Supreme Decree No. 020-2023

Publication Date: February 10, 2023
Supreme Decree Approving the Consolidated Text of the Securities Market Law SUPREME DECREE No. 020-2023-EF

THE PRESIDENT OF THE REPUBLIC

CONSIDERING:

That, by Legislative Decree No. 861, the Securities Market Law is approved;

That, by Law No. 26702, General Law of the Financial System and the Insurance System and Organic Law of the Superintendence of Banking and Insurance; Law No. 26827, which repeals the final provision of D. Leg. No. 861, Securities Market Law; Law No. 27287, Securities Law; Law No. 27323, Law that modifies Decree Law No. 26126 - Organic Law of Conasev, Legislative Decree No. 604 - Law of Organization and Functions of the National Institute of Statistics and Informatics, Legislative Decree No. 681 - norms that regulate the use of advanced technologies in matters of archives and documents, and Legislative Decree No. 861 - Securities Market Law; and, Law No. 27649, Law that modifies Legislative Decree No. 861, Securities Market Law, various articles of the Securities Market Law are modified and repealed;

That, the Fifteenth Transitory and Final Provision of Law No. 27649, provides that within sixty (60) days of the entry into force of said Law, the Consolidated Text of the Securities Market Law shall be promulgated;

That, by Supreme Decree No. 093-2002-EF, the Consolidated Text of the Securities Market Law is approved;

That, by Law No. 28306, Law that modifies articles of Law No. 27693; Law No. 28655, Law that modifies the income tax law; Law No. 28739, Law that promotes the swap or redemption of investment shares; Law No. 29638, Law that modifies article 137 and paragraph d) of article 226 of Legislative Decree No. 861, Securities Market Law, to facilitate corporate integration between Stock Exchanges and corporate integration between clearing and settlement institutions; Law No. 29660, Law that establishes measures to sanction price manipulation in the securities market; Law No. 29720, Law that promotes the issuance of securities and strengthens the capital market; Law No. 29782, Law on Strengthening the Supervision of the Securities Market; Law No. 30050, Law on Promotion of the Securities Market; Law No. 30708, Law that promotes the development of the capital market; Legislative Decree No. 1061, Legislative Decree that approves modifications to the Securities Market Law, Legislative Decree No. 861; and, the Urgency Decree No. 013-2020, Urgency Decree that promotes financing for SMEs, startups, and Startups, various articles of the Securities Market Law are modified;

That, taking into account the various modifications to the Securities Market Law, the Twelfth Final Complementary Provision of Urgency Decree No. 013-2020 provides for the adaptation of the Consolidated Text of the Securities Market Law, within a period not exceeding one hundred eighty (180) days, considering what is stated in the Sixth Modifying Complementary Provision of said Urgency Decree;

That, according to the Sixth Final Complementary Provision of the Consolidated Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS, entities of the Executive Power are authorized to compile in the respective Consolidated Text the modifications made to legal or regulatory provisions of general scope corresponding to the sector to which they belong, with the aim of compiling all regulations into a single text; and its approval is produced by Supreme Decree of the corresponding Sector, which must have the prior favorable opinion of the Ministry of Justice and Human Rights;

That, by Office No. 2876-2022-JUS/SG dated October 25, 2022, the Ministry of Justice and Human Rights sends to the Ministry of Economy and Finance, Legal Report No. 299-2022-JUS/DGDNCR issued by the General Directorate of Normative Development and Regulatory Quality, by which it provides a favorable opinion on the normative formula of the new Consolidated Text of the Securities Market Law, stating that although the impacts established by the various modifying norms have determined a modification of the numbering of the articles, as well as a variation in the internal referral of the norms, in order to systematize them in a correlated manner; it has not affected the meaning of the norm, nor has it implied the creation, modification or repeal of norms; since its purpose is to organize the regulation, in this case the Securities Market Law, without affecting the substantive aspect of the normative bodies that are systematized; in such a way that it facilitates the use and application of the Securities Market Law by the various operators of law and the general public;

In accordance with what is provided in numeral 8) of article 118 of the Political Constitution of Peru, numeral 3) of article 11 of Law No. 29158, Organic Law of the Executive Power, the Twelfth Final Complementary Provision of Urgency Decree No. 013-2020, Urgency Decree that promotes financing for SMEs, startups, and Startups, and the Sixth Final Complementary Provision of the Consolidated Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS;

DECREES:

Article 1.- Approval of the Consolidated Text of the Securities Market Law, Legislative Decree No. 861
The Consolidated Text of the Securities Market Law, Legislative Decree No. 861, is approved, which consists of 16 (sixteen) titles, 354 (three hundred fifty-four) articles, 15 (fifteen) Complementary Final Provisions, and 11 (eleven) Complementary Transitional Provisions.

