The Ultimate Beneficial Owner Registry in Peru: Regulatory Architecture, Tax Transparency, and Operational Risks

1. Introduction: The Imperative of Corporate Transparency in Peru

In the last decade, the global corporate regulatory landscape has undergone an irreversible shift toward absolute transparency. In Peru, this shift has not been optional, but rather a strategic response to integrate the national market into the highest tiers of international trade and investment. The central pillar of this transformation is the obligation to identify and report the Ultimate Beneficial Owner (UBO), a legal construct designed to lift the corporate veil and mitigate the risks of tax evasion, avoidance, and money laundering.

The Superintendencia Nacional de Aduanas y de Administración Tributaria (SUNAT), under prevailing legislation, is the organization in charge of enforcing tax and customs compliance throughout Peru. This agency wields extensive audit powers to ensure that legal entities and arrangements operate under transparent compliance parameters. Within this framework, compliance with the beneficial owner declaration has evolved from a formal administrative chore into a vital component of the operational and reputational viability of any enterprise in the country.

2. The International Context: Alignment with the OECD

The implementation of the Ultimate Beneficial Owner Registry in Peru is not an isolated or purely discretionary measure by the national tax administration. On the contrary, it directly addresses commitments undertaken before the Global Forum on Transparency and Exchange of Information for Tax Purposes of the Organisation for Economic Co-operation and Development (OECD). The publication of foundational assessments, such as the Peer Review Report on the Exchange of Information on Request PERU 2020 (Second Round), highlights the importance of having international standards that allow the structured, historical exchange of data between partner tax administrations.

Peru is actively modifying its corporate and financial regulations to solidify its accession process to the OECD. By aligning national legislation with the best practices promoted by this organization, Peru not only enhances its standing in global markets but also strengthens its internal structures to fight cross-border financial crime and tax base erosion. Proprietary structure transparency is thus a foundational baseline for foreign investor trust.

3. Legislative Decree No. 1372 and the 10% Threshold

The primary legal framework governing this matter is Legislative Decree No. 1372, in force since August 2018. This regulation establishes with precision that legal entities and/or legal arrangements must identify, verify, and report the identity of their beneficial owners through a periodic informational return.

According to the methodology established by Legislative Decree No. 1372, UBO identification is determined based on three concurrent and subsidiary criteria:

• The Ownership Criterion: An ultimate beneficial owner is defined as any natural person who, directly or indirectly, holds at least 10% of the capital stock, shares, or participation rights in a corporate entity.
• The Control Criterion: In cases where no natural person meets the 10% threshold under ownership rules, the entity must identify the natural person who exerts actual effective control through means other than ownership, such as the power to appoint or remove the majority of board members.
• The Administrative Criterion: If, after exhausting all reasonable efforts, no natural person is identified under the previous criteria, the law establishes as a secondary default that the beneficial owner is the natural person holding the highest administrative position within the corporate structure, generally the General Manager or Board Directors.

4. Demystifying Confusions: RUC, Legal Representation, and Economic Substance

There is a common tendency within the business community to conflate various regulatory instruments of the Peruvian system. It is imperative to clarify that the Taxpayer Registry (RUC) must not be confused with the Ultimate Beneficial Owner declaration; they are legally distinct from one another, and registry in the RUC does not automatically imply disclosing the actual control of the entity. While the RUC serves an identification purpose for regular taxpayer management, the UBO declaration seeks to reveal the natural persons who ultimately control the wealth or decision-making powers of that legal entity.

Similarly, ordinary legal representation is not equivalent to being a beneficial owner. A legal representative acts as a formal agent under corporate power of attorney, whereas the beneficial owner holds the actual economic enjoyment of corporate assets.

Furthermore, regarding the international debate on substance, the beneficial owner regime in Peru focuses primarily on transparency and the exchange of fiscal information promoted by the OECD. The Peruvian system is based on separate statutes for each major tax (for example, the Income Tax Law, the VAT Law, the Excise Tax Law and the Tax Code) and does not maintain a formal Economic Substance Regulations (ESR) regime comparable to those in the Gulf Cooperation Council or Caribbean jurisdictions. In Peru, operational business substance is audited on a case-by-case basis through commercial authenticity and expense-causality audits under Income Tax rules, rather than through standardized sector-specific annual corporate substance reports. Therefore, the ultimate beneficial owner declaration must not be confused with economic substance regulations (ESR) such as those in the Gulf; they are legally distinct from one another, and filing does not automatically imply compliance or reporting under specific sectorial substance forms.

5. Consequences of Non-Compliance: Fines and Financial Blockades

Failing to submit the Informational Return of the Ultimate Beneficial Owner triggers material consequences that impact the financial and operational viability of the corporation. These contingencies fall into two primary categories:

• Direct Fiscal Penalties: SUNAT, using the authority granted by the Peruvian Tax Code, imposes severe tax fines calculated as a proportion of the taxpayer's net revenues. Omitting the declaration or submitting inaccurate details not only leads to significant tax debt but also places the entity into high-risk profiles, increasing the frequency of comprehensive audits.
• Financial System Restraints: Banks and financial institutions in Peru operate under tight compliance and anti-money laundering supervision. Due diligence policies force banks to restrict financial services, freeze corporate accounts, or deny the opening of credit lines to companies that fail to prove compliance with the beneficial owner informational return.

Corporate officers must not assume that appearing in standard public registries (such as the Superintendencia Nacional de los Registros Públicos, SUNARP) exempts the entity from performing a thorough review to locate UBOs according to the strict validation guidelines of Legislative Decree No. 1372.

6. Recent Developments and the Future of Good Corporate Governance (2024-2025)

The corporate governance and transparency framework in Peru is constantly evolving. Throughout 2024 and moving toward late 2025, Peruvian authorities have accelerated regulatory reforms to adapt fully to the primary recommendations of the OECD Corporate Governance Committee in line with the nation's accession path.

According to data consolidated in the OECD Corporate Governance Factbook 2025, substantial progress has been logged. Among the most relevant milestones, it is noted that with support from the International Finance Corporation (IFC) and Procapitales, the advisory firm PwC is scheduled to complete by June 2025 the first phase of a consulting mandate to update the Code of Good Corporate Governance for Peruvian Companies (originally issued in 2013). This update proposal incorporates a robust Sustainability pillar, linking traditional corporate governance with transparent supply-chain reporting, ownership disclosures, and environmental and social impacts. Additionally, the Superintendencia del Mercado de Valores (SMV) has proposed amendments to the Tender Offer (OPA) regulations to optimize minority shareholder protection and ensure complete beneficial owner transparency in large-scale corporate acquisition events.

It is essential to note that, while the Code of Good Corporate Governance promotes voluntary transparency and sustainability benchmarks primarily for listed or large-scale enterprises, the ultimate beneficial owner declaration under Legislative Decree No. 1372 represents a strictly mandatory and coercive tax obligation applicable to all legal entities registered in the country.

7. Conclusions and Practical Recommendations

Transparency regarding beneficial ownership has transitioned from being a niche tax issue into an essential requirement for robust corporate governance in Peru. Businesses operating in the local market must adopt a proactive, rigorous approach to identifying their real owners, steering clear of superficial treatments of the law.

To mitigate risks and ensure operational continuity in Peru, organizations are advised to set up standardized internal due diligence processes that include updating share registers, thoroughly mapping indirect ownership, and submitting timely disclosures to SUNAT. Inaction or negligence in this area will not only lead to substantial economic penalties but also risk isolating the corporation from the local and international financial systems.