In Chilean corporate law legislation, a joint-stock company (S.A.) is a business entity in which different stocks can be bought and owned by shareholders. Each shareholder owns a company stock in proportion, evidenced by their certificates of ownership.

In accordance with Chilean laws on joint-stock companies (JSC, LAO) N ° 18,046 and a Limited Liability Company N ° 3918, in order to do business in Chile on a regular basis, the foreign corporation must: create a company that can be organized such as Joint Stock company (Sociedad Anónima) or Agency (Agencia de Sociedad Extranjera), we recommend the establishment of a joint-stock company, since it may consist of an unlimited number of shareholders.

The process of making a joint-stock company

Registration of the shareholder

A foreign company CAN be registered in Chile, for the registration, the company must appoint a representative or an executive director. After that, he or she may take part in local companies.

Shareholders and Board of Directors

In accordance with the Chilean corporate law, shareholders are only responsible for corporate debts and obligations up to the amount of their subscription to the capital. The Corporation Administration is entrusted to the Board of Directors, which may consist of three (for the Company) or five (for JSC) Directors, and which could be shareholders or not. The Board of Directors shall convene at least twice a year to discuss the current activities of the company. The directors could be residents of the country and even may not reside in Chile, but they MUST have a Chilean VAT identification number (RUT). Also, in the case of non-residents of Directors,The Board of Executive Directors shall be appointed by the resident.

Capital requirements

Restrictions on the amount of minimal capital in Chile does NOT exist. Corporate capital shall be divided into registered shares (confirmed or not confirmed) that are equal to the nominal value.

To register as a corporation in Chile, the founders must submit the proposed incorporation and corporate acts of the local corporations to the Companies House for approval. Its bylaws and corporate acts must be submitted in Spanish and are approved if they meet the following requirements:

  1. Edit a power of attorney, legalize it and enter it into the local registry (for remote opening)
  2. Obtaining a tax number on the partner
  3. Corporate documents and their notarization
  4. To register corporations in the State Registration Chamber
  5. The registration of the Tax Office for RUT (tax ID-number)

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