Countries › Chile › Guide › 4. Entities and setup › Choosing a legal entity in Chile: SpA, S.A., Ltda., EIRL or branch, with registry, capital, governance and annual cost rules

Choosing a legal entity in Chile: SpA, S.A., Ltda., EIRL or branch, with registry, capital, governance and annual cost rules

Last verified: 2026-10-25 · Status: Stable

Most foreign investors in Chile use a sociedad por acciones (SpA): it can have a single shareholder, which may be a foreign company, its bylaws are largely free, and the law sets no minimum capital. A closely held corporation (S.A. cerrada) needs at least two shareholders and a board of at least three, a limited liability company (Ltda.) allows 2 to 50 partners, an EIRL is only for one individual, and a branch of a foreign corporation goes through a notary, the Commercial Registry and the Diario Oficial. Every company type except the branch and the open S.A. can be formed online, free of registry fees, through the Registro de Empresas y Sociedades, which gets a tax ID (RUT) from the SII at the moment of registration.

USD figures use the dólar observado of CLP 972.60 per US dollar for 1 October 2026, the latest value shown in the SII dólar observado table on the verification date. The UTM used for the municipal licence tax is CLP 72,151 for October 2026, from the SII UTM table. Conversions are for orientation only.

Key facts

Fee to incorporate in the online Registro de Empresas y Sociedades	0 CLPLey Nº 20.659, art. 11, as of 2026-10-25 · in force
Time to incorporate online once all founders have signed	Same day: registered from the last signature, RUT assigned at the same time textLey Nº 20.659, art. 4 and art. 13, as of 2026-10-25 · in force
Minimum number of shareholders of an SpA	1 personsCódigo de Comercio, art. 424, as of 2026-10-25 · in force
Minimum capital of an SpA	No minimum set by law textCódigo de Comercio, art. 434, as of 2026-10-25 · in force
Default term to pay SpA capital if the bylaws are silent	5 yearsCódigo de Comercio, art. 434, as of 2026-10-25 · in force
Deadline to register and publish the SpA extract on the traditional route	60 daysCódigo de Comercio, art. 426, as amended by Ley Nº 21.608, as of 2026-10-25 · in force
Minimum board size of a closely held corporation	3 personsLey Nº 18.046, art. 31, as of 2026-10-25 · in force
Maximum term to pay the initial capital of a corporation	3 yearsLey Nº 18.046, art. 11, as of 2026-10-25 · in force
Deadline to register and publish a corporation's extract	60 daysLey Nº 18.046, art. 5, as of 2026-10-25 · in force
Shareholders for twelve consecutive months above which a corporation must register its shares	2000 personsLey Nº 18.046, art. 2, as of 2026-10-25 · in force
Maximum number of partners of a Ltda.	50 personsLey Nº 3.918, art. 2, as of 2026-10-25 · in force
Owners of an EIRL	One individual only textLey Nº 19.857, art. 1, as of 2026-10-25 · in force
Deadline to register and publish a foreign corporation's branch extract	60 daysLey Nº 18.046, art. 123, as of 2026-10-25 · in force
Months after year end to publish the branch's annual balance sheet	4 monthsLey Nº 18.046, art. 124, as of 2026-10-25 · in force
Maximum annual municipal licence rate on equity	5 per thousandDL Nº 3.063 (Decreto Nº 2.385 of 1996), art. 24, as of 2026-10-25 · in force
Minimum annual municipal licence rate on equity	2.5 per thousandDL Nº 3.063 (Decreto Nº 2.385 of 1996), art. 24, as of 2026-10-25 · in force
Annual municipal licence ceiling	8000 UTMDL Nº 3.063 (Decreto Nº 2.385 of 1996), art. 24, as of 2026-10-25 · in force
Unidad Tributaria Mensual, October 2026	72151 CLPSII UTM table 2026, as of 2026-10-01 · in force
First category (corporate) income tax rate, commercial year 2026	27 %Ley Nº 21.850, sixth transitory article, as of 2026-01-01 · in force
First category income tax rate from commercial year 2029	23 %Ley Nº 21.850, sixth transitory article, as of 2026-10-25 · in force

