Chile

This form of company is primarily governed by Law No. 3.918, along with relevant provisions from the Commercial and Civil Codes, and certain regulations applicable to general partnerships. The partners’ liability is limited to their respective capital contributions or to a greater amount if specified in the company’s bylaws. The transfer of ownership interests requires unanimous consent from all partners. The bylaws can be tailored with significant flexibility to reflect the specific arrangements agreed upon by the members.

Setting up a Limited Liability Company (Sociedad de Responsabilidad Limitada, SRL) in Chile involves several steps, including: 

1. Reserve a company name: The first step in setting up an SRL is to reserve a company name with the Chilean Department of Registrars (Departamento de Registro de Comercio). 
2. Draft the articles of incorporation: The next step is to draft the articles of incorporation, which must include the company’s name, purpose, duration, capitalization, and management structure. The articles of incorporation must be notarized by a Chilean notary public. 
3. Deposit the capital: The SRL must have a minimum capital of 1 UF (Unidad de Fomento), which is an inflation-indexed unit of account used in Chile. The capital must be deposited in a Chilean bank account in the name of the company. 
4. Register with the Chilean Tax Authority: The SRL must register with the Chilean Tax Authority (Servicio de Impuestos Internos) to obtain a tax identification number (RUT). 
5. Obtain a commercial license: The SRL must obtain a commercial license from the municipality in which it will operate. 
6. Register with other government agencies: Depending on the nature of the business, the SRL may be required to register with other government agencies, such as the Ministry of Health or the National Fisheries Service. 
7. Register with the Labor Inspectorate: The SRL must register with the Labor Inspectorate (Inspección del Trabajo) to comply with labor laws and regulations. 
8. After incorporation, the company must obtain or activate its tax registration with the SII, complete the inicio de actividades procedure, and obtain municipal licenses if the business will operate locally. Chile’s official “Empresa en un Día” platform also allows the formation of a Ltda. digitally.

Once the above steps are completed, the SRL is officially established and can begin operations. 

Costs 

Costs are generally modest if the company is formed through the official online platform, which is free apart from signature or notarization costs. Under the traditional route, costs typically arise from notary fees, publication in the Official Gazette, registration at the Commercial Registry, and professional fees. In practice, a straightforward SRL can often be formed with low official costs, while legal and advisory fees vary depending on complexity and whether foreign shareholders are involved. The total estimated costs of setting up a Limited Liability Company (Sociedad de Responsabilidad Limitada, SRL) in Chile, based on the estimated costs provided above, is approximately CLP 393,500 to CLP 681,500, which is roughly EUR 550 to EUR 900. 

Timeline 

Timelines are relatively short. Through the online system, formation can often be completed within 1 to 3 business days, while the traditional route typically takes around 1 to 4 weeks, depending on notarization, registration, publication, and tax setup. Foreign-investor structures may take longer if powers of attorney, foreign documents, translations, or RUT applications are required.

Closing a Limited Liability Company (Sociedad de Responsabilidad Limitada, SRL) in Chile involves several steps to ensure compliance with legal requirements and to terminate the company’s operations effectively. Below is a detailed process: 

1. Closing a Limited Liability Company (Sociedad de Responsabilidad Limitada, SRL) in Chile generally requires the partners to approve the dissolution in accordance with the company’s bylaws and applicable law. As an SRL is a closely held partnership-type entity, dissolution is ordinarily resolved by the partners rather than by a board of directors.
2. Where the company was formed under the traditional regime, the dissolution is usually formalized by public deed, and an extract of the deed must be registered with the relevant Commercial Registry (Registro de Comercio del Conservador de Bienes Raíces) and published in the Official Gazette within the statutory period.
3. After the corporate dissolution has been formalized, the company must wind up its affairs, settle outstanding liabilities, terminate contracts and employment relationships where applicable, distribute any remaining assets among the partners, and complete the corresponding tax closure procedures with the Chilean Internal Revenue Service (Servicio de Impuestos Internos, SII), including the término de giro where required.
4. Final closure is therefore achieved through the combination of corporate dissolution formalities and tax deregistration, rather than through a separate final registry resolution confirming closure.

