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Sociedad anónima (S.A.) in Chile: closely held and open corporations, board, meetings, dividends and dissolution rules

Argentina. For full detail on Argentina, go to The Argentine Thread.

Last verified: 2026-10-26 · Status: Stable

The sociedad anónima is Chile's classic corporation, run by a board and always commercial. A closely held S.A. (cerrada) needs a board of at least three, an ordinary shareholders' meeting within four months of year end, inspectors or auditors unless the bylaws exempt it, and it dissolves if one person holds all its shares for more than ten days, which is why wholly owned subsidiaries normally use an SpA. An S.A. becomes open, and supervised by the CMF, when it registers its shares, which is compulsory after twelve months with more than 2,000 shareholders.

USD figures use the dólar observado of CLP 972.60 per US dollar for 1 October 2026, the latest value in the SII dólar observado table on 26 October 2026. The UF is CLP 41,221.08 for 26 October 2026 (SII UF table) and the UTM is CLP 72,151 and the UTA CLP 865,812 for October 2026 (SII UTM table). Conversions are for orientation only.

Key facts

Minimum board size of a closely held corporation	3 personsLey Nº 18.046, art. 31, as of 2026-10-26 · in force
Minimum board size of an open corporation	5 personsLey Nº 18.046, art. 31, as of 2026-10-26 · in force
Maximum board term	3 yearsLey Nº 18.046, art. 31, as of 2026-10-26 · in force
Maximum term to pay initial capital	3 yearsLey Nº 18.046, art. 11, as of 2026-10-26 · in force
Deadline to register and publish the extract	60 daysLey Nº 18.046, art. 5, as of 2026-10-26 · in force
Months after the balance sheet date to hold the ordinary meeting	4 monthsLey Nº 18.046, art. 58, as of 2026-10-26 · in force
Default minimum cash dividend of open corporations, and of closed ones with silent bylaws	30 %Ley Nº 18.046, art. 79, as of 2026-10-26 · in force
Vote needed for transformation, merger, capital reduction and similar matters	Two thirds of voting shares textLey Nº 18.046, art. 67, as of 2026-10-26 · in force
Days with all shares in one hand after which a corporation dissolves	10 daysLey Nº 18.046, art. 103 Nº 2, as of 2026-10-26 · in force
Shareholders for twelve months above which share registration is compulsory	2000 personsLey Nº 18.046, art. 2, as of 2026-10-26 · in force

The rule

1. A corporation is a legal person formed by a common fund contributed by shareholders liable only for their contributions and managed by a board of essentially revocable members; it is always commercial. Corporations are open, special or closed. Open corporations register their shares in the Registro de Valores, which is compulsory for those that for twelve consecutive months have had more than 2,000 shareholders on the register (or a higher number set by the CMF by general rule); closed corporations are those that are neither open nor special. Open and special corporations are supervised by the Comisión para el Mercado Financiero.Ley Nº 18.046 (Corporations Law), art. 2 as amended by Ley Nº 21.521, Art. 1 and art. 2, 2023-01-04 official text · verified 2026-10-26

2. A corporation is formed, exists and is proved by a public deed registered and published under art. 5; timely registration and publication take effect retroactively to the date of the deed. The deed must state, among other items, the shareholders, the name and domicile, the specific purposes, the duration (indefinite if silent), the capital and number of shares with their series and preferences, how and when capital is paid, the management and its supervision by shareholders, the year end and ordinary meeting date (31 December and the first four months of the year if silent), profit distribution, liquidation, arbitration (an arbitrador if silent) and the provisional board. A notarized extract must be registered in the Commercial Registry of the domicile and published once in the Diario Oficial within 60 days of the deed. The name must include "Sociedad Anónima" or "S.A.". A closed corporation may instead be formed in the online registry.
Cost to do it: Online: CLP 0 registry fee. Traditional: Diario Oficial publication of 1 UTM (CLP 72,151, about US$74), free if capital is below UF 5,000 (Ley Nº 20.494 art. 4), plus notary and Commercial Registry charges.Ley Nº 18.046; Ley Nº 20.659, Ley Nº 18.046 art. 3, art. 4, art. 5 and art. 8; Ley Nº 20.659 art. 2, 1981-10-22 official text · verified 2026-10-26

