Capital Markets Newsletter - August 2026
Themes
SMV REGULATIONS
Superintendence of the Securities Market (“SMV”) Amends the Regulation on the Primary Public Offering and Sale of Securities, Approved by CONASEV Resolution No. 141-98-EF/94.10 (the “Public Offering Regulation”)
Through SMV Resolution No. 012-2026-SMV/01, published in the Official Gazette El Peruano on August 28, 2026, the SMV amended the Regulation on the Primary Public Offering and Sale of Securities and the Manual for Compliance with the Requirements Applicable to Public Offerings of Securities, approved by General Management Resolution No. 211-98-EF/94.11 (the “Manual”).
The amendments do not substantially alter the regulatory criteria for the registration of securities or issuance programs, but they do significantly reorganize and simplify the applicable procedural framework.
The main changes are as follows:
- Consolidation and systematization of requirements
- Articles 13 and 14 of the Public Offering Regulation are amended to consolidate in these provisions the requirements applicable to the registration of securities through the General Procedure and to the registration of issuance programs and securities through the Advance Procedure.
- As a result, Sections I and II of Section Two of the Manual will be primarily devoted to the forms and instructions for preparing information memoranda, shelf prospectuses, and supplements to shelf prospectuses.
- Registration of securities through the General Procedure
- Article 13 of the Public Offering Regulation is replaced in its entirety, consolidating in a single article the requirements for the registration of securities and information memoranda through the General Procedure.
- The requirements are organized according to the type of security and issuer, distinguishing between: (i) shares issued by domestic issuers; (ii) bonds and short-term instruments issued by private entities; (iii) securities representing credit rights issued by state entities; and (iv) other securities issued by domestic or foreign issuers.
- Specific rules are also developed for public offerings for sale, public exchange offers, and international offerings conducted simultaneously in Peru and abroad.
- The deadlines applicable to the General Procedure are systematized, distinguishing the ordinary period of thirty (30) business days from various special procedures and cases of automatic approval depending on the characteristics of the issuer, security, or offering.
- Registration of programs and issuances through the Advance Procedure
- Article 14 of the Public Offering Regulation is replaced in its entirety, consolidating in a single provision the requirements for: (i) the registration of issuance programs and registration of the shelf prospectus; and (ii) the subsequent registration of securities and registration of the corresponding supplement to the shelf prospectus for each issuance.
- For the registration of programs, the requirements are organized by distinguishing between domestic private issuers, domestic state issuers, and other issuers.
- Efficiency in the submission of information
- Article 18 of the Public Offering Regulation is amended to reduce duplication of information and documentation submitted to the SMV.
- The regulation expands and systematizes the possibility of incorporating information by reference into information memoranda, shelf prospectuses, and supplements to shelf prospectuses, facilitating the use of documentation previously submitted to the authority or information already available to the market.
- Updating prospectuses and variations in the offering
- Article 29 of the Public Offering Regulation is replaced, clarifying the distinction between fundamental and non-fundamental variations. Fundamental variations are those that may entail a change in the level of risk of the securities and affect a reasonable investor’s investment decision; the others are considered non-fundamental.
- Different procedures are established for the registration of fundamental and non-fundamental variations, specifying their regulatory treatment, the information to be submitted, and the applicable deadlines in each case.
- Specific rules are also introduced for updating the information memorandum, shelf prospectus, or supplement to the shelf prospectus, depending on the nature of the modification made.
SMV amends the Regulation on Brokerage Agents, approved by SMV Resolution No. 034-2015-SMV/01 (the “RAI”), the Regulation on Mutual Funds and their Management Companies, approved by CONASEV Resolution No. 068-2010-EF/94.01.1 (the “Mutual Funds Regulation”), and the Regulation on Investment Funds and their Management Companies, approved by SMV Resolution No. 029-2014-SMV/01 (the “Investment Funds Regulation”)
Through SMV Resolution No. 011-2026-SMV/01, published in the Official Gazette El Peruano on August 17, 2026, the SMV amended the RAI, the Mutual Funds Regulation, and the Investment Funds Regulation.
The amendments are primarily aimed at harmonizing the rules applicable to client profiling, the provision of investment advisory services, and portfolio management, as well as updating various provisions applicable to investment funds, particularly those relating to Real Estate Investment Funds (FIRBI).
- RAI
- Specific rules are introduced for investment advisory services, defined as the provision of personalized recommendations regarding one or more financial instruments. The broker must explain the risks associated with the recommendation, disclose potential conflicts of interest, and support the correspondence between the recommended instruments and the client’s risk profile. If the client decides not to follow the recommendation, the broker must expressly warn the client that such decision is inconsistent with the client’s profile and keep a record thereof. These obligations do not apply to institutional investors.