Costs 

The cost of closing an SRL in Chile is generally moderate and depends on the complexity of the company’s affairs, including whether it has employees, unresolved liabilities, pending tax obligations, or assets requiring formal transfer or liquidation. Official costs typically relate to notarial formalities, Commercial Registry filing, and publication in the Official Gazette, while professional fees for legal, accounting, and tax support are usually the main cost component. In straightforward cases, practical closure costs may often fall in the range of approximately CLP 500,000 to CLP 1,000,000, although more complex cases may exceed this range.

Timelines 

The timeline for closing an SRL in Chile typically ranges from several weeks to several months, depending on the complexity of the liquidation, the settlement of liabilities, and the completion of the tax closure process before the SII. Straightforward cases with no material liabilities or employee issues may be completed relatively quickly, whereas companies with unresolved debts, contractual obligations, labour matters, or pending tax filings may require a longer period.

This type of entity is primarily governed by Law No. 18.046 (the Corporations Act) and the accompanying Corporations Regulations (Reglamento de Sociedades Anónimas).

Corporations in Chile are classified as open (public), closed (private), or special. Open corporations are those that either voluntarily or by legal mandate register their shares with the Securities Registry and are subject to oversight by the Financial Market Commission (Comisión para el Mercado Financiero, or CMF). Special corporations are those created by specific legal provisions, such as banks or insurance companies. Closed corporations are those that do not fall into the open or special categories.

The company’s capital is divided into shares, which can generally be freely transferred. However, exceptions may apply—for instance, through shareholder agreements. Private corporations may include transfer restrictions in their bylaws, whereas public corporations are prohibited from doing so. Shareholders’ liability is limited to the value of their individual contributions.

Setting up a Sociedad Anónima, SA in Chile involves several steps, which include: 

1. Choose a name for the company: The name should be unique and not already registered with the Chilean government. They can search for available names on the website of the Chilean Ministry of Economy. 
2. Draft the company’s bylaws: The bylaws should include the company’s purpose, the name of the shareholders, the capital structure, and other important information. 
3. Choose a legal representative: One needs to appoint a legal representative who will act on behalf of the company in legal matters. This person must be a Chilean citizen or a foreigner with a Chilean residency permit. 
4. Register the company with the Chilean Internal Revenue Service (Servicio de Impuestos Internos or SII): One will need to submit the company’s bylaws, a copy of the legal representative’s ID, and other documents to the SII. The SII will issue a taxpayer identification number (RUT) for the company. 
5. Register the company with the Chilean Securities and Insurance Superintendence (Superintendencia de Valores y Seguros or SVS): If the company will issue securities, such as shares, they will need to register with the SVS. 
6. Register the company with the Chilean Chamber of Commerce: This step is optional, but it can be helpful in gaining credibility and networking opportunities. 
7. Open a bank account: One will need to open a bank account in the name of the company and deposit the minimum capital (approximately CLP 100,000). 
8. Obtain the necessary permits and licenses: Depending on the nature of the business, the founders may need to obtain additional permits and licenses from the relevant government agencies. 
9. Hold a founding shareholders’ meeting: This meeting should be held to approve the bylaws and appoint the company’s board of directors. 
10. Register the company with the Chilean Companies Registry (Registro de Empresas y Sociedades or RES): Once all the previous steps are completed, one needs to register the company with the RES. The RES will issue a certificate of incorporation, which officially establishes the company. 

Costs 

The costs of setting up a Sociedad Anónima (SA) in Chile can vary depending on several factors, such as the size and complexity of the company, the legal fees, and the government fees. Here are some of the typical costs one may expect: 

1. Legal fees: They will likely need to hire a lawyer to help with the registration process and drafting the company’s bylaws. The legal fees can range from CLP 500,000 to CLP 1,500,000 depending on the complexity of the process and the lawyer’s fees. 
2. Government fees: They will need to pay several government fees to register the company with the relevant authorities, such as the Internal Revenue Service, the Securities and Insurance Superintendence, and the Companies Registry. These fees can range from CLP 200,000 to CLP 500,000 depending on the services required. 
3. Minimum capital requirement: As mentioned earlier, theywill need to deposit the minimum capital required by law to open a bank account in the name of the company. The minimum capital is approximately CLP 100,000. 
4. Miscellaneous expenses: There may be other expenses associated with setting up an SA, such as translation fees for documents, notary fees, and the cost of obtaining additional permits and licenses. These costs can vary depending on the specific needs of the company. 

