Capital Markets Newsletter - November 2025
Themes
SMV REGULATIONS
The Superintendency of the Securities Market (“SMV”) modifies the Regulation for the Recognition of Ownership of Shares, Dividends, and Other Rights in Publicly Traded Corporations, approved by SMV Resolution No. 013-2013-SMV/01 (“Regulation for the Recognition of Ownership”).
By Resolution SMV No. 021-2025-SMV/01, published in the Official Gazette El Peruano on November 26, 2025, the SMV approved modifications to the Ownership Recognition Regulations in the following aspects:
- The minimum content required for a written claim to be submitted to a publicly traded corporation (“SAA”) in response to the denial of a request for recognition of rights to shares, dividends, and other corresponding rights that form part of a trust fund created under Emergency Decree No. 036-2000, or in response to an objection filed against a recognition made by the SAA, is established.
- It is specified that the time limits for the claim procedure before the SMV (Superintendency of the Securities Market) are counted from the day after the SAA (Association of Authorized Companies) receives the request.
- The SAA is obligated to forward the file to the SMV, including the referral report stipulated in the Ownership Recognition Regulations, containing the grounds for its decision.
- The possibility of suspending the SMV's time limit for issuing a decision in the event of a request for information from the SAA or the applicant is eliminated.
- It is specified that the procedure is subject to prior evaluation, with negative administrative silence, and is not subject to renewal.
The SMV modifies the Risk Rating Agencies Regulations, approved by SMV Resolution No. 032-2015-SMV/01.
Through Resolution SMV No. 023-2025-SMV/01, published in the Official Gazette El Peruano on November 25, 2025, the SMV (Superintendency of the Securities Market) modified the aforementioned regulations. The main changes are related to the procedure for obtaining authorization to operate a risk rating agency and are described below:
- The content of the application for authorization to operate a risk rating agency is established.
- A sworn statement is required indicating that the company has, at its main office and, as applicable, in each of its branches, the minimum physical infrastructure and technological capacity required by said regulations, which will be verified by the SMV before granting the authorization.
- A sworn statement is required indicating that the company has the human resources necessary for the normal development of its activities.
- A simple copy of the payment receipt for the digital certification service may be submitted in lieu of a copy of the corresponding contract.
- It is specified that, once the observations made by the SMV (Superintendency of the Securities Market) have been addressed, the 30-day period for the SMV to issue a decision regarding the submitted application continues.
- It is specified that the procedure is a prior evaluation with negative administrative silence and is not subject to renewal.
The SMV modifies the Regulations for Securities Market Structuring Entities, approved by Superintendent Resolution No. 142-2014-SMV/02. Through SMV Resolution No. 022-2025-SMV/01, published in the Official Gazette El Peruano on November 25, 2025, the SMV modified the aforementioned regulations, primarily in the following aspects:
- The following requirements for registering structuring entities in the Public Registry of the Securities Market (“RPMV”) are simplified:
- It is sufficient to indicate the registration number instead of submitting an updated copy.
- The requirement to submit curriculum vitae for the professional staff and legal representatives of the company is eliminated.
- It is sufficient to submit a sworn statement that the company has the minimum physical infrastructure conditions stipulated in the regulations, instead of having to provide proof. Compliance with the declaration will be verified by the SMV prior to registration.
- It is specified that the procedure is subject to prior evaluation with negative administrative silence and is not subject to renewal.
- The minimum infrastructure conditions that structuring entities must have to register in the RPMV are established.
The SMV modifies the Regulations for Participative Financial Financing Activities and their Management Companies, approved by Superintendent Resolution No. 045-2021-SMV/02.
Through SMV Resolution No. 019-2025-SMV/01, published in the Official Gazette El Peruano on November 14, 2025, the SMV approved the aforementioned modification, the main aspects of which are as follows:
- Drafts (“FPF Draft) developed outside of Peru may be financed through crowdfunding (“FPF Draft), provided that the applicants for financing (“Recipients”) through the FPF platforms referred to in the Crowdfunding Regulations (“Platforms”) meet certain experience and solvency requirements. Countries identified as non-cooperative by the Financial Action Task Force (FATF) or included on the list of the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury are excluded.
- Platform administrators (“Administrator”) are authorized to provide a dissemination environment that facilitates the transfer of credits related to loans and previously placed securities associated with drafts previously financed on the Platform, without this constituting a secondary trading or price formation mechanism. To provide this service, among other requirements, the Administrator must have the express consent of the Recipient.
- The financing limit for Recipients in business drafts through the Platforms is increased to 1,000 Tax Units (UIT), provided that the platform administrator incorporates specific variables into its methodology to identify, select, and classify Recipients and FPF drafts requesting financing greater than 500 UIT, and to evaluate said financing requests. Furthermore, it is established that, in these drafts, the limit of the amount received by a single Recipient to finance business drafts will be increased to up to 1,500 UIT.
- Administrators are permitted to be designated as representatives of bondholders in debt securities issuances carried out through the Platform they administer, provided they assume the collection service for the obligations incurred by the Recipient.
The SMV modifies the Trading Floor Regulations of the Lima Stock Exchange, approved by CONASEV Resolution No. 021-99-EF/94.10, and supplementary provisions to articles of said regulations.
Through SMV Resolution No. 018-2025-SMV/01, published in the Official Gazette El Peruano on November 13, 2025, the SMV approved the modification, effective from November 24, 2025, mainly of the following:
- The following proposal books for debt instrument trading are eliminated:
- Early Settlement Book
- Odd Lot Book
- The following proposal books and modules for debt instrument trading are included:
- Telerenta
- Module
- Repo Module
- Auction Book
- Direct Operation Proposals are subject to special automatic processing, unlike proposals for other spot transactions.
