Resolution SMV No. 022-2025-SMV/01

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Electronic document digitally signed under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml Resolution SMV No. 022-2025-SMV/01 Lima, November 25, 2025 SEEN:
File No. 2025051085 and the Joint Report No. 1688-2025-SMV/06/11/12 of November 21, 2025, issued by the Legal Advisory Office, the Deputy Superintendency of Market Conduct Supervision, and the Deputy Superintendency of Investigation, Development and Innovation, as well as the draft modification of the Regulation of Structuring Entities of the Securities Market, approved by Superintendent Resolution No. 142-2014-SMV/02 (hereinafter, Project); CONSIDERING:
That, in accordance with Article 1 of the Unified Text of the Organic Law of the Superintendency of the Securities Market, approved by Legislative Decree No. 26126 and its amendments (hereinafter, Organic Law), the Superintendency of the Securities Market – SMV aims to ensure the protection of investors, the efficiency and transparency of the markets under its supervision, the correct formation of prices, and the dissemination of all information necessary for such purposes, through regulation, supervision, and promotion; That, likewise, according to letter a) of Article 1 of the Organic Law, the SMV has among its functions to issue legal norms that regulate matters of the securities market, product market, and collective fund system; That, letter b) of Article 5 of the Organic Law establishes that the Board of Directors of the SMV has the attribute to approve the regulations of the securities market, product market, and collective fund system, as well as those to which natural and legal persons subject to the supervision of the SMV must adhere; That, by Superintendent Resolution No. 142-2014-SMV/02, the Regulation of Structuring Entities of the Securities Market (hereinafter, Regulation of Structuring Entities) was approved, which establishes the norms to which structuring entities participating in the design and formulation of public offers of securities must adhere; That, within the framework of Article 2 of Legislative Decree No. 1310, which approved additional measures for administrative simplification, the Regulatory Quality Analysis (hereinafter, RQA) of the administrative procedure for the registration of structuring entities in the Public Registry of the Securities Market – RPMV was carried out, in order to identify, eliminate and/or simplify those that are unnecessary, ineffective, unjustified, disproportionate, redundant or do not comply with Law No. 27444, General Administrative Procedure Law, or the norms with rank of law that support them;

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Electronic document digitally signed under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml That, in compliance with the aforementioned norm and the Sole Transitional Complementary Provision of Supreme Decree No. 118-2019-PCM, the SMV submitted to the Multisectorial Commission for Regulatory Quality (hereinafter, CMCR) the normative project for the modification of the Regulation of Structuring Entities. As a result of the Ex Ante RQA of the administrative procedure contained in the aforementioned normative project, the CMCR declared it suitable to proceed with the approval process, according to communication of March 29, 2021 to the SMV; That, subsequently, adjustments were made to the normative project in form and the information related to the Principle of Legality was updated in the RQA application; That, it is important to clarify that, although this validation was carried out in accordance with the regulatory framework in force at the time, specifically in Article 2 of Legislative Decree No. 1310, the Project complies with the principles of regulatory quality improvement contemplated in the Regulation of Legislative Decree No. 1565, Legislative Decree that approves the General Law for the Improvement of Regulatory Quality, approved by Supreme Decree No. 023-2025-PCM; That, in this sense, in order to continue driving efforts oriented towards the improvement of regulatory quality, Articles 7 and 8, and the title of Annex "Application Format for Registration to Act as a Structuring Entity" of the Regulation of Structuring Entities are modified, and Annex 2 is included in the aforementioned regulation, as detailed below; That, the requirement to request an updated copy of the registry extract corresponding to the registration of the applicant entity in the Public Registries is replaced by the indication of the registry number, zone, and office corresponding to the registration of the applicant entity in the Public Registries; That, likewise, it is specified that to prove the minimum conditions of physical infrastructure, a sworn statement must be presented. Likewise, it is indicated that compliance with this requirement will be verified by the General Superintendency of Conduct Supervision, prior to registration in the RPMV. Additionally, the option is provided to the administrative user to inform the receipt number of income in the Treasury or attach a voucher of the rights for the procedure; That, the thirty-business-day deadline to register these companies in the RPMV is maintained, specifying that this procedure is subject to negative administrative silence; That, the Title of Annex "Application Format for Registration to Act as a Structuring Entity" is replaced by Annex 1 "Application Format for Registration to Act as a Structuring Entity"; That, Annex 2 is
incorporated into the Regulation of Structuring Entities, in order to specify the minimum conditions of physical infrastructure that entities requesting their registration in the RPMV to act as structuring entities must comply with, with the objective of standardizing the requirements that other similar entities meet. These conditions are the following: (i) having a premises and furniture for the development of their activities and operations that constitute their corporate object; (ii) having the authorizations and licenses required by entities other than the SMV and that are necessary for their operation; and, (iii) maintaining a purchase and sale contract or lease or other document that proves ownership, possession, or use of the premises;

