[Last updated: 1 January 2024, unless otherwise noted]

Overview

The listing requirements for foreign companies seeking admission to the BVL are different depending on whether the company already has securities listed on a stock exchange that is recognized by the SMV as a stock exchange with similar or better reporting standards in comparison with the standards required in Peru (an Approved Stock Exchange). Companies listed on an Approved Stock Exchange have reduced listing requirements for being admitted to the BVL. The SMV has recognized the following Approved Stock Exchanges:

Furthermore, securities of foreign companies that have a class of securities: (i) listed with any of the stock exchanges listed above; (ii) that are also included in one of the stock indexes detailed below (an Approved Stock Index); and (iii) that are filed by a sponsor for listing in the BVL, are subject to reduced requirements (in terms of submission of documents and information) and are automatically listed in the BVL.

Link to Table

Foreign companies with securities listed on an Approved Stock Exchange

In order to list a class of securities with the BVL, a foreign company with a class of securities listed on an Approved Stock Exchange must file the following documentation and information with the BVL and the SMV:

• Application letter
• Details on the main characteristics of the issuer (corporate name, date of incorporation, address, country of incorporation, taxpayer identification code, economic activity, main business lines or products, and the amount of share capital paid in local currency and US dollars).
• Details on the main characteristics of the securities to be registered (denomination, class, series, currency, number of securities in circulation, nominal value, rights conferred, ISIN and mnemonic identification numbers or stock exchange code, and markets where the securities are negotiated).
• Affidavit executed by the legal representative of the issuer agreeing to sign a contract with: (i) the BVL; and (ii) CAVALI, for the representation of the securities in book-entry form.
• Name of the foreign institution in charge of the custody, compensation and settlement of the securities to be registered, with which the local clearing/compensation and settlement institution has an agreement; or if this is not available, a report detailing the available mechanisms for the custody, compensation and settlement of securities.
• Copy of the resolution adopted by the competent corporate body for (i) the registration of the securities in the BVL and the SMV; (ii) the designation of the representative in charge of the listing process, who must be domiciled in Peru; and (iii) the designation of the person who will act as representative of the company before the BVL and SMV (Representante Bursátil), who must be domiciled in Peru.
• Copy of: (i) the power of attorney of the foreign company’s designated representative in charge of the registration of the securities on the BVL and the SMV; and (ii) the power of attorney of the foreign company’s designated stock representative, both duly recorded in the Peruvian Public Registry.
• Copy of the agreement with the entity that provides the software allowing the foreign company to file electronically all information with the SMV required for it to comply with its reporting obligations.
• Any additional information deemed appropriate by the foreign company.
• Copy of the payment receipt of the applicable registration fees

Foreign companies with no securities listed on an Approved Stock Exchange

In order to list a class of securities with the BVL, a foreign company that does not have a class of securities listed on any Approved Stock Exchange must comply with the same requirements as a Peruvian company, except that the foreign company must file the following additional documentation with the BVL and the SMV:

• A copy of the foreign company's financial statements, prepared in accordance with the disclosure requirements of the primary market and endorsed by an internationally recognized foreign audit firm.
• A brief description of the regulatory environment of the country of incorporation of the issuer and the main differences with Peruvian legislation (including corporate, tax and securities matters, dividends, interest, commissions among other relevant matters).
• A brief description of the differences between the accounting standards applicable in the country of incorporation of the issuer or the country where its securities are traded and the accounting standard applicable in Peru.
• Restrictions and control mechanisms to which the issuer may be subject in its country of incorporation.
• Affidavit signed by the legal representative of the issuer agreeing to sign a contract with: (i) the BVL, and (ii) CAVALI, for the representation of the securities in book-entry form.

In addition, to the extent that the foreign company is listed on an exchange, the following information must also be submitted to the BVL and the SMV:

• Name of the foreign institution in charge of the custody and settlement of the securities to be listed, with which the local clearing and settlement institution has an agreement.
• Brief description of the public information systems implemented by the exchanges where the securities are listed.
• Brief description of the foreign exchanges where the securities are listed, including quantitative information of such markets (such as market capitalization, traded volumes and amounts, and number of issuers and intermediaries registered in such exchange).
• Brief description of the trading history of the securities in its primary exchange (such as price average, traded volume, number of securities in circulation, capitalization value, and number of securities).
• Copy of the record of the resolution adopted by the relevant corporate body (i) to comply with all the reporting obligations with respect to the exchange where the securities are registered, (ii) appointing a person who will be the representative in charge of the listing process, who must be domiciled in Peru, and (iii) appointing the person who will act as representative of the company before the BVL and SMV (Representante Bursátil), who must be domiciled in Peru.
• An affidavit agreeing to submit to the BVL and the SMV all of the information filed with the foreign exchange where the securities are listed.