- Transactions with global bonds may be settled up to three days after the transaction (T+3).
- Transfers of repo positions with debt securities are included among the transactions to be carried out on the Lima Stock Exchange's Electronic Trading System.
- A new system is established for modifying spot transactions with debt securities.
- In the Money Market, with respect to debt securities, the possibility of carrying out operations other than Simultaneous Purchase and Sale of Securities transactions, as defined in the Law on Repurchase Agreements, Law No. 30052 (repurchase agreement transactions), is eliminated.
Furthermore, the following modifications were made, effective February 2, 2026:
- The “high-liquidity securities segment” is replaced by the “continuous segment,” and the securities included in the latter are specified.
- The “low-liquidity securities segment” is replaced by the “auction segment,” and the securities included in the latter are specified.
- The “foreign securities segment” is replaced by the “global segment,” and the securities included in the latter are specified.
- During the “Pre-opening” phase of the daily trading cycle, it will be possible to view the bids entered in the bid book.
- It is established that the Intermediate Auction consists of the 7 auctions of the auction segment.
- The phases of regular trading are eliminated.
- The "Halt and Close" and "Pause" phases are eliminated.
- Technical aspects are modified to allow brokerage firms direct access to the trading system through order routing systems.
- The procedures for modifying transactions are modified, and a procedure for canceling them is included.
SMV DRAFTS
The SMV authorizes the dissemination of a draft amendment to the Regulations for Primary Public Offerings and Sales of Securities, approved by CONASEV Resolution No. 141-98-EF/94.10.
Through SMV Resolution No. 020-2025-SMV/01, published in the Official Gazette El Peruano on November 27, 2025, the SMV authorized the dissemination of the aforementioned draft.
The SMV (Superintendency of the Securities Market) has authorized the publication of the draft amendments to the Regulations for Intermediary Agents, approved by SMV Resolution No. 034-2015-SMV/01; the Regulations for Mutual Funds and their Management Companies, approved by CONASEV Resolution No. 068-2010-EF/94.01.1; the Regulations for Investment Funds and their Management Companies, approved by SMV Resolution No. 029-2014-SMV/01; and the Regulations for Asset Securitization Processes, approved by CONASEV Resolution No. 01-97-EF/94.10.
Through SMV Resolution No. 017-2025-SMV/01, published in the Official Gazette El Peruano on November 10, 2025, the SMV authorized the publication of the aforementioned draft amendments
SBS REGULATIONS
The Superintendency of Banking, Insurance and Private Pension Fund Administrators (“SBS”) modifies Title II of the Compendium of Regulatory Superintendency Regulations of the SPP, approved by Resolution No. 054-98-EF/SAFP.
Through SBS Resolution No. 4225-2025, published in the Official Gazette El Peruano on November 27, 2025, the SBS approved the aforementioned modification, primarily to establish the framework for companies listed in subparagraphs A, C, and D of Article 16 of the General Law of the Financial System and the Insurance System and the Organic Law of the Superintendency of Banking and Insurance, Law No. 26702 (the “LSF Companies”), to operate as Fund Management Companies (“EAFs”) within the private pension system.
This framework includes the following:
- Prudential requirements.
- Requirements for the aforementioned companies to establish an “Additional Business Line” (“LNA”), enabling them to operate EAFs.
- Procedure for requesting authorization from the SBS to establish an LNA.
- Rules on governance and the handling of potential conflicts of interest.
- Conditions that must be met by the company that wishes to participate in a bidding process for the service of administration of individual accounts, in accordance with the provisions of Law No. 29903.
- Authorization for Pension Fund Administrators (AFPs) to become the aforementioned Limited Financial Services Companies (LSF), subject to the provisions of the Regulations for the Authorization of Companies and Representatives of the Financial and Insurance Systems, approved by SBS Resolution No. 211-2021.
The SBS modifies the Regulations for the Temporary Implementation of Activities in Innovative Models, approved by SBS Resolution No. 2429-2021, and the Schedule of Fees and Procedures (TUPA) No. 202.
Through SBS Resolution No. 04142-2025, published in the Official Gazette El Peruano on November 19, 2025, the SBS approved the aforementioned modification in order to broaden the scope of application of said regulations, allowing legal entities not supervised by the SBS to submit proposals aimed at conducting temporary tests of innovative business models with potential application in the systems supervised by the SBS.
Furthermore, the amendment approves the extension of the pilot test duration, modifies the deadline for the start of authorized pilot tests, allows for interaction with the SBS (Superintendency of Banking, Insurance and Private Pension Fund Administrators) prior to submitting an authorization request, and stipulates that the SBS will issue calls for proposals to conduct pilot tests for experimenting with innovative models, among other provisions.
For further information, please access the Alert published on this matter at the following link.
The SBS modifies Title VI of the Compendium of Regulatory Standards of the Private Pension Fund Management System, concerning Investments.
Through SBS Resolution No. 4081-2025, published in the Official Gazette El Peruano on November 15, 2025, the SBS approved extraordinary measures regarding AFP (Pension Fund Administrator) investments, with the aim of providing the necessary instruments to mitigate the impacts of the extraordinary withdrawal authorized by Law No. 32445.
These measures include the following:
- Allowing the extraordinary transfer of local equity instruments from Fund Type 3 to Fund Type 1 and/or Fund Type 2, under certain conditions.
- Temporarily authorizing bilateral repurchase agreements with financial institutions without the need for an intermediary.
- Allowing inter-fund lending of Peruvian government bonds.
- Temporarily relaxing the trading limits applicable to foreign currency transactions.
- Establishing internal limits per issuer for investments in foreign sovereign debt rated higher than BBB.
- Temporarily authorizing the acquisition of derivative instruments within current regulatory limits, allowing their holding until maturity and considering any excess amounts not attributable to the fund.