The rule

1. Individual limited liability companies (EIRL), limited liability companies (Ltda.), closely held corporations (S.A. cerrada), reciprocal guarantee corporations, general partnerships, stock companies (SpA) and both kinds of limited partnership may be incorporated, amended, merged, divided, transformed and dissolved by signing an electronic form entered in the Registro de Empresas y Sociedades. The registry is unique for the whole country, public and free of charge. Each person signs with an advanced electronic signature (firma electrónica avanzada); a founder without one signs before a notary, who then applies the notary's own advanced signature. Founders may sign through an attorney whose power is granted by public deed, by a notarized and protocolized private instrument or by an electronic document with advanced signature; a power granted abroad must be legalized or apostilled, and a full digital copy is filed in the registry. Once everyone required has signed, the form is incorporated into the registry from that date, the SII is deemed informed, and the SII assigns the company a RUT at the same time, without further formalities. The constitution form can also ask the SII for start of activities and authorization of tax documents. The date of the act is the date the first founder signs.
Cost to do it: Registry: CLP 0 (US$0) under art. 11. A founder who lacks an advanced electronic signature pays the notary only the tariff for advanced electronic signature set by supreme decree of the Ministry of Economy (art. 9). Legalization or apostille and translation of foreign powers, and local counsel, are extra and vary by provider.
Example: A foreign parent's attorney in Santiago signs the SpA constitution form with an advanced electronic signature on a Monday; the SpA is in the registry and has its RUT that day, for a registry fee of CLP 0. / Registry fee US$0; the costs that remain are the apostille of the parent's power of attorney abroad and advisory fees.Ley Nº 20.659 (simplifies incorporation, amendment and dissolution of commercial companies, known as Empresa en un Día), Art. 1, art. 2, art. 4, art. 9, art. 11 and art. 13, 2013-02-08 official text · verified 2026-10-25

2. A stock company (sociedad por acciones, SpA) is a legal person created by one or more persons, whose participation in the capital is represented by shares. Its bylaws freely set shareholders' rights and obligations, the management regime and other agreements; where the bylaws and the SpA rules are silent, the rules for closely held corporations apply in a supplementary way. It is formed by a written act, made by public deed or by a private instrument with notarized signatures that is protocolized, and the bylaws must at least state a name ending in SpA, the purpose (always commercial), the capital and number of shares, how management works and who represents it, and the duration (indefinite if silent). Outside the online registry, a notarized extract must be registered in the Commercial Registry of its domicile and published once in the Diario Oficial within 60 days of the constitution act. Capital must be set precisely in the bylaws; capital and later increases must be fully subscribed and paid within the term in the bylaws or, if silent, five years from incorporation or the increase, failing which capital is reduced to the amount actually paid, and unpaid shares carry no rights unless the bylaws say otherwise. The company must keep a shareholder register, and it does not dissolve when all its shares end up with one shareholder unless the bylaws provide otherwise.
Cost to do it: The law sets no minimum capital. Under the online registry the filing is free (Ley Nº 20.659 art. 11); under the traditional route, notary, Commercial Registry and Diario Oficial fees apply and are not set in the Code.
Example: An SpA subscribes CLP 97,260,000 of capital and its bylaws say nothing on timing: the shareholder has until the fifth anniversary to pay it in, and if only CLP 48,630,000 has been paid by then, capital is reduced to CLP 48,630,000. / CLP 97,260,000 is about US$100,000 and CLP 48,630,000 about US$50,000 at CLP 972.60.Código de Comercio, Book II, Title VII, paragraph 8 (added by Ley Nº 20.190); art. 426 as amended by Ley Nº 21.608, Art. 424, art. 425, art. 426, art. 431, art. 434 and art. 444, 2023-09-23 official text · verified 2026-10-25 · changed: Ley Nº 21.608, published in the Diario Oficial on 23 September 2023, replaced "un mes contado" with "sesenta días contados" in the first paragraph of art. 426, doubling the deadline to register and publish the SpA extract under the traditional (non online) route from one month to 60 days.