3. Capital must be fixed precisely in the bylaws, is divided into shares of equal value within each series, and can only be changed by amending the bylaws, although capital and share value are adjusted automatically when the ordinary meeting approves the annual balance sheet. The initial capital must be fully subscribed and paid within at most three years, failing which capital is reduced to the amount actually paid. Shares are registered (nominativas) and the company must record transfers that meet the formal requirements of the regulation, without judging them.
Cost to do it: No minimum capital in the law for a closed corporation; special corporations such as banks and insurers have their own capital rules.
Example: Capital of CLP 486,300,000 subscribed in March 2027 must be paid by March 2030 at the latest. / About US$500,000 of initial capital must be paid within three years, against five years by default in an SpA.Ley Nº 18.046, Art. 10, art. 11 and art. 12, 1981-10-22 official text · verified 2026-10-26

4. The board is elected by the shareholders' meeting and the bylaws must fix an invariable number of directors; a closed corporation has at least three, an open one at least five. Board terms may not exceed three years, renewal is total, directors may be reelected and, if the bylaws are silent, the board is renewed every year. Directors' functions cannot be delegated and are exercised jointly in a validly convened session, but in a closed corporation the board may skip a resolution if all directors execute the act directly and it is formalized by public deed (not available when the parent is another corporation). Directors must act with the care people ordinarily use in their own business and are jointly liable for damage caused by wilful or negligent acts; bylaw clauses limiting that liability are void. The bylaws must say whether directors are paid; if so the ordinary meeting sets the amount each year.
Cost to do it: Governance cost: at least three directors, plus any fees the ordinary meeting approves (art. 33).Ley Nº 18.046, Art. 31, art. 33, art. 39 and art. 41, 1981-10-22 official text · verified 2026-10-26

5. The board appoints one or more managers; the general manager is the company's legal representative in court with the powers of art. 7 of the Código de Procedimiento Civil, attends board meetings with a voice and is liable with the board for harmful resolutions unless dissent is recorded. The manager post is incompatible with chairman, auditor or accountant (and, in open corporations, director). In a closed corporation, transactions of relevant amounts in which a director has an interest require prior board approval, with the interested director abstaining, and market conditions unless the bylaws allow otherwise; the next meeting must be informed.Ley Nº 18.046, Art. 44 and art. 49, 1981-10-22 official text · verified 2026-10-26

6. The ordinary shareholders' meeting is held once a year and the board must call it within the four months after the balance sheet date; it approves the annual report, balance sheet and financial statements, distributes profits and dividends and elects or removes directors. The annual balance sheet is drawn up at 31 December or the date in the bylaws. Extraordinary meetings decide on dissolution, transformation, merger, division and bylaw amendments, among others, and some of these must be held before a notary. Notice is given by a prominent notice published at least three times on different days in the newspaper chosen by the meeting, at least ten days ahead. Quorum on first call is an absolute majority of voting shares; amendments need at least an absolute majority in a closed corporation, and two thirds of voting shares are needed for matters such as transformation, merger, division, early dissolution, change of domicile, capital reduction and sale of 50 percent or more of the assets. Shareholders holding 10 percent of voting shares may require a meeting.
Cost to do it: Three newspaper notices for each meeting (art. 59), whose price depends on the newspaper.Ley Nº 18.046, Art. 55, art. 56, art. 57, art. 58, art. 59, art. 61, art. 67 and art. 74, 1981-10-22 official text · verified 2026-10-26

7. The ordinary meeting of a closed corporation must each year appoint two account inspectors and two alternates, or independent external auditors, to examine the accounts and report to the next ordinary meeting, but the bylaws may exempt the company or set another control mechanism. Open corporations must appoint an external audit firm registered under Title XXVIII of Ley Nº 18.045.Ley Nº 18.046, Art. 51 and art. 52, 1981-10-22 official text · verified 2026-10-26

