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Sociedad por acciones (SpA) in Chile: formation, capital, governance, share register and annual upkeep

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

The SpA is the default vehicle for foreign owned subsidiaries in Chile: one shareholder is enough, that shareholder can be a foreign company, and the bylaws can set management, share classes, voting and transfer rules almost freely. The law sets no minimum capital, but whatever capital the bylaws fix must be paid in within the bylaw term or, if silent, five years, or it is cut to what was paid. Formation is free and same day in the online Registro de Empresas y Sociedades, or by notary, Commercial Registry and Diario Oficial within 60 days on the traditional route.

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 SpA shareholders	1 personsCódigo de Comercio, art. 424, as of 2026-10-26 · in force
Minimum capital of an SpA	No minimum set by law textCódigo de Comercio, art. 434, as of 2026-10-26 · in force
Default term to pay SpA capital when bylaws are silent	5 yearsCódigo de Comercio, art. 434, as of 2026-10-26 · in force
Deadline to register and publish the SpA extract, traditional route	60 daysCódigo de Comercio, art. 426, as amended by Ley Nº 21.608, as of 2026-10-26 · in force
Default term to resell SpA treasury shares	1 yearsCódigo de Comercio, art. 438, as of 2026-10-26 · in force
Registry fee to form an SpA online	0 CLPLey Nº 20.659, art. 11, as of 2026-10-26 · in force

The rule

1. A sociedad por acciones (SpA) is a legal person created by one or more persons through a constitution act, whose participation in the capital is represented by shares. Its bylaws set shareholders' rights and duties, the management regime and other pacts, which apart from the SpA rules may be agreed freely; where the bylaws and the SpA rules are silent, the rules for closely held corporations apply in a supplementary way. Shareholders are liable only up to their contributions.
Cost to do it: No minimum capital and no registry fee on the online route (Ley Nº 20.659 art. 11).
Example: A Spanish parent alone forms Servicios Andinos SpA; no second shareholder or nominee is needed. / A one shareholder SpA costs US$0 in registry fees online; only notary signature fees apply if a founder lacks an advanced electronic signature.Código de Comercio, Book II, Title VII, paragraph 8 (added by Ley Nº 20.190), Art. 424 and art. 429, 2007-06-05 official text · verified 2026-10-26

2. The SpA is formed, exists and is proved by a written constitution act made by public deed or by a private instrument with notarized signatures that is protocolized at the notary, and timely registration and publication take effect from the date of the deed or protocolization. The bylaws must at least state: a name ending in "SpA"; the purpose, which is always commercial; the capital and number of shares; how management is exercised and representatives appointed, including any provisional managers; and the duration, which is indefinite if nothing is said. Within 60 days of the constitution act a notarized extract must be registered in the Commercial Registry of the company's domicile and published once in the Diario Oficial.
Cost to do it: Traditional route: Diario Oficial publication of 1 UTM (CLP 72,151, about US$74) per extract, waived when capital is below UF 5,000 (Ley Nº 20.494 art. 4), plus notary and Commercial Registry charges not fixed in these laws.
Example: Bylaws signed by public deed on 2 November 2026 must have the extract registered and published by 1 January 2027. / An SpA with capital of US$150,000 (about CLP 145.9 million, under UF 5,000) publishes its extract free; one with US$500,000 pays about US$74.Código de Comercio; art. 426 as amended by Ley Nº 21.608, Art. 425 and art. 426, 2023-09-23 official text · verified 2026-10-26 · changed: Ley Nº 21.608 (Diario Oficial, 23 September 2023) extended the art. 426 deadline to register and publish the SpA extract from one month to 60 days.

3. Capital must be fixed precisely in the bylaws and divided into a set number of registered shares, which may be issued without printed certificates. Shareholders approve capital increases, but the bylaws may authorize management to increase capital to fund ordinary business or specific purposes. Capital and later increases must be fully subscribed and paid within the term in the bylaws; if they say nothing, within five years from incorporation or from the increase. If not paid in time, capital is reduced by law to the amount actually subscribed and paid, and unless the bylaws say otherwise, shares not fully paid carry no rights.
Cost to do it: No minimum capital. Capital contributed from abroad enters through the formal FX market; see the FX page for reporting.
Example: Bylaws fix capital at CLP 97,260,000 with no payment term. The parent pays CLP 30,000,000 and nothing more by the fifth anniversary: capital falls to CLP 30,000,000 and the unpaid shares carry no rights in the meantime. / US$100,000 of subscribed capital at CLP 972.60, of which about US$30,845 paid, shrinks to the paid amount after five years.Código de Comercio, Art. 434, 2007-06-05 official text · verified 2026-10-26

4. The bylaws may cap or set minimum percentages of capital that one or more shareholders may control, and may provide that in defined circumstances shareholders can be required to sell their shares (drag along style clauses), but only if they also regulate the effects and resulting rights and duties; otherwise those clauses are deemed not written. Shares may be ordinary or preferred, and series may carry no vote, limited votes or more than one vote per share. Preemptive rights on new shares are not mandatory unless the bylaws provide them.
Example: A venture investor takes preferred shares with a fixed dividend and two votes per share, set out in the bylaws. / A US$2 million round can be issued to a new investor without first offering shares to existing holders unless the bylaws grant preemption.Código de Comercio, Art. 435, art. 436, art. 437 and art. 439, 2007-06-05 official text · verified 2026-10-26

