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[ESTABLISHING A BUSINESS ENTITY IN CHILE]
Though the directors of SA’s and SpA’s may be fully integrated by foreigners, these companies, together with SRL´s must have at least one local representative, authorized to respond before and be notified by local authorities. It should be noted that directors of SA’s and SpA’s hold a fiduciary duty toward the company, which contemplates certain attributions such as full access to all business of the company, but also duties of care and confidentiality. Directors are joint and severally responsible before the company and its shareholders for any damages caused to them due to the infringement of said duties. 3. Minority shareholders’ rights and protection Chilean corporate law establishes a withdrawal right in favor of the minority shareholders when the controller acquires more than 95% of the shares of a publicly traded SA. The minority shareholder must exercise this right within 30 days counted from the date in which the shareholder reached more than de 95% of the shares. 4. ESG General Rule No. 461, year 2021 of the Chilean Financial Market Commission (“FMC”), establishes requirements for the information included in the annual reports of the entities supervised by the FMC, in line with environmental, social and governance criteria (“ESG”). ESG requirements include: a) The mission, vision, and purpose of the entity, and specially, if it adheres to the Guiding Principles of Human Rights and Companies of the United Nations or other equivalent standard. b) Certain matters regarding corporate governance, such as: i) how the entity assess the operation of their corporate
governance; ii) how the entity incorporates a sustainability approach in its businesses, like in environmental matters, social aspects and regarding human rights, in assessment processes and strategic definitions; iii) how the entity identifies and manages conflicts of interest, conducts affecting antitrust and unfair competition, and how it prevents corruption, money laundering and terrorist funding; iv) how it manages the interests of its main stakeholders; v) how it promotes innovation and Research and Development; and vi) how diversity topics are dealt; among other matters. c) Information of the entities workers, the existence of gender equity policies regarding wages, and the existence of policies to prevent and manage employment and sexual harassment. IV. Foreign Investment 1. Any significant barriers to entry for an offshore party In general, there are no restrictions for the development of economic activities. More specifically, as the economic activity is not limited to the State or a Chilean natural person o legal entity, there are no limitations for offshore parties. Save as mentioned below, all the economic activities are open to the private sector, and foreign parties may develop most of them. There are some activities that subject to certain restrictions. for example: ▪ Border areas : Some territories located in border regions of the country cannot be acquired by natural persons from a neighboring country or by legal entities with their headquarters in a neighboring country unless they count with the
ILN Corporate Group – Establishing a Business Entity Series
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