8. Dividends may be paid only from net profits of the year or retained profits from balance sheets approved by the meeting, after absorbing accumulated losses. Open corporations must distribute at least 30 percent of each year's net profits in cash unless all issued shares agree otherwise; in a closed corporation the bylaws decide, and if they are silent the same 30 percent rule applies. The board may pay interim dividends from the year's profits under the directors' personal liability if there are no accumulated losses. A dissenting shareholder has a withdrawal right, paid at book value in a closed corporation, when the meeting approves items such as a transformation, merger or sale of 50 percent or more of the assets.
Example: A closed S.A. with silent bylaws earns net profit of CLP 972,600,000: unless every share agrees otherwise, it must pay at least CLP 291,780,000 in cash dividends. / On US$1,000,000 of net profit the default minimum dividend is US$300,000.Ley Nº 18.046, Art. 69, art. 78 and art. 79, 1981-10-22 official text · verified 2026-10-26

9. A corporation dissolves on expiry of its term, when all its shares are held by one person for an uninterrupted period of more than ten days, by resolution of an extraordinary meeting, by revocation of its authorization where required, by final court judgment in the case of closed corporations, or on other grounds in the bylaws. Shareholders holding at least 20 percent of a closed corporation's capital may sue for dissolution on serious grounds.
Example: A foreign parent buys the last minority shares of its Chilean S.A. on 1 March; unless a second shareholder holds shares again by 11 March, the company is dissolved by law. / Converting into an SpA or keeping a second shareholder avoids an unplanned dissolution of a subsidiary worth, say, US$10 million.Ley Nº 18.046, Art. 103 and art. 105, 1981-10-22 official text · verified 2026-10-26

Matter	S.A. cerrada	S.A. abierta	Article
Shares in the Registro de Valores	No	Yes	Art. 2
CMF supervision	No	Yes	Art. 2
Minimum directors	3	5	Art. 31
Audit	Inspectors or external auditors, unless bylaws exempt	External audit firm	Art. 51 and art. 52
Minimum cash dividend	Per bylaws; 30 percent if silent	30 percent unless unanimous	Art. 79
Withdrawal price	Book value	Market value	Art. 69
Can use online registry	Yes	No	Ley Nº 20.659 art. 2

Closed versus open corporation under Ley Nº 18.046

Worked example

A joint venture between a Chilean family group and an Argentine company forms a closed S.A. with a five member board, bylaws exempting it from inspectors, and a 50 percent dividend policy. Its extract is published free because capital of CLP 150,000,000 (about US$154,225) is under UF 5,000 (Ley Nº 20.494 art. 4).
The year closes on 31 December, so the ordinary meeting must be held by 30 April (art. 58 and art. 74). If the Argentine partner later wants to buy out the Chilean side completely, it should first convert the S.A. into an SpA, or keep a second shareholder, because sole ownership for more than ten days dissolves an S.A. (art. 103 Nº 2). Withholding on dividends paid to Argentina and the Chile Argentina tax treaty are covered on the tax pages; for the Argentine side, see the Argentine guide.

Step by step

1. Decide between closed and open status and check whether a special regime (bank, insurer, fund manager) applies.
2. Draft bylaws with the art. 4 contents, an invariable number of directors, the year end, dividend policy and whether inspectors are required.
3. Sign online in the Registro de Empresas y Sociedades or by public deed, then register and publish within 60 days on the traditional route (art. 5).
4. Hold the first board meeting, appoint the general manager and register the representatives with the SII (art. 49; Código Tributario art. 68).
5. Pay in initial capital within three years at most (art. 11).
6. Each year close the balance sheet, call the ordinary meeting with three newspaper notices at least ten days ahead and hold it within four months (art. 58, art. 59 and art. 74).

Common traps

One shareholder for more than ten days dissolves the company (art. 103 Nº 2); use an SpA for a wholly owned subsidiary.
Silent bylaws mean a compulsory 30 percent cash dividend every year (art. 79).
Bylaws without a board term mean the board must be reelected every year (art. 31).
Missing the three year capital deadline cuts capital to the paid amount (art. 11).
Board approval and market terms are needed for related director transactions in a closed S.A. (art. 44).
Directors' liability cannot be limited by the bylaws or by the meeting (art. 41).

Sources

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