Tax Newsletter - May 2026
Themes
NORMAS DE INTERÉS
The regulations on the designation of electronic issuers and the mandatory use of SIRE are amended
Through Superintendence Resolution No. 000075-2026/SUNAT, published on April 30, 2026 in an extraordinary edition, Superintendence Resolutions Nos. 155-2017/SUNAT, 279-2019/SUNAT, and 000112-2021/SUNAT are amended, with the purpose of advancing the designation of electronic issuers and linking such status to the obligation to keep electronic records through the SIRE system.
Among the main provisions, the following are established:
- Electronic Issuer Designation from the Start of Business Activities: It is established that taxpayers registering in the RUC and opting for the MYPE Tax Regime, Special Regime, or General Income Tax Regime acquire the status of electronic issuers of payment vouchers from the same day of their registration.
- Taxpayers Leaving the New Simplified Single Regime (NRUS): Taxpayers who cease to be registered under the NRUS will be designated as electronic issuers as of the first calendar day of the month following the month in which such change occurs.
- Obligation to Keep Electronic Records through SIRE: Taxpayers required to maintain the Sales and Income Register and the Purchase Register must do so exclusively through the SIRE system from the moment such obligation arises, in line with the accelerated designation as electronic issuers of payment vouchers.
- Transitional Regime Adjustments: Provisions are incorporated to regulate the transition towards mandatory use of SIRE, specifying the cases and timing from which taxpayers must adopt the system, depending on when they acquire electronic issuer status.
The purpose of these amendments is to promote the widespread adoption of electronic payment vouchers and to facilitate the generation of electronic records with information pre-filled by SUNAT. The regulation enters into force on June 1, 2026.
ACTUALIDAD NACIONAL
Change of Effective Management Seat of a Non-Domiciled Holding Does Not Constitute a Transfer of Shares
Through Report No. 000024-2026-SUNAT/7T0000, SUNAT concludes that the relocation of the effective management seat of a non-domiciled holding company, without liquidation, dissolution, or the creation of a new legal entity, does not constitute a direct or indirect transfer of shares of a company domiciled in Peru.
- For Income Tax purposes, a transfer requires a conveyance of ownership for consideration, which is not present in this case.
- The change in the place of effective management merely involves a modification of the location where decision-making occurs, without affecting the ownership of the shares.
Distribution of Assets in the Liquidation of a Non-Domiciled Holding Does Not Constitute an Indirect Transfer of Shares
Through Report No. 000025-2026-SUNAT/7T0000, SUNAT concludes that the distribution of remaining assets to shareholders, in the context of the dissolution, liquidation, and termination of a non-domiciled holding company, does not constitute an indirect transfer of shares of a Peruvian company.
- A transfer requires a conveyance of ownership for consideration, which is not present in the distribution of remaining assets.
- In such cases, shareholders do not provide any consideration; instead, they receive the assets in exercise of their right to the company’s residual estate.
Consequently, such transaction does not give rise to Peruvian-source income from the indirect transfer of shares.
Termination of a Contractual Arrangement with an Entity without Legal Personality Does Not Constitute an Indirect Transfer of Shares
Through Report No. 000029-2026-SUNAT/7T0000, SUNAT states that the termination of a contractual arrangement giving rise to a non-domiciled entity without legal personality does not constitute an indirect transfer of shares of a Peruvian company.
- A transfer requires a conveyance of ownership for consideration, which does not occur in this case.
- The “entity” does not hold title to the assets; therefore, the transfer and subsequent return of such assets do not imply a transfer of ownership.
- Accordingly, no Peruvian-source income is generated from the indirect transfer of shares.
Deduction of Financial Expenses for the Acquisition of Shares Abroad
Through Report No. 000032-2026-SUNAT/7T0000, SUNAT clarifies the tax treatment of interest, commissions, and legal and financial advisory expenses incurred by a Peruvian company for the acquisition of shares in a non-domiciled company, for purposes of determining its net foreign-source income.
- Interest Without EBITDA Cap: Financial expenses related to the acquisition of such shares are deductible under Article 51-A (foreign-source income) without applying the limitation set forth in paragraph (a) of Article 37 (30% EBITDA rule), as they are expenses linked to foreign-source income.
- Timing of Deduction: Financial expenses, as well as legal and financial advisory costs, are deductible in the fiscal year in which they are paid or made available to the provider, as they relate to passive non-business foreign-source income.
