Chilean Company Law & Regulations

Posted on Nov 18, 2024 in Law & Jurisprudence

Task Legislation

Commercial Acts

Article 3 defines acts of trade as those undertaken as part of a business by one or both contracting parties. These include:

  1. Purchase and exchange of movable goods intended for resale, barter, or lease, and the subsequent sale, exchange, or lease of these goods. Ancillary purchases or barters to complement core industrial operations are excluded.
  2. Purchase of a commercial establishment.
  3. Lease of movable goods with the intent to sublet.
  4. Commercial commission or mandate.
  5. Undertakings of factories, warehouses, shops, bazaars, inns, cafes, and similar establishments.
  6. Land, river, or waterway transport companies.
  7. Deposit companies for goods, stores, supplies, business agencies, and auction houses.
  8. Public entertainment businesses, subject to police regulations.
  9. Marine insurance companies, including those insuring goods transported by canals and rivers.
  10. Operations involving bills of exchange, promissory notes, checks, and money remittances under exchange contracts.
  11. Banking, exchange, and brokerage operations.
  12. Stock trading.
  13. Construction, purchase, and sale of ships and related gear and supplies.
  14. Shipowners’ associations.
  15. Expeditions, transportation, storage, or shipping consignments.
  16. Charters, insurance, and other maritime trade contracts.
  17. Obligations arising from failures, wrecks, and salvage.
  18. Agreements on wages of pursers, captains, officers, and crew.
  19. Contracts for shipping lanes, pilots, and seamen for ship service.
  20. Construction companies for real estate projects like buildings, roads, bridges, canals, drains, and industrial facilities.

Company Structures

Article 348 recognizes three types of companies:

  1. Collective partnership (Sociedad colectiva)
  2. Corporation (Sociedad anónima)
  3. Limited partnership (Sociedad en comandita)

It also recognizes joint ventures (asociación o cuentas en participación).

Partnership Formation and Documentation

Articles 349-361

These articles detail partnership formation, registration, dissolution, and amendments. Key aspects include capacity to contract, public deed requirements, registration in the Commercial Register, consequences of omissions, and liability of partners.

Partnership Name and Liability

Articles 365-374

These articles address the formation of the partnership name, restrictions on its use, liability associated with the name, and consequences of unauthorized use.

Partnership Capital, Profits, and Losses

Articles 375-383

These articles define the social fund, acceptable contributions, distribution of profits and losses, and the rights and obligations of partners regarding contributions.

Partnership Administration

Articles 384-403

These articles outline partnership administration, including the powers of partners, decision-making processes, delegation of authority, and responsibilities of administrators.

Partnership Dissolution and Liquidation

Articles 407-418

These articles detail the process of partnership dissolution and liquidation, including the appointment and duties of liquidators, and the handling of disputes.

Statute of Limitations for Partnership Actions

Articles 419-423

These articles define the statute of limitations for actions against non-paying partners and liquidators.

Limited Partnerships

Articles 470-506

These articles describe limited partnerships, including the types (simple and by shares), the roles of limited and managing partners, their respective liabilities, and regulations specific to limited partnerships.

Joint Ventures

Articles 507-511

These articles define joint ventures, their characteristics, the role of the managing partner, and the rights and obligations of participants.

Act on Limited Liability Companies (1923)

This act authorizes the establishment of limited liability companies (LLCs) distinct from corporations and partnerships, outlining their formation, registration, and governance.

Corporations Act

The Presidency of the Republic of Chile has approved the following

BILL:


PART I
Society and its Constitution

Section 1 The corporation is a legal entity formed by the meeting of a common fund, provided by shareholders liable only for their respective contributions and administered by a board composed of members essentially revocable.
The corporation is always commercial, even when it is formed for conducting business in a suit.