Overall, the total cost of setting up an SA in Chile can range from CLP 800,000 to CLP 2,500,000, depending on the above factors. It’s important to note that these are estimates and the actual costs can vary depending on the specific situation. 

Timelines 

The timeline for setting up an SA in Chile can range from a few weeks to a few months, depending on the specific requirements and circumstances of the company. 

Closing a Sociedad Anónima (SA) in Chile involves several specific legal and administrative steps to ensure compliance with Chilean law. Below is a detailed process tailored for foreign investors: 

1. Board and Shareholder Resolution: They shall convene a board meeting to propose the dissolution of the company. Call an extraordinary shareholders’ meeting to approve the dissolution. A special majority as specified in the bylaws or the General Law on Corporations (Ley de Sociedades Anónimas) is required. Document the resolution in meeting minutes, including the decision to appoint a liquidator. 
2. Appointment of a Liquidator: The shareholders must appoint a liquidator to manage the dissolution and liquidation process. The liquidator can be a person or a firm. The appointment must be formalized in a public deed before a notary public. 
3. Notification and Registration: They shall notify the Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros, SVS) and the Internal Revenue Service (Servicio de Impuestos Internos, SII) about the decision to dissolve the company. Register the dissolution and the appointment of the liquidator with the Commerce Registry (Registro de Comercio). 
4. Publication of Notice: Publish a notice of the dissolution in the Official Gazette (Diario Oficial). Publish the notice in a nationally circulated newspaper to inform creditors and other stakeholders. 
5. Liquidation Process: The liquidator prepares a detailed inventory of the company’s assets and liabilities. They shall settle all outstanding debts and liabilities. This includes notifying creditors, paying off debts, and negotiating settlements if necessary. Ensure that all employee wages, benefits, and severance payments are settled according to Chilean labor laws. Sell off the company’s assets or distribute them to shareholders, as per the liquidation plan. 
6. Final Tax Matters: Obtain a tax clearance certificate (Certificado de No Deuda) from the SII, confirming that all tax obligations have been settled. File the final tax return and pay any remaining taxes. 
7. Formal Dissolution: Draft and execute a public deed of dissolution before a notary public, which includes the liquidation details and confirms the settlement of all obligations. File the public deed of dissolution with the Commerce Registry (Registro de Comercio). Publish the public deed of dissolution in the Official Gazette and a national newspaper. 
8. Final Distribution: Distribute any remaining assets to shareholders according to their ownership percentages. 
9. Cancellation of Licenses and Permits: Notify and cancel any business licenses, permits, or registrations held by the company. 
10. Final Reporting and Closure: Prepare and file the final financial statements with the relevant authorities. Obtain a final resolution from the Commerce Registry confirming the formal closure of the company. 

Costs 

Legal and professional fees can range from EUR 2,000 to EUR 10,000, depending on the complexity of the dissolution and the fees charged by lawyers and accountants. Costs for publishing notices in the Official Gazette and a national newspaper, typically between EUR 100 to EUR 500. Fees for filing documents with the Commerce Registry and other relevant authorities, ranging from EUR 50 to EUR 500. Depending on the appointed liquidator, fees can vary significantly, typically between EUR 1,000 to EUR 5,000. 

Timelines 

The liquidation process can take 3 – 6 months, depending on the complexity of the company’s assets and liabilities. Final dissolution and reporting takes another 1-3 months to complete final filings, obtain tax clearance, and deregister the company. 