Article 2.- Repeal
The Consolidated Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 093-2002-EF, is repealed.

Article 3.- Publication
The publication of this Supreme Decree in the official newspaper El Peruano, as well as in the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe) and in the digital headquarters of the Ministry of Economy and Finance (www.gob.pe/mef), is ordered, on the same day of the publication of this norm in the Official Diary El Peruano.

Article 4.- Validity
This Supreme Decree enters into force the day following its publication in the Official Diary El Peruano.

Article 5.- Refrendo
This Supreme Decree is refrended by the Minister of Economy and Finance.

Given in the Government House, in Lima, on the ninth day of the month of February of the year two thousand twenty-three.

DINA ERCILIA BOLUARTE ZEGARRA
President of the Republic

ALEX ALONSO CONTRERAS MIRANDA
Minister of Economy and Finance

CONSOLIDATED TEXT OF THE SECURITIES MARKET LAW Title I Preliminary Provisions and Definitions

Article 1.- Purpose and Scope of the Law.- The purpose of this law is to promote the orderly development and transparency of the securities market, as well as the adequate protection of the investor.
Public offerings of securities and their issuers, public offering securities, intermediation agents in the securities market, stock exchanges, clearing and settlement institutions, securitization companies, mutual investment funds in securities, investment funds, and, in general, other participants in the securities market, as well as the supervisory and control body, are included in this law. Unless expressly stated otherwise, its provisions do not extend to private offerings of securities. (Text according to article 1 of Legislative Decree No. 861).

Article 2.- Territorial Scope of Application.- The provisions of this law, except for the exceptions it contemplates, apply to all securities that are offered or traded within the national territory.
(Text according to article 2 of Legislative Decree No. 861).

Article 3.- Securities.- Securities are those issued in a massive and freely negotiable manner that confer to their holders credit, ownership, or patrimonial rights, or rights to participate in the capital, equity, or profits of the issuer.
For the purposes of this law, negotiations of rights and indices related to securities are equated to such securities.
Any limitation on the free transferability of securities contained in the respective statute or issuance contract has no legal effect.
(Text according to article 3 of Legislative Decree No. 861).

Article 4.- Public Offering.- A public offering of securities is the adequately disseminated invitation that one or more natural or legal persons address to the general public, or to certain segments thereof, to carry out any legal act referred to the placement, acquisition, or disposal of securities.
(Text according to article 4 of Legislative Decree No. 861).

Article 5. Private Offering.- An offering of securities is private if it is not included in the previous article. Notwithstanding the foregoing, the following are considered private offerings:
a) The offering directed exclusively to institutional investors. Securities acquired by these investors cannot be transferred to third parties, unless they are transferred to another institutional investor or the security is previously registered in the Public Registry of the Securities Market;

b) The offering of securities whose lowest nominal value or unit placement value is equal to or greater than two hundred fifty thousand new soles (S/. 250,000.00). In this case, the securities cannot be transferred by the original acquirer to third parties with lower nominal values or placement prices; and, c) Those established by the SMV. (Text according to article 5 of Legislative Decree No. 861, modified according to article 6 of Law No. 29720).

Article 6.- Intermediation.- Intermediation in the securities market is considered the habitual performance, on behalf of others, of operations of purchase, sale, placement, distribution, brokerage, commission, or negotiation of securities. Likewise, the acquisition of securities carried out on one's own account in a habitual manner with the aim of subsequently placing them in the public and earning a price differential is considered intermediation.
(Text according to article 6 of Legislative Decree No. 861).

Article 7.- Control and Supervision.- The Securities Market Superintendence (SMV) is the public institution responsible for the supervision and control of compliance with this law.
The aforementioned institution is authorized to, adhering to the norms of common law and the general principles of law, administratively interpret the scope of the legal provisions related to the matters addressed in this law. It is also authorized to issue the corresponding regulations. Unless there is an express indication to the contrary, the powers granted to the SMV by this law are exercised by its Board of Directors. (Text according to article 7 of Legislative Decree No. 861).

