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[ESTABLISHING A BUSINESS ENTITY IN CHILE]
foreign country, and legalize it per the Apostille Convention of The Hague or by the Chilean Consulate of the corresponding jurisdiction. The simplified procedure is carried out directly by authorized banks and stockbrokers who can obtain the Tax Number for customers who invest in Chile. Starting Activities . If the investment implies the exercise of an economic activity in Chile, the investor will have to "initiate activities" before the SII. This procedure requires a sworn statement in which the taxpayer informs the intention to initiate economic activities in the country, and that they may be taxable. It can be filed electronically on the web page of the SII. Municipal Licenses and Permits . According to the nature of the economic activity involved, certain permits and municipal licenses may be required. Municipal licenses authorize the entity to undertake a specific economic activity within the municipal territory. Simplified Regime for Incorporation . Law No. 20,659 created a Simplified Regime to incorporate legal entities. This Regime allows individuals to incorporate a company “in one day,” without the formalities and higher costs of the General Regime. The procedure shall be carried out by completing an electronic form with the information of the new entity and of its partners or shareholders. The partners or shareholders shall incorporate the entity appearing in two ways: a) Advanced Electronic Signature (“AES”): each partner or shareholder can sign from their computer or electronic device, the relevant form. b) Signature before a Notary Public: Each partner or shareholder shall appear
before a Notary Public, that signs with AES. Incorporation of the company will instantly create a RUT for the entity. Interested individuals shall modify, transform, merge, divide, dissolve and rectify the entity through the Simplified Regime’s website. However, they shall extend a public deed in order to terminate each of these acts. III. Governance, Regulation and Ongoing Maintenance 1. Summary of regulation of each type and ongoing maintenance, reporting requirements The partners of an SRL may mandate the administration to one or more partners or a third party, or parties, appointed in the company’s bylaws. If the partners do not delegate a decision to the administrator, it must be taken unanimously by the partners. Administration of an SA is entrusted to a Board of Directors. The shareholders’ meeting elects the members of the Board by the majority of the shareholders. The bylaws of the SA will determine an invariable number of directors that will integrate the Board and the term of their mandate, that may not exceed three years. The shareholders will meet in ordinary meetings once a year following the bylaws, and extraordinarily if the social necessities require it. In case of a SpA, the shareholders may agree to administrate the company through one or more administrators (like in the case of a SRL), or a board (like in the case of a SA). The bylaws must consider this agreement. 2. Requirements for local shareholding/directors In Chile, there are no requirements for companies to have a local shareholder.
ILN Corporate Group – Establishing a Business Entity Series
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