- The procedure for determining the client’s risk profile is developed. To this end, the broker must assess, at a minimum, the client’s financial situation and ability to bear losses, investment knowledge and experience, and investment objectives, including investment horizon and risk tolerance. The determined profile must be made available to the client before investment advisory or portfolio management services are provided.
- To trade financial instruments not registered with the Public Registry of the Securities Market, the client must sign a statement before carrying out the first transaction involving each type of instrument. This statement is incorporated into the brokerage agreement and does not need to be signed again for subsequent transactions involving the same type of instrument.
- The distinction between discretionary and non-discretionary portfolio management is eliminated. Going forward, portfolio management will be discretionary, even where the agreement requires the client’s prior confirmation for certain transactions.
- A limit of 20% per portfolio is established for investments in unregistered financial instruments issued or guaranteed by the broker or entities within its economic group, or for which the broker or such entities are liable for payment.
- The rules applicable to portfolio management services are also updated, incorporating specific obligations regarding asset valuation, custody, segregation of assets, investment policy, account statements, and conflict-of-interest management.
- Mutual Funds Regulation
- The rules applicable to investment advisory services and the determination of the potential investor’s risk profile are separated and developed independently. Advisory services comprise individualized recommendations relating to the subscription, transfer, or switching of mutual fund units and must be preceded by an assessment of the investor’s risk profile.
- Potential investors acquiring units of mutual funds investing in very short-term debt instruments, as well as institutional investors, are exempt from the rules on investment advisory services and risk profiling.
- The distributor and its promoters are expressly subject to joint and several liability for any improper acts or omissions committed in the performance of their duties.
- A comprehensive framework is introduced for portfolio management services, regulating the conditions for their provision, the requirements applicable to the portfolio manager, the minimum content of the agreement, the investment policy, obligations toward the client, account statements, and information and supervision mechanisms.
- The minimum content of account statements for managed portfolios is established. Such statements must detail each transaction carried out and separately show the balance and availability of the assets comprising the portfolio.
- Investment Funds Regulation
- Specific rules are introduced governing the provision of investment advisory services by management companies. Such services must be formalized through a prior agreement and may only be provided after assessing the potential investor’s risk profile.
- A comprehensive framework is introduced for portfolio management, regulating the conditions for providing the service, the experience required of the portfolio manager, the minimum content of the agreement, the investment policy, obligations toward the client, publication of results, and the information to be included in the account statement.
- The minimum content of the subscription and transfer agreement for fund units is amended to include, among other matters, the identification of the parties, information on the units subscribed, and an express indication of whether the management company will provide investment advisory services.
- As a general rule, costs arising from engaging third parties to perform the functions of the management company must be borne by the management company and may not be charged to the fund. The exception is expenses related to the operation, maintenance, or commercial exploitation of the fund’s assets that are necessary to achieve its investment objective.
- The acquisition of rights over receivables represented by negotiable invoices is expressly regulated. The participation regulations must establish, at a minimum, the currency, maturity, whether the transaction is with or without recourse, and the conditions that the obligors must meet.
- Information requirements applicable to funds are expanded. Among other matters, information must be provided on units placed and redeemed, changes in the ownership interest of the management company and its related parties, investments in assets belonging to privately offered funds managed by the same management company, and applications for registration with the Public Registry of real estate acquired by the fund.
- With respect to FIRBI:
- International invitations for the placement of participation certificates are permitted, provided that the primary public offering is conducted in Peru.
- Investments in real estate located abroad are permitted, provided that the properties are registered with public registries recognized by the competent authorities of the relevant country.
- The acquisition of future real estate is regulated, and the range of assets that may be counted toward the minimum 70% of assets allocated to the FIRBI’s investment objective is expanded to include certain properties subject to repurchase options and advances intended for the acquisition or construction of real estate.
- The acquisition of real estate must be completed within a maximum period of 120 calendar days, counted from the execution of the first agreement intended for its acquisition or from the placement of certificates issued to finance such acquisition, whichever occurs later.
- FIRBI are permitted to acquire their own participation certificates as part of price stabilization mechanisms, which must be redeemed once the relevant period has ended.
- A specific framework is introduced for contributions of real estate to FIRBI assets, establishing special rules on approval, valuation, and conflicts of interest.
SBS REGULATIONS
Superintendence of Banking, Insurance and Private Pension Fund Administrators (“SBS”) amends the Regulation on the Authorization of Companies and Representatives of the Financial and Insurance Systems, approved by SBS Resolution No. 211-2021 (the “Authorization Regulation”)
Through SBS Resolution No. 02133-2026, published on August 27, 2026, the SBS amended the Authorization Regulation to introduce a risk- and proportionality-based authorization approach.