3. Corporations (sociedades anónimas) are open, special or closed. Open corporations register their shares in the Registro de Valores; a company must do so when for twelve consecutive months it has had more than 2,000 shareholders on its register, or a higher number set by the Comisión para el Mercado Financiero by general rule. Closed corporations are those that are neither open nor special. An SpA that for twelve consecutive months meets the conditions that would oblige a closed corporation to register its shares becomes a corporation by operation of law, the corporations law then prevails over its bylaws, and the next shareholders' meeting must adapt the bylaws and elect a board.Ley Nº 18.046 (Corporations Law); Código de Comercio, Ley Nº 18.046 art. 2 (text in force since 4 January 2023); Código de Comercio art. 430, 2023-01-04 official text · verified 2026-10-25 · changed: The 2,000 shareholder trigger in art. 2 of Ley Nº 18.046 is in the text in force since 4 January 2023; SII Circular Nº 46 of 2008 described the earlier test of 500 shareholders, or 10 percent of capital held by at least 100 shareholders.

4. A corporation is a legal person formed by a common fund contributed by shareholders liable only for their contributions, managed by a board of essentially revocable members, and is always commercial. It is formed, exists and is proved by a public deed that is registered and published: a notarized extract must be registered in the Commercial Registry of its domicile and published once in the Diario Oficial within 60 days of the deed (or it may use the online registry if it is a closed corporation). The bylaws must state the capital, number of shares and how and when it is paid; initial capital must be fully subscribed and paid within at most three years, failing which it is reduced to the amount paid. A closed corporation must have at least three directors (open corporations at least five). Each year its ordinary shareholders' meeting must appoint two account inspectors and two alternates, or independent external auditors, to examine the accounts and financial statements, although the bylaws may exempt it from this or set a different control mechanism.
Cost to do it: The law sets no minimum capital for a closed corporation. The recurring cost is governance: at least three directors and, unless the bylaws exempt it, inspectors or external auditors every year.Ley Nº 18.046 (Corporations Law), Art. 1, art. 3, art. 4, art. 5, art. 11, art. 31 and art. 51, 1981-10-22 official text · verified 2026-10-25

5. Limited liability companies (Ltda.) may be civil or commercial and are formed by public deed, which must state that each partner's liability is limited to its contribution or to a larger amount set in the deed. They may not engage in banking and may have no more than fifty partners. An extract must be registered and published once in the Diario Oficial within the period of art. 354 of the Código de Comercio, and timely registration and publication take effect from the date of the deed. The name may include partners' names or refer to the business, and must end in "limitada"; otherwise all partners are jointly and severally liable for company debts. Matters not covered by the law or the deed follow the rules for general partnerships. The Ministry of Economy's registry comparison describes the Ltda. as having at least 2 and at most 50 partners, who may be individuals or legal entities.Ley Nº 3.918 (limited liability companies), Art. 1, art. 2, art. 3 and art. 4, 1923-03-14 official text · verified 2026-10-25

6. Any individual may form an individual limited liability company (EIRL), a legal person with its own assets separate from its owner, always commercial, which may carry out any civil or commercial activity except those reserved by law for corporations. The deed must state the owner, a name that includes the owner's name and ends in "empresa individual de responsabilidad limitada" or "E.I.R.L.", the capital and the business; a notarized extract must be registered and published once in the Diario Oficial within 60 days of the deed. The owner is liable only for the promised capital, but is liable without limit for acts outside the company's purpose or without its name, for simulated acts or hidden assets, for withdrawals that do not match realizable profits, and on conviction for insolvency crimes. When one person comes to hold all the shares or rights in any company, that company may convert into an EIRL by deed within 30 days of the consolidation.Ley Nº 19.857 (individual limited liability companies), Art. 1, art. 2, art. 4, art. 5, art. 8, art. 12 and art. 14, 2003-02-11 official text · verified 2026-10-25

7. For a foreign corporation to open an agency (branch) in Chile, its agent must file with a notary at the agency's Chilean domicile, legalized and translated into Spanish where needed, proof that the company is validly incorporated and in good standing, a copy of its current bylaws, and a general power to the agent, stating that the agent acts in Chile under the direct responsibility of the company. On the same day and before the same notary, the agent declares by public deed the name and purpose in Chile, that the company knows Chilean law, that its assets are subject to Chilean law for obligations to be met in Chile, that it will keep readily realizable assets in Chile, the effective capital assigned to Chile and how it will be paid in, and the domicile of the main agency. An extract must be registered in the Commercial Registry and published once in the Diario Oficial within 60 days of the filing. Changes repeat the same formalities, and the agency must publish its annual balance sheet in a newspaper of its domicile within four months of the year end. A branch is not among the entities that can use the online registry.
Cost to do it: Notary, Commercial Registry and Diario Oficial publication fees, plus legalization or apostille and sworn translation of the foreign documents, none set in the law; plus a yearly newspaper publication of the balance sheet (art. 124).Ley Nº 18.046 (Corporations Law), Title XI; Ley Nº 20.659, Ley Nº 18.046 art. 121, art. 122, art. 123 and art. 124; Ley Nº 20.659 art. 2, 1981-10-22 official text · verified 2026-10-25

