Regulatory Alert - September 2025

On September 16, 2025, Law No. 32441, which regulates the Promotion of Private Investment through Public-Private Partnerships and Asset Projects, was published in the Official Gazette El Peruano.

The regulation constitutes a new PPP Law and repeals Legislative Decree No. 1362 and Legislative Decree No. 1543. The new PPP Law will enter into force on the day following the publication of its Regulations, which must be approved within a maximum period of 60 calendar days from September 17, 2025, except for certain specific provisions, including rules on monitoring and specialized support for investment, and the transfer of project ownership to PROINVERSIÓN, which come into force on the day following their publication.

Below, we highlight the most relevant aspects of the new PPP Law that differ from the previous law:

1. National System for the Promotion of Private Investment (“SNPIP”): The SNPIP's National Policy is mandatory for SNPIP entities (Art. 5).

2. The Ministry of Economy and Finance (“MEF”):

- Maintains its role as the governing body of the SNPIP and must approve the SNPIP's National Policy (Articles 5.3 and 5.4).

- Establishes, by Supreme Decree, the list of priority projects of the National Government under PPPs that will be managed by PROINVERSIÓN (Article 6.1.4).

- Specifies the matters on which it issues a binding preliminary opinion (Art. 6.2).

- In the case of contracts that are in the contractual execution phase, it issues an opinion only when the modification requires additional co-financing (Art. 28.4).

3. Public entity responsible for the project (“EPTP”): In addition to its functions set forth in Article 7.1 (also contained in the previous regulation), it may now interpret the clauses of the contracts it has signed.

4. New characteristics and roles of PROINVERSIÓN:

- PROINVERSIÓN now has legal personality under public law, with jurisdiction at the national level, and constitutes a budgetary entity (Article 15).

- In cases involving the National Government, PROINVERSIÓN assumes the role of Private Investment Promotion Agency (“OPIP”) (Article 9.2).

- It may assume functions as an EPTP, by delegation and not before signing an agreement with the EPTP. Some additional functions are incorporated (Art. 7).

- It may be the administrator of the PPP contract in its contractual execution phase, on behalf of the Regional or Local Government (EPTP) (Art. 7.3.6).

- Administers the National Registry of PPP contracts, instead of the MEF (Art. 63).

- Acts as an Active Party under the terms of Legislative Decree No. 1192 (i.e., responsible for the processes of acquisition or expropriation of land) until the PPP contract is signed and if it acts as OPIP (Eighth Final Supplementary Provision).

- Assumes the role of EPTP for all PPP contracts signed within 12 months prior to the enactment of the PPP Law, provided that they meet the requirements of the regulation (Seventeenth Final Supplementary Provision).

5. Declaration of use of public resources and financing capacity (Art. 28):

- In Regional and Local Government projects, the declaration of public resources is part of the Multi-Year PPP Investment Report (“IMIAPP”) and the Evaluation Report.

- In projects under PROINVERSIÓN's jurisdiction, financing capacity must only be demonstrated for the structuring, transaction, and contract execution phases.

- If, as a result of a contract modification, co-financing is required, this is assumed by the EPTP without requiring additional resources from the Public Treasury.

6. The OPIP:

- In the case of regional and local governments, the entity's Private Investment Promotion Committee (CPIP) assumes the role of OPIP, unless it assigns this role to PROINVERSIÓN (Articles 9.3 and 9.4).

- It is responsible for preparing the Evaluation Report, which must establish the goal for the acquisition or expropriation of land and the removal of any obstacles required for the project to be awarded (Art. 34.4).

7. Changes in the phases of the promotion process:

- Planning and Programming: In the case of PPP projects under the responsibility of PROINVERSIÓN, planning is carried out through the issuance of a Supreme Decree approving the National Government's priority projects (Art. 35.2).

- Formulation: The formulation of PPP projects, whether self-financed or co-financed, is governed by the regulations of the National System for the Promotion of Private Investment (Art. 36).

8. Simplified Procedure (Art. 47):

- The following are processed through a simplified procedure: (i) PPP projects whose Total Investment Cost or Total Project Cost is less than or equal to 100,000 UIT; and (ii) PPPs that involve only operation and maintenance activities, provided that PROINVERSIÓN is the OPIP.

9. Contractual modifications (Art. 59):

- Contractual modifications may include the incorporation of additional investments, within or outside the concession area.

- The joint evaluation process shall be completed within a maximum period of six months from the date of submission of the request for a contractual modification.

- Cases that do not qualify as contractual modifications are regulated, in which their implementation only requires a memorandum of understanding.

10. Dispute Resolution (Art. 60):

- The Dispute Resolution Board (JRD) is incorporated.

- Existing PPP contracts may agree to incorporate the JRD through contractual amendments.

11. Expiration of the concession: At least three years prior to the expiration of the concession, the EPTP must evaluate and determine the advisability of initiating a contract renewal process, a process to promote private investment, or another means of ensuring the continuity of public service (Art. 62).

12. Prior opinion of the Regulatory Agencies: The Regulatory Agencies are responsible for issuing a non-binding prior opinion on the tariff regime, access regime, and service levels in (i) the initial and final versions of the contract; and (ii) contractual amendments (Art. 10).

13. Non-binding preliminary report from the Comptroller General of the Republic: The Comptroller only issues non-binding preliminary reports on the following: (i) the initial version of the contract, in co-financed private initiatives; (ii) the final version of the contract, in co-financed PPP projects; and (iii) contractual modifications, if applicable (Art. 11).

14. Regulatory Adjustments: Once the new PPP Law enters into force, the MEF and PROINVERSIÓN will have 90 calendar days to adjust their Regulations on Organization and Functions (Fourth and Fifth Final Supplementary Provisions).

15. Transfer of documentary assets: Within 60 business days of the publication of the PPP Law, the Ministries shall transfer to PROINVERSIÓN the documentary assets, movable and immovable property, obligations, and other items related to their exercise as EPTPs (Sixth Final Supplementary Provision).