Company formation in brief
Chilean legislation provides for the possibility of establishing enterprises in organizational and legal forms such as:
• Sociedad Anónima - limited liability joint stock corporation
• Sociedad Colectiva - unlimited partnership
• Sociedad de responsabilidad limitada - limited liability partnership without issue of shares
• Sociedad en comandita por acciones - limited liability partnership with the issue of shares
• Asociación (cuentas en participación) - association
A limited liability joint stock corporation (Sociedad Anónima) can be organized by two shareholders and has the following features:
• a corporation can be formed without actually paying any minimum capital, but the declared capital must be paid in full within three years from the date of incorporation;
• a corporation can be either open or closed;
• management is carried out by the Board of Directors, whose members can be removed from office by shareholders at any time:
• the board of directors consists of at least three members in the case of a closed corporation and at least five members in the case of a public corporation;
• a corporation cannot be a non-profit organization.
A Chilean corporation is considered a publicly traded corporation (and accordingly regulated by the Chilean Securities and Insurance Authority) if it meets at least one of the following conditions:
• shares of a corporation or other securities are listed on the stock exchange or offered to investors for public sale;
• the corporation has at least 500 registered shareholders;
• at least 10% of the subscribed capital is owned by more than 100 shareholders (excluding any shareholder who personally owns, directly or through another natural or legal person, more than 10% of the share capital of the corporation);
• The corporation decides that its activities will be governed by the Regulations on the Open Corporation.
Any other corporation is considered a closed corporation.
All corporations are incorporated by drawing up a title deed, which is registered in the Register of Trade Enterprises at the seat of the legal address of the enterprise. A summary of such an act must be published in the Chilean newspaper (Diario Oficial). Both registration and publication must be completed within 60 days of the signing of the title deed.
Chilean Partnerships of All Species are established by at least two partners and has the following features:
• the partnership can be established without actually paying any minimum capital, which can be presented either in the form of ordinary shares or in the form of shares;
• each general partner bears unlimited liability for the debts and obligations of the enterprise;
• each limited partner is liable for the debts and liabilities of the enterprise only in the amount of capital that he or she contributes to the enterprise or a larger amount, which is determined by the act on the creation of the partnership;
• the enterprise is managed by the general partners themselves or by their appointed managers;
• the name of the partnership must include the name / title of one of the partners or indicate the purpose of the partnership.
An association (Asociación - cuentas en participación) is created by the signing of a contract by at least two individuals or legal entities whose purpose is to participate in a commercial activity that will be carried out by one of the parties to the contract on its own behalf. All parties to the association participate equally in its profits and losses. The manager of the association is obliged, upon request, to submit to all members a report on his activities. Responsibility for the debts and obligations of the enterprise falls on the partner on whose behalf the business is carried out. The legislation does not require the official registration of the association.
For a foreign investor in Chile, all sectors of the country's economy are available in consultation with the Chilean Foreign Investment Committee. Foreign capital must be fully paid up within 3 years from the date of approval by the Foreign Investment Committee (this period can be extended to 8 or 12 years in the case of an industrial or mining project. The so-called "small investments" can be made in cash and register with the central bank of Chile without the approval of the Foreign Investment Committee.
Chile has duty-free zones around the ports of Iquic in the north and Punta Arenas in the south. Manufacturers located in these zones do not pay corporate tax and customs duties, as well as VAT on imported goods and materials, if such are re-exported after processing.
Argentina, Australia, Austria, Belgium, Brazil, Canada, China, Colombia, Croatia, Czech Republic, Denmark, Ecuador, France, Ireland, Italy, Japan, Malaysia, Mexico, New Zealand, Norway, Paraguay, Peru, Poland, Portugal, Russia, South Africa, South Korea, Spain, Sweden, Switzerland, Thailand, United Kingdom, Uruguay.
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