8. Every profession, trade, industry, commerce or other profit making activity pays a municipal licence tax (patente municipal) to the municipality where it operates. The annual amount is set by each municipality between 2.5 and 5 per thousand of the taxpayer's equity (capital propio), with a floor of 1 UTM and a ceiling of 8,000 UTM. It may be paid at once or in two equal instalments in July and January.
Cost to do it: Between 0.25 and 0.5 percent of equity a year, minimum 1 UTM (CLP 72,151, about US$74 in October 2026) and maximum 8,000 UTM (CLP 577,208,000, about US$593,469).
Example: An SpA with equity of CLP 486,300,000 in a municipality applying 5 per thousand pays CLP 2,431,500 a year, or two instalments of CLP 1,215,750 in July and January; at 2.5 per thousand it would pay CLP 1,215,750. / Equity of US$500,000 at CLP 972.60: US$2,500 a year at 5 per thousand, US$1,250 at 2.5 per thousand.Decreto Nº 2.385 of 1996, Ministry of the Interior (consolidated text of Decreto Ley Nº 3.063, Ley de Rentas Municipales), Art. 23, art. 24 and art. 29, 1996-11-20 official text · verified 2026-10-25

9. The first category (corporate) income tax rate falls in steps: 27 percent for income of commercial year 2026, 25.5 percent for 2027, 24 percent for 2028 and 23 percent from commercial year 2029. The 27 and 25.5 percent steps do not apply to taxpayers under art. 14, letter G of the income tax law. The rate is the same whichever company type is chosen; for income tax purposes the SII treats an SpA like a corporation.
Example: An SpA with taxable income of CLP 972,600,000 pays CLP 262,602,000 at 27 percent on 2026 income and CLP 223,698,000 at 23 percent on the same income in 2029. / On US$1,000,000 of taxable income: US$270,000 in 2026 versus US$230,000 from 2029.Ley Nº 21.850 (National Reconstruction and Economic and Social Development Law); SII Circular Nº 46 of 2008, Ley Nº 21.850 sixth transitory article, 2026-10-17 official text · verified 2026-10-25 · changed: Ley Nº 21.850, published in the Diario Oficial on 17 October 2026, set the step down from 27 percent in 2026 to 23 percent from commercial year 2029.

Feature	SpA	S.A. cerrada	Ltda.	EIRL	Branch of foreign corporation
Governing rule	Código de Comercio art. 424 to 446	Ley Nº 18.046	Ley Nº 3.918	Ley Nº 19.857	Ley Nº 18.046 art. 121 to 124
Members	1 or more, individuals or companies	2 or more	2 to 50	1 individual only	None in Chile; the foreign company itself
Liability	Limited to contributions	Limited to contributions	Limited to contribution or amount set in deed	Limited to promised capital, with unlimited liability cases in art. 12	Foreign company liable; its assets answer for Chilean obligations
Minimum capital in the law	None	None	None	None	None; capital assigned to Chile declared by deed
Deadline to pay capital	Term in bylaws, or 5 years	At most 3 years	Set in deed	Set in deed	Date and manner declared in deed
Management	Free in bylaws	Board of at least 3	Per deed	Owner or appointed manager	Agent with general power
Online registry, free	Yes	Yes	Yes	Yes	No
Traditional route deadline to register and publish	60 days	60 days	Period of Código de Comercio art. 354	60 days	60 days
Audit or inspection	Per bylaws	Inspectors or external auditors yearly, unless bylaws exempt	Per deed	Not required by Ley Nº 19.857	Annual balance sheet published in a newspaper within 4 months

Chilean entity types for a foreign investor, from the governing texts. Online registry: Ley Nº 20.659 art. 2. Membership of Ltda., EIRL and S.A. cerrada as described in the Ministry of Economy registry comparison.