The regulation brings companies providing complementary and related services to the financial system within its scope of application and establishes three differentiated authorization procedures: standard, for non-deposit-taking companies, and special, depending on the nature and risk profile of the applicant entity.
It also simplifies various procedural requirements, reorganizes the assessment stages, and adjusts the information and documentation requirements applicable to organization and operating authorization proceedings.
The amendment seeks to streamline the entry of new participants into the financial and insurance systems through differentiated procedures based on each entity’s risk profile and business model.
SBS amends the Regulation on Supplementary Channels for Public Service of Financial System Companies and Electronic Money Issuers, approved by SBS Resolution No. 1661-2025 (the “Supplementary Channels Regulation”)
Through SBS Resolution No. 02116-2026, published on August 26, 2026, the SBS amended the framework applicable to Basic Operations Establishments (“EOBs”).
The regulation updates the operating limits applicable to these establishments, distinguishing between credit-related transactions and other transactions, and increases the daily per-person limit for certain credit-related transactions. It also introduces ongoing monitoring obligations, requires companies to maintain detailed information on transactions carried out through each EOB, and empowers the SBS to require the reduction of limits or the implementation of additional control measures when it considers that the level of risk exposure so warrants.
The requirements relating to business plans, dissemination of information, and registration of EOBs are also clarified.
SBS amends the Accounting Manual for Financial System Companies, approved by SBS Resolution No. 895-98, the Accounting Manual for Private Pension Fund Administrators, approved by SBS Resolution No. 435-2005, and the Chart of Accounts for Insurance System Companies, approved by SBS Resolution No. 348-95
Through SBS Resolution No. 02104-2026, published on August 24, 2026, the SBS amended the aforementioned regulations, introducing specific criteria for the accounting treatment of payments made in tax disputes before the Tax Administration and the Tax Court.
It also creates a new report entitled “Individual Report on Tax Disputes in Which Prior Payments Have Been Made,” through which supervised entities must provide the SBS, on a semiannual basis, with information on the dispute, the amount assessed, payments made, the stage of the proceedings, and the corresponding provision.
The first application of the new accounting treatment will be considered a change in accounting policy and will be recognized against retained earnings.
SBS amends the Rules on the Coverage, Resources, and Payment of Covered Deposits of the Deposit Insurance Fund, approved by SBS Resolution No. 657-99
Through SBS Resolution No. 01960-2026, published on August 5, 2026, the SBS amended the aforementioned rules to replace former Chapter VI and introduce a new framework based on a target reserve ratio, defined as the ratio between the Fund’s resources and the estimated amount of insured deposits. A target range of between 8% and 10% is established, which will serve as a reference for determining whether member institutions’ premiums should be reduced or maintained. Accordingly, premiums will no longer depend solely on the institution’s risk classification, but will also be adjusted based on the level of reserves accumulated by the Fund. In addition, the definitions of “insured deposits” and “reserve ratio” are introduced, and the Fund is required to publish this indicator monthly.
SBS amends Articles 1 and 2 of the Regulation on Corporate Governance and Comprehensive Risk Management, approved by SBS Resolution No. 272-2017
Through SBS Resolution No. 01959-2026, published on August 4, 2026, the SBS amended the aforementioned regulation to strengthen the application of corporate governance and risk management standards within financial groups and conglomerates subject to consolidated supervision.
The regulation introduces new definitions related to consolidated supervision, including the concepts of financial group, consolidable group, and the Regulation on the Consolidated Supervision of Financial and Mixed Conglomerates, providing an express regulatory framework for the application of corporate governance and comprehensive risk management requirements to complex corporate structures.
It also adds a provision regarding the scope of the regulation establishing that, when the SBS exercises consolidated supervision, the entity responsible for submitting consolidated information must ensure that the entities comprising the financial group or consolidable group incorporate the corporate governance and comprehensive risk management standards set out in the regulation, to the extent compatible with their nature, size, operational complexity, and applicable regulatory framework.
SBS DRAFT REGULATIONS
SBS authorizes publication of draft new Regulation on Capital Requirements for Market Risk
Through a notice dated August 18 of this year, the SBS authorized the publication of the aforementioned draft for public comment.
SBS authorizes publication of draft new Regulation on Interest Rate Risk in the Banking Book Management
Through a notice dated August 18 of this year, the SBS authorized the publication of the aforementioned draft for public comment.
SBS authorizes publication of draft Guidelines on Good Corporate Governance for Municipal Savings and Credit Banks (CMACs)
Through a notice dated August 5 of this year, the SBS authorized the publication of the aforementioned draft for public comment.