Article 8.- Terms.- The terms indicated have the following scope in this law:
a) Intermediation agents: Intermediation agents in the securities market; b) Exchanges: Stock exchanges; c) Rating agencies: Risk rating companies; d) SMV: Securities Market Superintendence; e) Official newspaper: The newspaper "El Peruano", in the capital of the Republic and the newspaper in charge of judicial publications in other places thereof; f) Days: Business days; g) Issuer: The private or public law person that issues securities;

h) Mutual funds: Mutual investment funds in securities; i) Economic group: That resulting from the application of the General Law of the Financial System and the Insurance System and Organic Law of the Superintendence of Banking and Insurance; j) Institutional investors: Banks, financial institutions, and insurance companies governed by the General Law of the Financial System and the Insurance System and Organic Law of the Superintendence of Banking and Insurance, intermediation agents, private administrators of pension funds, investment fund management companies, mutual fund management companies, as well as entities abroad that develop similar activities and other persons that the SMV qualifies as such; k) Companies Law: The General Companies Law; (Text according to article 8 of Legislative Decree No. 861). l) General Law: The General Law of the Financial System and the Insurance System and Organic Law of the Superintendence of Banking and Insurance; (Text according to paragraph l) of article 8 of Legislative Decree No. 861, substituted by article 1 of Law No. 27649). m) Centralized mechanism: The centralized mechanism for trading securities; n) Relatives: Those included up to the second degree of consanguinity, first degree of affinity, and the spouse; o) Indirect ownership: That resulting from the application of the General Law; p) Registry: The Public Registry of the Securities Market; q) Bondholders' representative: The trustee referred to in the Companies Law for the issuance of bonds; r) Management companies: Mutual fund management companies; s) Agent companies: Stock agent companies; t) Intermediary companies: Securities intermediary companies; u) Superintendence: The Superintendence of Banking, Insurance, and Private Pension Fund Administrators; v) Audit firms: Audit firms registered in the Unique Registry of Audit Firms; w) Securities: Securities; x) Value registered in the exchange ring: Value registered in the exchange for trading in the ring; y) Linkage: That resulting from the application of the General Law; and, (Text according to article 8 of Legislative Decree No. 861).

z) Central government: Political and administrative organs that constitute the budgetary sections indicated by the State Budget Management Law, Law No. 27029, or the norm that replaces it.
(Text incorporated as paragraph z) of article 8 of Legislative Decree No. 861, by article 1 of Law No. 27649).

Article 9.- Supplementary Norms.- The following apply supplementarily to this law:
a) The General Companies Law; b) The Commercial Code and the Securities Law; (Text according to article 9 of Legislative Decree No. 861). c) Local and international stock and commercial usages, as appropriate; (Text according to paragraph c) of article 9 of Legislative Decree No. 861, substituted according to article 2 of Law No. 27649). d) The Law of General Norms of Administrative Procedures; (Text according to paragraph d) of article 9 of Legislative Decree No. 861, substituted according to article 2 of Law No. 27649). e) The General Law of the Financial System and the Insurance System and Organic Law of the Superintendence of Banking and Insurance; (Text according to paragraph e) of article 9 of Legislative Decree No. 861, substituted according to article 2 of Law No. 27649). f) The Civil and Civil Procedural Codes; and, (Text according to paragraph f) of article 9 of Legislative Decree No. 861, substituted according to article 2 of Law No. 27649). g) The Penal Code. (Text incorporated as paragraph g) of article 9 of Legislative Decree No. 861, according to article 2 of Law No. 27649).

TITLE II
MARKET TRANSPARENCY
Chapter I
General Principles

Article 10.- Quality of Information.- All information that, by provision of this law, must be presented to the SMV, to the exchange, to the entities responsible for the centralized mechanisms, or to investors, must be true, sufficient, and timely. Once the information is received by these institutions, it must be immediately made available to the public.
(Text according to article 10 of Legislative Decree No. 861).

Article 11.- Advertising.- Advertising related to the issuance, placement, or intermediation of securities and any other activity carried out in the securities market must not induce confusion or error.
(Text according to article 11 of Legislative Decree No. 861).