Worked example

A foreign group with an Argentine parent wants a Chilean subsidiary to sell services in Santiago. It chooses an SpA with the parent as sole shareholder (Código de Comercio art. 424), and its Chilean attorney, holding a power of attorney apostilled abroad, signs the constitution form online with an advanced electronic signature (Ley Nº 20.659 art. 9). The SpA is registered and gets its RUT the same day for a registry fee of CLP 0 (art. 11 and art. 13).
Its bylaws fix capital of CLP 97,260,000 (about US$100,000) payable within two years instead of the default five (art. 434). In its first year it declares equity of CLP 486,300,000 (about US$500,000) after a capital increase; in a municipality applying 5 per thousand it owes a municipal licence of CLP 2,431,500 (US$2,500), payable in July and January (DL 3.063 art. 24 and art. 29).
If it earns taxable income of CLP 972,600,000 (US$1,000,000) in 2026 it pays first category tax of CLP 262,602,000 (US$270,000) at 27 percent, falling to 23 percent from 2029 (Ley Nº 21.850). Profit remittances, Chilean withholding on dividends and the Chile Argentina double tax treaty are covered in Start here; for the Argentine side, see the Argentine guide.

Step by step

1. Pick the vehicle. If there is one foreign shareholder, the realistic choices are an SpA or a branch; an EIRL is only for one individual and a Ltda. or S.A. cerrada needs at least two members (Código de Comercio art. 424; Ley Nº 19.857 art. 1).
2. Prepare signatures. Either each founder gets an advanced electronic signature, or a Chilean attorney is appointed by a power granted by public deed or notarized instrument, legalized or apostilled if granted abroad (Ley Nº 20.659 art. 9). This is usually the longest step for foreign founders.
3. Draft the bylaws. For an SpA set capital, the payment term (default five years), management and representatives, and any transfer restrictions; for an S.A. cerrada set at least three directors and decide on inspectors or auditors (Código de Comercio art. 425 and art. 434; Ley Nº 18.046 art. 31 and art. 51).
4. File online. Fill in and sign the form in the Registro de Empresas y Sociedades; the company is registered from the date the last required signature is applied and gets its RUT at the same time, and the form can request start of activities with the SII (Ley Nº 20.659 art. 4 and art. 13). Under the traditional route, register and publish the extract within 60 days.
5. For a branch, file the foreign documents and sign the agent's deed before the same notary on the same day, then register and publish the extract within 60 days (Ley Nº 18.046 art. 121 to 123).
6. Open a bank account, bring in capital through the formal FX market, and keep the company's shareholder register up to date (Código de Comercio art. 431).
7. Obtain the municipal licence where the business operates and diarize payment in July and January (DL 3.063 art. 23, art. 24 and art. 29).

Common traps

Using an EIRL for a foreign corporate investor. Only an individual can own one (Ley Nº 19.857 art. 1), and the owner loses limited liability in the cases of art. 12.
Leaving SpA capital unpaid past the deadline. Capital is reduced automatically to the amount actually paid, and unpaid shares carry no rights unless the bylaws say otherwise (Código de Comercio art. 434).
Assuming an SpA can grow without limit as a private company. After twelve consecutive months above the threshold that forces a corporation to register its shares, currently more than 2,000 shareholders, it becomes a corporation by operation of law (Código de Comercio art. 430; Ley Nº 18.046 art. 2).
Missing the 60 day window on the traditional route. Timely registration and publication take effect from the date of the deed; for a corporation, a missing public deed or certain omissions make it void, subject to cure, and a nullity claim lapses after four years (Ley Nº 18.046 art. 3, art. 5 and art. 6).
Forgetting the name suffix. A Ltda. whose name does not end in "limitada" exposes all partners to joint and several liability (Ley Nº 3.918 art. 4); an SpA name must end in SpA (Código de Comercio art. 425).
Underestimating the branch's ongoing formalities. Every change to the documents or declarations needs the same notary, registry and publication steps, and the annual balance sheet must be published within four months of the year end (Ley Nº 18.046 art. 124).
Treating the municipal licence as a flat fee. It scales with equity up to 8,000 UTM, about CLP 577 million, so a heavily capitalized subsidiary pays far more than the minimum (DL 3.063 art. 24).

Sources

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