5. The SpA must keep a shareholder register recording each shareholder's name, address and identity card or RUT, the number of shares, the date of registration and, for unpaid shares, how and when they will be paid; liens and other rights over shares must also be registered. The register may be kept by any secure means and must always be available to shareholders and managers, who are jointly liable for damage caused by inaccurate entries. For companies in the online registry, the share register is kept exclusively inside the Registro de Empresas y Sociedades.Código de Comercio; Ley Nº 20.659 as amended by Ley Nº 21.366, Código de Comercio art. 431; Ley Nº 20.659 art. 13 bis, 2021-08-25 official text · verified 2026-10-26 · changed: Ley Nº 21.366 (Diario Oficial, 25 August 2021) added art. 13 bis to Ley Nº 20.659, moving the share register of companies in the online registry into the registry itself, and art. 13 ter, creating a public Registro de Poderes.

6. Unless the bylaws provide otherwise, disputes between shareholders, or between shareholders, the company and its managers or liquidators, must be resolved by arbitration; if the bylaws are silent, a single mixed arbitrator decides in sole instance, appointed by the court of the company's domicile. A capital reduction needs the majority in the bylaws or, if silent, unanimity. Treasury shares must be resold within the bylaw term or one year, failing which capital is reduced. The SpA does not dissolve when all shares end up with one shareholder unless the bylaws say so. Every share transfer must include the buyer's statement that it knows the SpA rules and the bylaws; if omitted the transfer is valid but the seller is liable for damage.Código de Comercio, Art. 438, art. 440, art. 441, art. 444 and art. 446, 2007-06-05 official text · verified 2026-10-26

7. An SpA that for twelve consecutive months meets the conditions that oblige a closely held corporation to register its shares in the Registro de Valores, currently more than 2,000 shareholders, becomes a corporation by operation of law, the corporations law prevails over its bylaws, and the next shareholders' meeting must adapt the bylaws and elect a board.Código de Comercio art. 430 as amended by Ley Nº 21.521; Ley Nº 18.046 art. 2, Código de Comercio art. 430; Ley Nº 18.046 art. 2, 2023-01-04 official text · verified 2026-10-26

Matter	Default rule	Article
Duration	Indefinite	Art. 425 Nº 5
Domicile	Place where the deed was signed	Art. 433
Capital payment	Five years from incorporation or increase	Art. 434
Unpaid shares	No rights	Art. 434
Capital reduction	Unanimity	Art. 440
Preemptive rights	None	Art. 439
Treasury shares	Resell within one year	Art. 438
Disputes	One mixed arbitrator in sole instance, appointed by the court	Art. 441
Communications	Certified mail	Art. 445
Everything else	Closely held corporation rules	Art. 424

SpA default rules when the bylaws are silent, from the Código de Comercio

Worked example

A Brazilian software group forms Plataforma Sur SpA online as sole shareholder. Its Santiago attorney signs the form with an advanced electronic signature, so the registry fee is CLP 0 and the SpA receives its RUT on the day of signing (Ley Nº 20.659 art. 11 and art. 13).
The bylaws fix capital at CLP 194,520,000 (about US$200,000) payable within two years, create a preferred series for a future investor, and keep the default arbitration clause. Because capital is under UF 5,000 (CLP 206,105,400), a traditional route filing would also have published free in the Diario Oficial (Ley Nº 20.494 art. 4).
Two years later the parent has paid CLP 150,000,000; on the deadline capital is reduced by law to that amount (Código de Comercio art. 434). Dividend remittances to Brazil and treaty relief are covered on the tax pages.

Step by step

1. Choose the name ending in SpA and check that no identical or similar name exists, since an earlier company can sue to force a change (Código de Comercio art. 425 and art. 432).
2. Draft bylaws covering capital, payment term, share series, management, representatives, transfer limits and dispute resolution (art. 425, art. 434 to 437 and art. 441).
3. Sign online in the Registro de Empresas y Sociedades, or by public deed or protocolized private instrument; all signatures online must be in place within 60 days of the first (Ley Nº 20.659 art. 10).
4. On the traditional route, register the extract in the Commercial Registry and publish it in the Diario Oficial within 60 days (art. 426).
5. Record the shareholder in the share register, with the payment terms of any unpaid shares (art. 431; Ley Nº 20.659 art. 13 bis).
6. Pay in capital within the term and file start of activities with the SII (see the RUT and start of activities page).

Common traps

Leaving capital unpaid: it is reduced automatically on the deadline and unpaid shares carry no rights (art. 434).
Drag along or ownership cap clauses without rules on effects and consequences are deemed not written (art. 435).
Bylaws silent on capital reduction require unanimity, which can block a reduction when there is a minority investor (art. 440).
The default arbitration clause sends all shareholder disputes to arbitration, including those with managers (art. 441).
A share transfer without the buyer's statement that it knows the SpA rules is valid but makes the seller liable (art. 446).
Growing past 2,000 shareholders for twelve months converts the SpA into a corporation by law (art. 430).

Sources

← Choosing a legal entity in Chile: SpA, S.A., Ltda., EIRL or branch, with registry, capital, governance and annual cost rulesSociedad anónima (S.A.) in Chile: closely held and open corporations, board, meetings, dividends and dissolution rules →