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[ESTABLISHING A BUSINESS ENTITY IN CHILE]
II.
Steps and Timing to Establish
Commerce and published in the Official Gazette. Any amendment to the SpA’s bylaws requires the approval of the shareholders in a meeting as described for SA’s. Nevertheless, this is not necessary if all shareholders appear granting such amendment in a public deed or a private instrument before a public notary. Within a 60 days as of the date of the amendment document, its excerpt must be registered at the Register of Commerce and published in the Official Gazette. 2. Other Formalities Tax Number . After the legal constitution is completed, all entities must obtain a Tax Number (RUT) before the Internal Revenue Service ( Servicio de Impuestos Internos , “SII”). Foreign investors that wish to hold a share in a local entity must obtain also a Tax Number and appoint a legal representative on their behalf with domicile or residence in Chile. For these effects, the SII will require (i) the appointment of a local representative, with domicile in Chile with sufficient authorities to represent the foreign investor; and, (ii) evidence of existence of the foreign investor (in case of an individual, a legalized copy of its passport; and, in the case of a legal entity, a copy of its bylaws and a certificate of good standing, duly legalized and translated into Spanish). There are two alternatives to obtain the Tax Number. The standard procedure and the simplified procedure. The standard procedure may be undertaken by the foreign investor or through a legal representative domiciled or with residence in Chile. If the foreign investor undertakes the procedure, he/she will have to fill out the Form F-4415 (Registration of RUT and Sworn Declaration of Start of Activities). If the legal representative undertakes it, he/she will have to be given a power of attorney granted before a public notary in Chile, or in a
1. Brief
overview
of
steps
to
incorporate/constitute each entity a) Sociedad de Responsabilidad Limitada The constitution of an SRL requires a public deed granted before a notary public by at least two partners. Within the next sixty days, the partners must register an excerpt of the document in the Register of Commerce corresponding to its domicile and publish it in the Official Gazette. Any amendment to the bylaws requires the agreement of all the partners, recorded in a public deed. An excerpt of it must be recorded in the Register of Commerce and published in the Official Gazette within 60 days. b) Sociedad Anonima The establishment of a SA requires the same process as the one described for the SRL. In the case of an amendment to the bylaws, an extraordinary meeting of the shareholders is required. Besides certain particular matters which require the approval of two-thirds of the shareholders with voting rights (transformation into a different type of company, reductions of capital, sale of more than 50% of the assets, et all), ordinary amendments require majority of shareholders to be approved. The shareholders must record a brief of the meeting into a public deed, and, within the next sixty days, an excerpt containing the amendment must be filed at the Register of Commerce and published in the Official Gazette. c) Sociedad por Acciones The incorporation of an SpA requires a public deed, or a private document signed by all the shareholders, in which case a public notary must verify and legalize it. Within a 60 days as of the date of the incorporation document, its excerpt must be registered at the Register of
ILN Corporate Group – Establishing a Business Entity Series
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