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Electronic document digitally signed under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml That, as a consequence of these modifications, it is expected to optimize the administrative procedure for the registration of structuring entities in the RPMV, through the reorganization and simplification of requirements, thereby reducing the administrative burden and improving competitiveness in the securities market; and, Being in accordance with letter a) of Article 1 and letter b) of Article 5 of the Unified Text of the Organic Law of the Superintendency of the Securities Market, approved by Legislative Decree No. 26126 and its amendments; Article 7 of the Unified Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF, numeral 2 of Article 9 of the Regulation of Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF; as well as what was agreed by the Board of Directors of the SMV met in its session of November 21, 2025; IT IS RESOLVED:
Article 1°.- Modify Articles 7 and 8 of the Regulation of Structuring Entities of the Securities Market, approved by Superintendent Resolution No. 142-2014-SMV/02, in the following terms:
«Article 7.- Requirements for registration in the Public Registry of the Securities Market:
7.1 Application for registration in the "Structuring Entities" section of the RPMV signed by the legal representative or authorized representative for such purposes, according to the Format "Application for Registration to Act as a Structuring Entity" contained in Annex 1.
7.2 Indicate the registry number, zone, and office corresponding to the registration of the applicant entity in the Public Registries.
7.3 Copy of the testimony of the public deed of incorporation and corporate bylaws, in which it is stated, as part of the corporate object of said entity, the activity of structuring public offers and financial advisory.
7.4 Curriculum vitae of directors and management team related to the structuring activity, which proves that they have experience of no less than three years performing economic, financial or business advisory activities, and with knowledge of the financial or securities market.
7.5 Sworn statements from directors, management team, professional staff, and legal representatives of the applicant entity, stating that they have not been convicted by a final resolution for the commission of intentional crime, have not been declared bankrupt, insolvent, or subject to concursal proceedings, nor have they received sanctions corresponding to very serious or serious infractions in the securities market, product market, or collective funds during the five years prior to the date of submission of the application; nor have they been director or general manager of a legal person that is under the aforementioned circumstances in the indicated period.
Regarding the last circumstance, it must be understood that the impediment applies to the director or general manager of the company that entered some concursal procedure, or that has been declared bankrupt, or has been sanctioned for the commission of very serious or serious infractions in the securities market.

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Electronic document digitally signed under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
7.6 Have a minimum share capital of S/. 750,000.00 (seven hundred fifty thousand and 00/100 soles) fully subscribed and paid in cash, duly registered in the Public Registries. The net worth shall not be lower than this minimum share capital. The amount of share capital is of constant value and will be updated annually, at the close of each fiscal year, based on the wholesale price index published periodically by the National Institute of Statistics and Informatics, considering as the base of said index, the number obtained for the month of January 1996.
7.7 Sworn statement indicating that it has the minimum physical infrastructure conditions established in Annex 2 of this regulation.
Compliance with these conditions may be verified by the IGSC or the body that acts in its place, prior to the registration of the structuring entity in the RPMV of the Superintendency of the Securities Market.
7.8 Present sworn statement from the professional staff of the company stating having proven experience in economic, financial, or business matters, and with knowledge of the securities market, to a degree compatible with the function to be performed.
7.9 Inform the number of Receipt of Income in the Treasury of the SMV or attach a copy of the deposit voucher in banks of the respective rights.»
«Article 8.- Deadline for evaluation of documentation The deadline that the IGSC has to evaluate the documents presented by applicants for their registration in the RPMV is thirty business days counted from the next business day after the application is submitted. This deadline is suspended for as many days as the applicant entity takes to correct the observations formulated by the SMV. Once the requirements of the SMV are satisfied, the counting of the deadline resumes. This procedure is of prior evaluation with negative administrative silence and is not subject to renewal.»
Article 2°.- Modify the denomination of the "Annex Application Format for Registration to Act as a Structuring Entity" of the Regulation of Structuring Entities of the Securities Market, approved by Superintendent Resolution No. 142-2014-SMV/02, to the following text:
«Annex 1 Application Format for Registration to Act as a Structuring Entity».
Article 3°.- Incorporate a second Annex to the Regulation of Structuring Entities of the Securities Market, approved by Superintendent Resolution No. 142-2014-SMV/02, whose text is the following:
«Annex 2
Minimum Conditions of Physical Infrastructure

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Electronic document digitally signed under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml It is considered that the structuring entity has a physical infrastructure that allows it to develop its corporate object, when all the conditions detailed below concur permanently:

1. It has a premises and furniture for the development of its activities and operations that constitute its corporate object.
2. It has the authorizations and licenses required by entities other than the SMV and that are necessary for its operation.
3. It has a purchase and sale contract or lease or other document that proves ownership, possession, or use of the premises.
   The premises in which the structuring entity develops its activities must be physically separated from any company dedicated to activities similar to those of the structuring entity in order to avoid inducing confusion or error in clients or investors, or that it may appear that said company is also supervised by the SMV.»
   Article 4°.- Publish this resolution in the Official Gazette El Peruano and on the Institutional Page of the Superintendency of the Securities Market – SMV, in the Single Digital Platform of the Peruvian State (www.gob.pe/smv).
   Article 5°.- This resolution will enter into force the day after its publication in the Official Gazette El Peruano.
   Register, communicate, and publish.
   Zósimo Juan Pichihua Serna
   Superintendent of the Securities Market