2nd Art Corporations are of two
classes: open or closed.
Open corporations are:
1) Those with 500 or more shareholders.
2) Those in which at least 10% of its
capital belongs to at least 100
shareholders, excluding those who individually or
through other persons or companies,
exceed that percentage, and
3) Those who voluntarily register their
shares in the Securities Register.
Corporations are not closed
included in the preceding paragraph.
The stock companies and societies
anonymous closed to agree in their statutes
subject to the rules governing companies
-stock, or by statute are
obligation, it shall be subject to the
inspection of the Superintendence of Securities and
Insurance Superintendency hereinafter shall
entered in the Register of Securities and observe
the provisions applicable to companies
anonymous open.
The Superintendent may, by rule
In general, establish categories of
open corporations for purposes of
control and may establish rules and
performance requirements and information
simplified in the case of companies
not making public offering of its securities or the
the same transaction is not relevant for
the stock market.
Corporations that cease to fulfill
conditions to be considered open or
who have voluntarily enrolled in the
Securities Registry, will continue to hamper
rules which govern, while the board
Extraordinary shareholders decides to what
contrary by the two thirds of the shares
voting. In this case, the shareholder
absent or dissenting entitled to retirement.
Every time this law refers to
the companies under the oversight by
control or supervision of the Superintendence
or used other similar expressions
means, unless otherwise expressly stated otherwise,
that the reference is to corporations
open.
The provisions of this Act shall prevail
on the statutes of the companies
cease to be closed, for having met
some of the requirements of
second paragraph of this Article. The
above is without prejudice to the obligation of
these companies to adjust their statutes to the
rules of this law, together with the
first amendment is introduced in them.
LAW 19,705
2nd Art No. 1
OJ 20/12/2000
LAW 19,769
Article 5 No. 1 a)
OJ 07/11/2001
LAW 19,769
Article 5 No. 1 b and c)
OJ 07/11/2001

Article 3 ° The corporation is formed, it exists and
tested by public deed registered and published in
the terms of article 5. The timely
registration and publication become effective
retroactive to the date of writing.
The proceedings of general meetings of shareholders in
agreed to amend the Articles of Association or
dissolve the partnership, will be reduced to writing
public with the formalities set out in sub
prev.
Not be admissible evidence of any kind against
tenor of the scriptures given in compliance with the
preceding paragraphs, or even to justify the existence
of covenants expressed in them.
LAW 19,499
Art.13 a)
DO11.04.1997

Art. 4 Writing the society shall specify:
1) The name, profession and address of the
shareholders who attend the award;
2) The name and address of the company;
3) The enumeration of specific objects or
society;
4) The duration of the company, which may be
indefinite and, if nothing is said, will have this character;
5) The capital of the company, the number of shares
that is divided along with their series and
privileges, if any, and whether or not they are actions
nominal value, the form and time in which shareholders
must pay its contribution, and the indication and evaluation of
any contribution that does not consist of money;
6) The organization and methods of
social administration and oversight by the
shareholders;
7) The date of exercise and needs to close
fabricated balance and time to be
held the regular meeting of shareholders;
8) The form of distribution of profits;
9) The way it should be the liquidation;
10) The nature of arbitration shall be
subject differences that occur between
shareholders in their capacity as such, or between them and the
company or its directors, either during the term
of the company or during its liquidation. If nothing is
saith, it is understood that the differences will be
subject to the decision of an arbitrator arbitrator;
11) The appointment of members of the
temporary directory and external auditors or
inspectors of accounts, if any, to be
control the first financial year;
12) Other covenants agreed by shareholders.
LAW 19,499
Art.13 b)
DO11.04.1997

Article 5 ° An extract from the charter, approved by the respective notary must register at the Commercial Registry for the seat of the company and published only once in the Official Journal.
The registration and publication shall be made within 60 days from the date of the charter.
The extract from the articles of association shall state:
1) The name, profession and address of shareholders who attend the award;
2) The name, or objects, address and the duration of the company;
3) The capital and number of shares into which it divides, along with their series and privileges, if any, and if the shares have nominal or no value, and
4) Indication of the amount subscribed and paid capital and time to learn, if necessary.
The extract of an amendment shall state the date of writing and the name and address of the notary before whom it is granted. You only need to reference the contents of the reform when they have changed some of the matters referred to in the preceding paragraph.

Article 5: A. – If the charter is
not given the means established
company domiciled in the place of issue of
former.
In case of default of either
designations refer to number 11) of Article
4th, may perform a general meeting of shareholders
society.
LAW 19,499
Art.13 c)
DO11.04.1997

