hedge accounting and for the identification and treatment of embedded derivatives.