Article 12.- Market Transparency.- Any act, omission, practice, or conduct that threatens the integrity or transparency of the market is prohibited, such as:
a) Providing false or misleading signals regarding the supply or demand of a security, for one's own benefit or that of others, through fictitious transactions, proposals, or transactions that: i) raise or lower the price of securities or financial instruments; ii) increase or decrease their liquidity; or, iii) fix or maintain their price, except as established in paragraph f) of article 190. In this framework, it is also prohibited for directors, managers, members of the investment committee, officials, and persons linked to the investment process of an institutional investor, for their own benefit or that of others, to manipulate the price of their portfolio of securities or financial instruments, or that managed by another institutional investor, through fictitious transactions, proposals, or transactions, causing prices to rise or fall, increasing or decreasing the liquidity of the securities or financial instruments that make up said portfolio. Fictitious transactions are considered those in which no real transfer of securities or financial instruments, of the rights over them, or other similar ones occurs; or those in which, even if there is an effective transfer of securities or financial instruments, the payment of the consideration does not occur; b) Carrying out transactions or inducing the purchase or sale of securities or financial instruments through any deceptive or fraudulent act, practice, or mechanism; c) Providing false or misleading information regarding the situation of a security or financial instruments, its issuer, or its businesses, which by its nature, is capable of influencing the liquidity or price of said security or financial instrument, including the propagation of rumors and false or misleading news, through media, including the internet, or any other means.

Unless proven otherwise, this provision does not apply to opinions or projections made by economic, financial, or investment analysts and journalists, provided that such opinions or projections are supported by a technical report, as appropriate; and, d) That directors, officials, and workers of exchanges and other entities responsible for the management of centralized mechanisms, of clearing and settlement institutions, including the ring director, acquire or transfer securities or financial instruments registered in the Registry, unless they obtain prior authorization from the SMV. This restriction does not apply to the following cases:

1. Released shares;
2. Shares subscribed in exercise of the preferential subscription right established in the Companies Law;
3. Values that come from the condition of user of a public service or have been acquired for tax exemption purposes;
4. Mutual fund participation certificates; and,
5. Others determined by the SMV through a general norm.
   In all cases, such persons must refrain from participating in the general shareholders' meetings of the companies in which they hold shares and that are subject to the control and supervision of the SMV.
   The SMV, through a general norm, may establish and prohibit other situations, behaviors of market abuse, or that infringe the transparency and integrity of the securities market.
   (Text according to article 12 of Legislative Decree No. 861, modified according to article 3 of Law No. 29660).

Chapter II
The Public Registry of the Securities Market
Subchapter I
General Provisions

Article 13.- Purpose.- The Registry is that in which securities, securities issuance programs, mutual funds, investment funds, and participants in the securities market indicated by this law and the respective regulations are registered, with the purpose of making the necessary information available to the public for investors' decision-making and achieving transparency in the market.

Legal entities registered in the Registry and issuers of registered securities are obligated to present the information that this law and other general provisions establish, being responsible for the truthfulness of said information.
(Text according to article 13 of Legislative Decree No. 861).

Article 14.- Entity in Charge of the Registry.- It corresponds to the SMV to maintain the Registry and determine its organization and functioning based on the principles of free access to information and administrative simplification contained in Law No. 25035 and Legislative Decree No. 757.
(Law No. 25035 was repealed by Law No. 27444, General Administrative Procedure Law).
(Text according to article 14 of Legislative Decree No. 861).

Article 15.- Sections.- The Registry consists of the following sections, without prejudice to additional ones established by the SMV, according to market requirements:
a) Of securities and issuance programs; b) Of intermediation agents; c) Of mutual funds; d) Of investment funds; e) Of special purpose companies; f) Of investment fund management companies; g) Of mutual fund management companies; h) Of securitization companies; i) Of rating agencies; j) Of open joint-stock companies; k) Of clearing and settlement institutions; l) Of exchanges and other entities responsible for the management of centralized trading mechanisms, and, m) Of arbitrators. (Text according to article 15 of Legislative Decree No. 861).

Article 16.- Free Access to Information.- The information contained in the Registry is freely accessible to the public. With the limitation resulting from Article 36 of this law, every person has the right to request a simple or certified copy of the data, reports, and documents held therein.
By exception, the SMV, with prior written notification duly justified, may resolve to keep certain documents confidential or decline the issuance of copies, when their disclosure contravenes express legal norms or when circumstances concur that reasonably allow presuming that disclosure will cause serious harm to issuers or third parties. The SMV cannot keep confidential the information it receives as material facts, nor financial information. (Text according to article 16 of Legislative Decree No. 861).

Article 17.- Duties towards Clients and the Market.- Persons registered in the Registry who act in the securities market,

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