A subsidiary is a separate legal entity established by a foreign company in Chile. It is treated as a local company and has its own legal personality, which means that it can enter into contracts, own property, and sue or be sued in its own name. In Chile, a subsidiary is most commonly incorporated as a Sociedad por Acciones (SpA), a Sociedad Anónima (SA), or a Sociedad de Responsabilidad Limitada (Ltda. / SRL). The foreign parent company may hold all or most of the equity interest in the subsidiary, while the management structure of the entity depends on the legal form chosen and the provisions of its constitutional documents.

Establishing a subsidiary in Chile generally involves choosing the appropriate legal structure, preparing and executing the incorporation document, appointing one or more legal representatives with authority to act in Chile, obtaining a Chilean tax identification number (RUT) and completing the tax registration formalities with the Servicio de Impuestos Internos (SII), opening a bank account, and obtaining any sector-specific licences or permits that may be required for the intended business activities. If the company plans to hire employees, it must also complete the relevant labour and social security registrations and comply with Chilean employment legislation.

In practice, incorporation may be carried out either through the official Registro de Empresas y Sociedades / Tu Empresa en un Día platform or through the traditional notarial and registration route, depending on the complexity of the structure and the parties involved. The online system is an established official mechanism and allows the incorporation, amendment, and dissolution of several common company types, including SpA, SA, and Ltda. entities

Please refer to the relevant parts of the text for the costs and timelines of incorporating and dissolving. 

A branch is not a separate legal entity, but rather an extension of the foreign company in Chile. It conducts business in Chile in the name of the foreign parent, and the parent company remains liable for the branch’s debts and obligations. For Chilean tax purposes, a branch or agency of a foreign company is generally treated as a permanent establishment in Chile in respect of the activities carried out locally. Below is a detailed guide on the process of setting up a branch in Chile: 

Costs 

Costs vary significantly depending on the volume of foreign documentation, translation requirements, notarial fees, registration and publication charges, and the complexity of the legal work involved. For that reason, fixed statutory cost ranges expressed in EUR should be treated cautiously unless confirmed by local counsel for the specific transaction. Municipal licence costs also vary depending on the municipality and the activity carried on.

Timelines 

In practice, the overall process usually takes several weeks to a few months, depending on how quickly the foreign corporate documents are prepared, apostilled or legalized, translated, notarized, and filed, as well as how quickly post-registration tax and operational formalities are completed. The registration and publication of the extract must be completed within 60 days of the date of the public deed.

Closing a branch in Chile generally involves a combination of corporate, registration, tax, labour, and administrative steps. A branch is not a separate legal entity, so the foreign parent company must approve the closure and ensure that the Chilean branch’s outstanding obligations are properly settled. For Chilean tax purposes, a branch is generally treated as a permanent establishment, and the tax close-out is therefore a central part of the process. Below is an overview of the process:

1. Approve the closure at parent-company level. The foreign company should adopt the appropriate corporate resolution approving the closure of the Chilean branch and authorising the necessary acts, including the execution of documents in Chile and, where relevant, the revocation of the powers granted to the branch’s legal representative.
2. Prepare the Chilean closing documents. The closure should be documented through the appropriate Chilean notarial instruments, depending on how the branch was originally established and registered. Where powers granted in Chile must be revoked, the corresponding notarial revocation documents should also be prepared.
3. Register the relevant extract or revocation with the Commercial Registry. Where the closure documents or revocation of powers require registration, the relevant extract or instrument should be filed with the Registro de Comercio del Conservador de Bienes Raíces corresponding to the branch’s domicile. The Commercial Registry expressly handles registrations relating to modifications, dissolution-related extracts, powers, and revocations.
4. Notify the Chilean tax authority of the end of activities. The branch must complete the término de giro process before the Servicio de Impuestos Internos (SII) in order to terminate its Chilean tax activity. The SII guidance indicates that the notice of termination is made through Form 2121, generally via the online system, subject to limited exceptions.
5. Report the closure of the branch establishment to the SII. If the branch has a registered establishment or branch office, the opening or closing of that branch location must also be communicated to the SII. The SII states that the deadline to communicate the opening or closure of a branch is within two months from the date on which the opening or closure occurs.
6. File the tax termination notice within the statutory deadline. The tax termination notice should generally be filed within two months from the end of the business activity. This is a key statutory deadline and should not be confused with broader commercial closure steps that may continue afterward.
7. Settle all outstanding tax liabilities and submit final filings. Before the tax close-out can be completed, the branch should regularise its tax position, including any pending tax returns, VAT filings where applicable, supporting records, and other tax obligations. The SII may request additional information during the término de giro process.
8. Settle employment and social security obligations. If the branch has employees in Chile, all employment-related liabilities should be settled, including salary, accrued benefits, termination entitlements where applicable, and the corresponding payroll and social security matters. This is part of the practical close-out even though the detailed requirements depend on the workforce situation.
9. Cancel municipal and operational registrations, if applicable. If the branch holds municipal licences, sector-specific permits, or other local registrations linked to its operations, these should be cancelled or closed with the relevant authorities. The exact steps depend on the municipality and the regulated activity concerned.
10. Close local bank accounts and complete the practical wind-down. Once liabilities have been paid and the relevant registrations are being terminated, the branch should close its Chilean bank accounts and complete any remaining practical wind-down matters, such as contracts, leases, utilities, and supplier accounts. This is a practical closing step rather than a specific statutory corporate formality.
11. Keep evidence of completion of the process. The foreign company should retain the corporate resolution, notarial documents, registry filings, SII confirmations, and evidence that tax, labour, and administrative matters were settled. In practice, this documentation is important to demonstrate that the branch has effectively ceased its activities in Chile.

Costs 

Costs vary significantly depending on the branch’s tax history, the existence of employees, the amount of documentation to be notarised or registered, translation requirements, and the extent of legal and accounting support required. For that reason, fixed cost ranges should be used cautiously unless confirmed by local advisers for the specific case.

Timelines 

The overall timeline depends on the complexity of the branch’s affairs. As a matter of tax procedure, the SII notice should generally be filed within two months from the end of activities or the closure of the branch establishment. The broader practical process may take longer, particularly where there are outstanding tax matters, employees, leases, or deregistration issues.

A representative office in Chile is not generally treated as a separate legal entity or as a distinct statutory company form. In practice, the term is usually used to describe a limited local presence of a foreign company for liaison, promotion, market research, coordination, or similar support activities. If the foreign company intends to conduct business operations in Chile on an ongoing basis, it will usually need to establish a branch / agency or incorporate a local company instead. Establishing a representative office in Chile involves several steps and requirements. Here are some general steps that need to be taken: 

1. Define the intended activities. The foreign company should first determine whether the planned Chilean presence will be limited to non-commercial or auxiliary activities, such as representation, coordination, or market support. This is a critical step because if the office performs core business activities, concludes contracts, or otherwise operates as a business presence in Chile, it may be treated as a permanent establishment for Chilean tax purposes.
2. Decide whether a representative arrangement is sufficient. If the foreign company only needs a limited local presence, it may act through a representative or local office arrangement. If, however, it wishes to undertake commercial activities in Chile on a stable basis, the more appropriate structure will generally be a branch / agency or a Chilean subsidiary. Official investment guidance for Chile identifies the main establishment routes as incorporation of a company or establishment of a branch office.
3. Appoint a local representative, if needed. Where the foreign company must act before the Chilean tax authorities or other institutions, it will generally need a representative with domicile or residence in Chile and sufficient powers to act on its behalf. Chilean tax guidance expressly contemplates foreign investors acting through a representative in Chile.
4. Obtain a Chilean tax number only if the activities require it. If the representative office will have a tax presence, a branch-like presence, or another form of permanent establishment, the foreign entity must obtain a RUT and complete the relevant SII registration or start-of-activities formalities. The SII expressly states that an agency or permanent establishment in Chile must use the applicable electronic tax form and procedure for obtaining a RUT and/or giving notice of commencement of activities.
5. Avoid carrying out business activities beyond the permitted scope. If the office is intended to remain only a representative or liaison presence, it should not be described as carrying on ordinary revenue-generating operations in Chile unless the company is prepared to accept branch or permanent-establishment consequences. Chilean tax materials indicate that offices, agencies, agents, and representatives may constitute a permanent establishment depending on the nature of the activities and powers exercised in Chile.
6. Obtain any practical local registrations required for the specific activity. Depending on how the office operates, the foreign company may still need practical arrangements such as premises, employment registrations, or local administrative steps. These depend on the actual substance of the activity and should be checked case by case.