Foreign companies with securities that belong to an Approved Stock Index

In order to list securities of a foreign company that belong to an Approved Stock Index, the sponsor or the BVL must file the following documentation and information with the BVL and the SMV:

• Application letter.
• Affidavit executed by the legal representative of the sponsor or the BVL, stating that it has verified: (i) that the securities are listed on an Approved Stock Index; (ii) the availability of information regarding the daily negotiation of the securities on the corresponding stock exchange, and (iii) the availability of an electronic link to the public information system through which the issuer makes available information regarding its securities on its local market.
• Details on the main characteristics of the issuer (corporate name, date of incorporation, address, country of incorporation, taxpayer identification code, economic activity, main business lines or products, and the amount of share capital paid in local currency and US dollars).
• Details on the main characteristics of the securities to be registered (denomination, class, series, currency, number of securities in circulation, nominal value, rights conferred, ISIN and mnemonic identification numbers or stock exchange code, and markets where the securities are negotiated).
• The regulations and time frames under which issuers must present financial information and comply with disclosure obligations.
• Affidavit executed by the legal representative of the sponsor or the BVL agreeing to sign a contract with CAVALI, for the representation of the securities in book-entry form.
• Name of the foreign institution in charge of the custody, compensation and settlement of the securities to be registered, with which the local clearing/compensation and settlement institution has an agreement; or if this is not available, a report detailing the available mechanisms for the custody, compensation and settlement of securities.
• Copy of the agreement with the entity that provides the software allowing the sponsor or the BVL to file electronically all information with the SMV required for it to comply with its reporting obligations.
• Any additional information deemed appropriate by the applicant.
• Copy of the payment receipt of the applicable registration fees

Interviews with the exchange are not required or customary in order to list securities.

Documentation required for domestic companies

In order to list a class of securities with the BVL, a Peruvian company must file the following documentation with the BVL and the SMV:

• Application letter.
• Affidavit executed by the issuer's main administrative, legal, accounting and financial officers declaring that the information being submitted is accurate and sufficient.
• Affidavit confirming the accounting standards used in preparing the financial statements.
• Prospectus as described below.
• The following financial statements, in each case duly approved by the relevant corporate body: (a) annual audited individual and consolidated (to the extent applicable) financial statements for the two most recent annual periods, (b) individual and consolidated (to the extent applicable) financial statements for the most recent quarter.
• Annual report for the two most recent annual periods
• Copy of the resolution adopted by the relevant corporate body for (a) the registration of the securities in the BVL and the SMV, (b) the submission to the SMV’s and the BVL’s rules and regulations; (c) the designation of the representative in charge of the listing process (who must be domiciled in Peru) and (d) the designation of the person who will act as representative of the company before the BVL and SMV (Representante Bursátil) (who must also be domiciled in Peru).
• Copy of the company’s approved dividend policy.
• Information relating to the degree of the company's compliance with the corporate governance principles.
• Copy of the internal conduct policy (Normas Internas de Conducta) approved by the company. Such code must contain the rules that must be followed by the company and its employees regarding compliance with the securities market law generally, including reporting obligations and use of privileged information.
• Information relating to the economic group (a group of companies under the control of a person or the common control of related persons) to which the company belongs, including primarily the following information: (a) a brief description of the group; (b) a list of countries in which affiliates conduct business; (c) principal lines of business in which the affiliates engage; (d) organizational chart of the group; (e) list of all companies that comprise the group, including their respective total assets and net equity; (f) a list of all shareholders holding more than 5% of the share capital of the company; (g) a list of the members of the board of directors and executive officers of the company and of each of the corporations belonging to the same group and of each of the corporations belonging to the same group, and (h) to the extent the company is aware, a list of the persons who exercise control over the company.
• If the company’s shares are partially paid, a copy of the shareholders' meeting resolutions stating that: (a) all of the company’s shares are paid in the same percentage in relation to their nominal value; (b) payments will be made on specific dates, and attach the payment schedule; (c) the company is required to inform the SMV and CAVALI of any failure to comply with respect to payment, and (d) the company is responsible for the consequences derived from failure to comply with respect to payment.
• Form of share certificate, when applicable.
• Copy of the agreement with the entity that provides the software allowing the foreign company to file electronically all information with the SMV required for it to comply with its reporting obligations.

Prospectus

A prospectus is required to be provided for securities that are listed on a stock exchange other than an Approved Stock Exchange, or if the securities are not listed on any foreign stock exchange.

The prospectus must follow the model set out in Exhibit 6 to Resolución SMV Nº 031-2012, which must contain the following information:

• In relation to the issuer, information related to the identification of the issuer, its share capital, its shareholder structure, its corporate purpose, its industry, its recent material corporate developments, its income, the number of people employed by the company, its management and board of directors, and a summary of the company’s financial information.
• In relation to the securities, their characteristics, a description of the rights and obligations conferred by them, detailed information relative to dividends paid on the most recent two annual periods (if applicable), and detailed information on the interest rate, interest payment and principal, security and risk rating (if applicable).

Financial information

If the securities are already listed on an Approved Stock Exchange, the foreign company is not required to provide financial statements at the time of initial listing. If the securities are not listed on an Approved Stock Exchange, the company must provide its financial statements in accordance with the disclosure requirements of the primary market. The financial statements must be endorsed by an internationally recognized foreign audit firm and include a brief description of the differences between the accounting standards applicable in the country of incorporation of the issuer or the country where its securities are traded and the accounting standards applicable in Peru.

Listing application

After application is made to list a class of securities, the filing is reviewed by the BVL and SMV according to the following registration process:

• The BVL is required to send the SMV any comments on the filed documents within five business days from the date the documents were received.
• The SMV is required to provide a comment letter or issue a registration letter within 20 business days from the date of the filing.
• Upon completion of the review process, the securities are registered with the SMV (Registro Público del Mercado de Valores) and with the BVL. The resolution is made public in the official gazette and the securities can commence trading on the next business day.

Typical process and indicative timetable for a listing of a foreign company

The following is a fairly typical process and timetable for a foreign company listing on the BVL (both foreign companies that have securities listed in an Approved Stock Exchange and those that do not).

Link to Timetable

The SMV has 20 days to analyze the documentation filed by the issuer. However, the process of the SMV submitting comments to the issuer, followed by the issuer responding, can occur several times and result in an overall longer review period.