Article 6 .- Notwithstanding the disposal of the
Article 6 º A, the corporation that is not
constituted by public deed or in whose work
constitution omits any mention
required in items 1, 2, 3 or 5 of article 4,
or whose statement has been registered or published
late or in which he has omitted any
of the entries for it are required in the
Article 5, is absolutely void, without prejudice
sanitation in accordance with law. Declared
nullity, it will be liquidated.
No society, however, enjoy personality
legal and will be liquidated as a corporation
if it consists of a public deed or instrument
reduced to a public or docketed.
Will suffer the same nullity reforms
statutes and the agreement of dissolution of a corporation
timely recorded and published but whose
extracts omitted any mention
required under article 5, but these
reforms and agreed to produce effects against
shareholders and third parties until it has been
declared invalid, the declaration of this
revocation is not retroactive and only produces governed
for situations that occur from time
that it is enforceable in the resolution that the
contains, all without prejudice of sanitation in
accordance with the law.
Omission is equated with any
essential that there is disagreement between the
writings and inscriptions or publications
of their respective extracts. Means
essential disagreement that which induces a
misunderstanding of the extracted script.
The giving of the covenant declared invalid
jointly liable to third with
those who had engaged in name and interest
society.
In any case, not be required invalid
a society or a change in the status
social, after four years from
the occurrence of the defect that arises.
LAW 19,499
Section 13 d)
OJ 11/04/1997
LAW 19,705
2nd Art No. 2
OJ 20/12/2000

Article 6 º A. – Notwithstanding the provisions of
previous article, the corporation and comprising no
deed, instrument or reduced to
deed, instrument or protocol, is
null and void and may not be healthy.
Notwithstanding the foregoing, if any will actually
in a community among its members. Earnings
and losses are distributed and bear and restitution
the contributions shall be made between them under the
agreed and, in substitution, in accordance with the provisions
for limited companies.
The members of the community will respond
severally to third with those who had
contracted on behalf and in the interest of it, and may not
enforceable against third parties the lack of instruments
mentioned in paragraph one. Third parties may
indeed prove the existence of any of the
evidence as they recognize the Commercial Code, and
the test will be assessed according to the rules of the
sound criticism.
The amendment which has not been extract
promptly recorded and released will not adversely
or against the shareholders or any third party, except
For sanitation in accordance with law and with the
restrictions it imposes. Such deprivation of
operate in full effect, without prejudice to the
action for unjust enrichment may be appropriate.
LAW 19,499
Art.13 d)
DO11.04.1997

Art 7 ° The company must maintain at headquarters and in its branches or agencies available to shareholders, updated copies of its charter signed by the director, indicating the date and notary was granted in writing constitution and its amendments, if any, and information about its legalization. You must also maintain a current list of shareholders, stating the address and number of shares of each.
The directors, manager, liquidator or liquidators, if any, shall be jointly liable for harm caused to shareholders and third parties because of the lack of fidelity or validity of the documents mentioned in the preceding paragraph. The above is without prejudice to administrative sanctions may also apply to the Superintendent stock companies.

PART II
The name and purpose

Article 8 ° The name of the company must include the words “Incorporated” or the abbreviation “SA”.
If the name of a company were identical or similar to an existing one, the latter shall be entitled to demand its amendment in a summary trial.

Article 9 ° The company may be designed or
objects any gainful occupation other than
contrary to law, morals, public order
or security.
RECTIFICATION
OJ 31/10/1981

PART III
Social capital, actions and shareholders

Article 10. The capital of the company must be set precisely in the statute and can only be increased or decreased by the same reform.
Notwithstanding the foregoing paragraph, the capital and the value of the shares shall be modified automatically every time the ordinary shareholders meeting approved the balance of the year. The balance sheet should state the new capital and shareholder value resulting from the distribution of the restatement of capital.
For the purposes of the preceding paragraph, the board, to bring the balance of the year for consideration by the board must first proportionally distribute the restatement of capital between paid-in capital accounts, the retained earnings and other representative accounts of the estate.

Article 11 .- The capital shall be divided into
shares of equal value. If the person was capital
divided into shares of different series, the shares
of the same series should be equal.
The initial capital must be fully
subscribed and paid within a period not exceeding three years.
If this did ever occur, the expiration of that period the
social capital will be reduced to the amount actually
subscribed and paid.
Nothing in the preceding paragraph is without prejudice
as provided in special laws.
LAW 19,499
Art.13 e)
DO11.04.1997

Article 12. Shares are registered and your membership shall be in writing in the manner determined by the regulations. The transfer shall conform to such rules, which also determine the entries should contain the titles and the way they replace those lost or missing.
A society does not include deciding on the transfer of shares and is required to register without any further delay transfers that are submitted, provided that they comply with minimum formalities required by the Regulation.
In open societies the Superintendency resolved administratively, after hearing the parties concerned, the difficulties arising in connection with the processing and registration of a transfer of shares.
The Superintendent may permit the companies under its control, to establish systems to replace the obligation to issue securities or in certain cases to simplify the form of transfers of shares, provided that such systems properly safeguard the rights of shareholders.