Countries › Chile › Guide › 4. Entities and setup › Sociedad de responsabilidad limitada (Ltda.) in Chile: partners, deed, registration, management and transfer limits

Sociedad de responsabilidad limitada (Ltda.) in Chile: partners, deed, registration, management and transfer limits

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

A Chilean Ltda. is a partnership with limited liability: two to fifty partners, each liable only for its contribution or a larger sum set in the deed, and no banking business. It is formed by public deed, or online for free, and the deed itself is the governance document, so management, profit shares, partner drawings and liquidation all have to be written in. The main practical drawback for investors is that a partner cannot transfer its interest or bring in a new partner without the consent of all the others, and every change means amending the deed.

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 number of partners of a Ltda.	2 personsLey Nº 3.918, art. 2, as described in the Ministry of Economy registry comparison, as of 2026-10-26 · in force
Maximum number of partners of a Ltda.	50 personsLey Nº 3.918, art. 2, as of 2026-10-26 · in force
Minimum capital of a Ltda.	No minimum set by law textLey Nº 3.918, as of 2026-10-26 · in force
Deadline to register and publish the Ltda. extract	60 daysCódigo de Comercio, art. 354; Ley Nº 3.918, art. 3, as of 2026-10-26 · in force
Consent needed to assign a partner's interest	All partners textCódigo de Comercio, art. 404 Nº 3, as of 2026-10-26 · in force

The rule

1. Civil and commercial companies with limited liability of the partners, distinct from corporations and limited partnerships, may be formed. They are formed by public deed that contains, besides the items of art. 352 of the Código de Comercio, a statement that each partner's personal liability is limited to its contributions or to a larger sum stated. They may not engage in banking business, and the number of partners may not exceed fifty.Ley Nº 3.918 (limited liability companies), Art. 1 and art. 2, 1923-03-14 official text · verified 2026-10-26

2. The deed must state the partners' names and domiciles; the firm name; the partners in charge of management and of the use of the firm name; each partner's capital contribution and the value given to non cash contributions; the business; each partner's share of profits and losses; the start and end of the company; the amount each partner may draw each year for personal expenses; how liquidation and division will be made; whether disputes go to arbitrators; the domicile; and any other agreements. No evidence is admitted against the terms of the deed.Código de Comercio, Art. 352 and art. 353, 1865-11-23 official text · verified 2026-10-26

3. A notarized extract of the deed, or of any amendment, must be registered in the Commercial Registry of the company's domicile within 60 days of the deed and published once in the Diario Oficial within the same period; timely registration and publication take effect retroactively to the date of the deed. Failure to have a deed or to register in time makes the company void between partners, subject to cure under the law, and a de facto company leaves its members jointly liable to third parties. The firm name may contain partners' names or refer to the business but must end with the word "limitada"; otherwise all partners are jointly and severally liable for company debts. A Ltda. may also be formed and amended 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) per extract, free if capital is below UF 5,000 (Ley Nº 20.494 art. 4), plus notary and Commercial Registry charges.
Example: A deed signed on 10 December 2026 must be registered and published by 8 February 2027. / With capital of US$50,000 (CLP 48,630,000) the Diario Oficial publication is free.Ley Nº 3.918; Código de Comercio; Ley Nº 20.659, Ley Nº 3.918 art. 3 and art. 4; Código de Comercio art. 354, art. 355 A and art. 356; Ley Nº 20.659 art. 2, 2013-02-08 official text · verified 2026-10-26

4. Matters not covered by Ley Nº 3.918 or the deed follow the rules for general partnerships. Under those rules, if the deed does not name a manager, all partners are deemed to have authority to manage and to bind the company. Each partner is prohibited from drawing more than its agreed personal allowance, using company funds or the firm name for its own business, assigning its interest in the company or substituting another person in its management role without the prior authorization of all partners (an assignment without it is void), and competing in the company's line of business without the consent of all partners. Any amendment, including a change of partners, requires a new public deed with registration and publication of its extract.
Example: A foreign partner holding 30 percent wants to sell to a fund: without the written consent of the other partners in a new deed, the sale is void. / A US$3 million exit in a Ltda. needs unanimous consent and a deed amendment, while SpA shares can transfer freely unless the bylaws restrict them.Ley Nº 3.918; Código de Comercio, Ley Nº 3.918 art. 4; Código de Comercio art. 350, art. 386 and art. 404, 1923-03-14 official text · verified 2026-10-26

5. When all interests in any company come to be held by one person, the company may convert into an EIRL by public deed within 30 days of that event; an EIRL may also convert into a company of any type. EIRL conversion is only open to an individual.Ley Nº 19.857, Art. 14, 2003-02-11 official text · verified 2026-10-26

Matter	Ltda.	SpA	Source
Members	2 to 50	1 or more	Ley Nº 3.918 art. 2; Código de Comercio art. 424
Transfer of interest	Unanimous consent and deed amendment	Free unless bylaws restrict	Código de Comercio art. 404 and art. 435
Management default	All partners manage	Closely held corporation rules	Código de Comercio art. 386 and art. 424
Banking business	Prohibited	Not prohibited by the SpA rules	Ley Nº 3.918 art. 2
Name ending	limitada	SpA	Ley Nº 3.918 art. 4; Código de Comercio art. 425

Ltda. compared with SpA for a foreign investor

Worked example

Two Peruvian and Chilean individuals form Consultora Pacífico Limitada with capital of CLP 20,000,000 (about US$20,563), split 60 and 40, online and free. The deed names the Chilean partner as manager, sets yearly drawings and refers disputes to an arbitrator (Código de Comercio art. 352).
Three years later the Peruvian partner wants to sell to a third party. Because assignment needs every partner's prior authorization (art. 404 Nº 3), the sale is negotiated with the other partner and documented in an amending deed, registered and published within 60 days (art. 354; Ley Nº 3.918 art. 3). Many groups transform a Ltda. into an SpA before bringing in investors.

Step by step

1. Confirm there are at least two partners and no more than fifty, and that the business is not banking (Ley Nº 3.918 art. 2).
2. Draft the deed with all art. 352 items, the limited liability statement and a name ending in limitada.
3. Sign online or by public deed; on the traditional route register and publish the extract within 60 days.
4. Obtain start of activities with the SII and, for any later change of partners, managers or capital, file a new deed and inform the SII within two months (Código Tributario art. 68).

Common traps

A name without "limitada" makes every partner jointly and severally liable (Ley Nº 3.918 art. 4).
If the deed names no manager, every partner can bind the company (Código de Comercio art. 386).
Assigning an interest without all partners' consent is void (art. 404 Nº 3).
A Ltda. cannot have a single member; if all interests end up in one hand, only an individual can convert it into an EIRL (Ley Nº 19.857 art. 14).
Every amendment needs the full deed, registry and publication cycle, which slows financings and exits.

Sources

← Sociedad anónima (S.A.) in Chile: closely held and open corporations, board, meetings, dividends and dissolution rulesEmpresa individual de responsabilidad limitada (EIRL) in Chile: single individual owner, ring fenced assets and the cases of unlimited liability →