Peru SMV registration
For companies and investors whose activities cross between the United States and Peru, understanding the role of the Superintendencia del Mercado de Valores (SMV) — Peru’s securities and capital markets regulator — is essential. Whether you are a Peruvian issuer seeking access to U.S. capital markets or a U.S. entity structuring an offering that reaches Peruvian investors, the registration, disclosure, and compliance requirements of both jurisdictions must be addressed. Law Offices of SRIS, P.C. is a U.S. law firm with an international clientele, and through its Of Counsel network the firm collaborates with Peruvian-admitted counsel on the Peruvian-law side of cross-border capital markets matters. To discuss your situation, reach the firm at (888) 437-7747.
What This Cross-Border Practice Area Covers
Peru SMV registration refers to the process by which securities offerings, investment funds, and market intermediaries obtain authorization from the Superintendencia del Mercado de Valores to operate in Peru’s capital markets. The SMV oversees public offerings, ongoing disclosure, market conduct, and the registration of broker-dealers, investment advisors, and collective investment schemes under Peruvian law. For a cross-border transaction, the U.S. side is governed by the federal securities laws administered by the U.S. Securities and Exchange Commission (SEC), principally the Securities Act of 1933 and the Securities Exchange Act of 1934.
When a transaction involves both U.S. and Peruvian elements — for example, a Peruvian company conducting a Regulation S offering outside the United States while also considering a concurrent U.S. private placement under Rule 144A — the legal work divides along jurisdictional lines. The U.S.-admitted attorneys at Law Offices of SRIS, P.C. handle SEC registration, exemption analysis, and U.S. disclosure obligations. For the Peruvian-law requirements, including SMV registration, prospectus approval, and local securities regulation, the firm works with Martín Mayandía, Of Counsel, admitted to practice law in Peru (2009) and not admitted in any U.S. state bar; his role is limited to Peru-law matters in collaboration with the U.S.-admitted attorneys of the firm.
How Mr. Sris and His Of Counsel Network Handle These Matters
Mr. Sris, the firm’s founder and managing attorney, is admitted to practice in Virginia, Maryland, the District of Columbia, New Jersey, and New York. He and the U.S.-admitted attorneys of the firm take the lead on all U.S. securities law aspects: structuring the transaction to comply with SEC registration or exemption requirements, preparing U.S. disclosure documents, and advising on U.S. broker-dealer and investment adviser regulations. When the matter requires Peruvian-law work — such as an SMV registration application, a local prospectus, or advice on Peruvian securities regulations — the firm engages Martín Mayandía, Of Counsel, who is admitted to practice law in Peru (2009) and not admitted in any U.S. state bar. Mr. Mayandía’s role is limited to Peru-law matters in collaboration with the U.S.-admitted attorneys of the firm.
This division of responsibility ensures that each jurisdiction’s legal work is performed by an attorney licensed in that jurisdiction. Mr. Sris and the Peruvian Of Counsel coordinate on the overall transaction structure, timing, and cross-border regulatory interfaces, but each side remains responsible for the law of its own country. Clients receive integrated advice without any attorney practicing law where they are not admitted.
About Mr. Sris and the firm’s Of Counsel Network
Mr. Sris, Owner and Founder of Law Offices of SRIS, P.C., founded the firm in 1997. He is a former prosecutor and is admitted to practice in Virginia, Maryland, the District of Columbia, New Jersey, and New York. Mr. Sris testified before the Virginia House Courts of Justice Committee in support of 2019 HB 635 (chief patron Del. David Bulova), the bill that became the 2019 revision to Va. Code § 20-107.3(g).
For cross-border capital markets matters involving Peru, the firm’s Of Counsel network includes Martín Mayandía, who is admitted to practice law in Peru (2009) and not admitted in any U.S. state bar. Mr. Mayandía’s practice with the firm is limited to Peru-law matters and to serving as a liaison for international clients with the U.S.-admitted attorneys of the firm. Mr. Sris and his Of Counsel bring extensive combined legal experience across U.S. and foreign jurisdictions.
Frequently Asked Questions
What is the SMV and why does registration matter for a cross-border transaction?
The SMV (Superintendencia del Mercado de Valores) is Peru’s securities regulator, responsible for overseeing public offerings, market intermediaries, and disclosure in Peru’s capital markets. When a securities offering is directed at Peruvian investors or involves a Peruvian issuer, SMV registration or an applicable exemption is typically required under Peruvian law. The U.S. side is governed by SEC rules. A cross-border transaction must satisfy both regulatory frameworks, which is why coordination between U.S.-admitted and Peruvian-admitted counsel is important.
Do I need both a U.S. lawyer and a Peruvian lawyer for a securities offering that touches both countries?
Yes, because U.S. securities law and Peruvian securities law are separate legal systems, and each requires work by an attorney licensed in that jurisdiction. The U.S.-admitted attorneys at Law Offices of SRIS, P.C. handle SEC registration, exemption analysis, and U.S. disclosure. For Peruvian-law requirements — SMV registration, local prospectus, and Peruvian securities regulations — the firm collaborates with Martín Mayandía, Of Counsel, who is admitted in Peru and not admitted in any U.S. state bar. This division keeps the legal work within each attorney’s licensure.
How does the firm handle the U.S. securities law side of a Peru-related capital markets matter?
The firm’s U.S.-admitted attorneys, led by Mr. Sris, structure the transaction under the Securities Act of 1933 and the Securities Exchange Act of 1934. This includes analyzing whether the offering qualifies for an exemption such as Regulation D, Regulation S, or Rule 144A; preparing private placement memoranda or registration statements; and advising on U.S. broker-dealer and investment adviser issues. Mr. Sris coordinates with the Peruvian Of Counsel to ensure the overall structure works under both legal systems.
What should I bring to an initial consultation about a cross-border capital markets matter?
Bring a summary of the proposed transaction, the jurisdictions involved, the type of securities, and any existing corporate documents. For a Peru-related matter, it is helpful to have information about the issuer’s Peruvian corporate structure, any prior SMV registrations, and the target investor base. The consultation will focus on identifying the U.S. and Peruvian legal issues and outlining a coordinated approach. For guidance on your specific situation, reach Law Offices of SRIS, P.C. at (888) 437-7747.
How do I engage cross-border counsel for a Peru SMV registration matter?
Contact the firm to schedule a consultation; the engagement will define the scope of U.S. legal work and the coordination with Peruvian Of Counsel. The firm’s U.S.-admitted attorneys will handle the U.S. securities law aspects, and Martín Mayandía, Of Counsel, will be engaged separately for the Peruvian-law work. Each engagement is structured to respect the jurisdictional limits of the attorneys involved. To discuss the details of your international matter, contact Law Offices of SRIS, P.C. at (888) 437-7747.