- Domestic Advisors and Offsetting: Advisory services provided by Peruvian-resident suppliers may also be deducted against foreign-source income if directly related to the acquisition. If no income is generated from those shares in the relevant fiscal year, such expenses may create a loss that can be offset against other foreign-source income, under the applicable offsetting rules.
JURISPRUDENCIA
Joint and Several Liability of Members of a Consortium with Independent Accounting (Mandatory Observance Tax Court Decision No. 03975-11-2026) – The following mandatory precedent is established:
“Members of a Consortium with Independent Accounting (a collective entity without legal personality but recognized as a taxpayer for certain taxes within the National Tax System) are jointly and severally liable solely by virtue of being or having been part of it, for the entirety of the tax debt generated by such entity in its capacity as taxpayer, which has not been paid within the legal deadline or remains outstanding when the entity ceases to exist, regardless of the role performed or their percentage of participation, for the periods during which they were part of the Consortium, pursuant to the last paragraph of Article 18 and paragraph 1 of Article 20-A of the Consolidated Text of the Tax Code.”
In the specific case, SUNAT attributed joint and several liability to one of the participating companies for the consortium’s tax debts (VAT, income tax prepayments, and penalties) generated during the periods in which the company was part of the consortium. The taxpayer argued that it had not participated in the execution or management of the project, had not received any benefits, and also challenged the extent of the total debt attributed to it.
The Tax Court upheld SUNAT’s position and clarified that, in the case of consortia with independent accounting, joint and several liability arises directly from the mere status of being (or having been) a member of the consortium. As a result, the entire tax debt corresponding to the periods in which the entity was part of the consortium may be enforced, regardless of the role performed or the percentage of participation.
Scope of the Concept of “Paid Price” in the Amortization of Intangibles (Cassation No. 21905-2025 Lima)
SUNAT challenged the deduction/amortization of intangibles with a limited useful life (licenses and software), arguing that such treatment should not be allowed if the taxpayer did not prove actual payment of the price in the relevant fiscal year, interpreting paragraph (g) of Article 44 of the Income Tax Law as literally requiring a “paid price”.
The Superior Court accepted this interpretation and held that the exceptional deduction provided under paragraph (g) required that the price be fully paid or disbursed. By contrast, the Tax Court and the taxpayer argued that the requirement was satisfied when the intangible was acquired for consideration, i.e., when a price was agreed and a corresponding payment obligation arose, even if it had not been fully paid within the fiscal year.
On that basis, the Supreme Court concluded that the concept of “paid price” under paragraph (g) of Article 44 must be interpreted systematically, in conjunction with Article 25 of the Regulations and the accrual principle for expenses under Article 57 of the Income Tax Law. Accordingly, what is relevant is that the intangible has been validly acquired for consideration, without requiring full payment of the price for the deduction or amortization to be allowed. Consequently, the Supreme Court reversed the appellate judgment and upheld the first-instance ruling, confirming the taxpayer’s position.
Evidence of Financing Allocation for Deduction of Financial Expenses (RTF No. 02133-11-2026)
SUNAT challenged the taxpayer’s financial expenses for fiscal year 2017, arguing that they did not meet the causality principle, as loan proceeds were used to (i) grant loans to related parties, (ii) repay promissory notes or previous financing obligations, and (iii) fund working capital, without sufficient evidence of their final destination or their link to the generation of taxable income or the maintenance of the income source.
The Tax Court clarified that, for the deduction of financial expenses, accounting records alone are insufficient. Taxpayers must clearly evidence the flow and use of funds in order to establish a direct link between the indebtedness and their income-generating activities. On that basis, it upheld the adjustment regarding interest linked to funds transferred to related parties, as the accounting entries, bank statements, and loan agreements provided did not sufficiently demonstrate causality. It also upheld the adjustment relating to amounts used to repay prior obligations, given that the taxpayer failed to prove the original use of those funds in its business operations.
However, the Tax Court partially overturned the adjustment after verifying that, for another portion of the funds (i.e., those allocated to working capital), the taxpayer did substantiate the traceability of the funds and their use for payments to suppliers, payroll, and taxes. This was supported by payment vouchers, invoice summaries, bank transfer records, accounting entries, and tax filings/payment receipts. Consequently, it annulled the appealed decision in that respect and ordered SUNAT to recalculate the adjustment, excluding the interest related to duly substantiated business-related funds.