Costs 

Costs depend primarily on whether the representative office is kept as a limited non-operational presence or whether it must be structured and registered in a way that creates a tax presence in Chile. In simple cases, costs may be limited to legal advice, representation documents, translations, and practical local administration. If the office is in fact treated as a branch, agency, or permanent establishment, costs will be materially higher due to registration, tax, accounting, and compliance requirements.

Timeline 

There is no single statutory incorporation timetable for a representative office as a distinct legal form, because Chilean law does not generally treat it as one. The timeline depends on whether the arrangement remains a simple representative presence or whether the foreign company must obtain a RUT, appoint a representative, and complete tax registration as an agency or permanent establishment.

Closing a representative office in Chile depends on the nature of the presence that was actually established. Because a representative office is not generally a separate legal entity or a distinct statutory form, the closing process is usually an administrative and tax wind-down rather than a formal corporate liquidation. If the office has been registered with the Chilean tax authorities or has operated as an agency, office, agent, representative, or permanent establishment, the foreign company must regularise and terminate that local presence accordingly. Below is an outline of the process: 

1. Confirm the legal and tax status of the office. The foreign company should first determine whether the Chilean presence was merely a representative arrangement or whether it was treated in practice as a taxable office, agency, or permanent establishment. This determines the closing steps that follow.
2. Approve the closure internally. The foreign company should adopt the necessary internal corporate approval to close the office and to revoke any powers granted to local representatives or agents in Chile.
3. Revoke the local representative’s authority, if applicable. If a representative was formally appointed in Chile, the relevant power of attorney or representation document should be revoked and documented appropriately. The exact formalities depend on how the authority was originally granted and used.
4. Notify the SII and terminate tax activity, if the office was registered. If the office obtained a RUT, gave notice of start of activities, or operated as an agency or permanent establishment, the foreign company must complete the applicable tax closing process before the SII, including the relevant término de giro or branch-closure reporting, as applicable. Chilean tax guidance requires agencies or permanent establishments to use the designated electronic procedure for tax registration and activity notifications.
5. Settle all outstanding liabilities. Any taxes, employment costs, lease obligations, supplier debts, or other local liabilities should be settled before the office is fully closed. This is especially important if the office had employees or an actual operating presence in Chile.
6. Cancel practical local arrangements. The foreign company should close local bank accounts, terminate leases and service agreements, and cancel any operational or municipal registrations that may apply to the office’s activity. The precise steps depend on what was actually in place.
7. Keep evidence of closure. The foreign company should retain the internal resolution, revocation documents, tax confirmations, and proof that Chilean liabilities and registrations were properly terminated. This helps demonstrate that the representative presence has effectively ceased.

Costs 

Costs vary substantially depending on whether the office was a simple liaison presence or a tax-registered local establishment. In a straightforward non-operational case, costs are usually limited to legal advice, documentation, and practical termination expenses. If the office had a registered tax presence, employees, or contracts in Chile, the costs will be higher because tax, employment, and compliance close-out work will be required.Notarization of documents and registrations might cost around EUR 500 to EUR 2,000. Publishing the notice of closure in the Official Gazette can cost approximately EUR 100 to EUR 300. Services for preparing final tax returns, obtaining tax clearance, and handling the financial closure could cost between EUR 1,000 and EUR 5,000. 

Timeline 

There is no single statutory liquidation timetable because a representative office is not generally treated as a distinct legal entity in Chile. Timing depends on whether the office had a RUT, employees, premises, or taxable activities, and whether a formal tax termination process before the SII is required.