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Selling the business instead of the shares: asset sales, VAT on fixed assets, the buyer's tax guarantee and staff continuity

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

An exit can also be done by having the Chilean company sell its assets or the whole business and then distributing the cash. The gain is taxed inside the company at the corporate rate, which falls from 27 percent in 2026 to 23 percent from 2029, and VAT at 19 percent applies to fixed assets for which VAT credit was available and to the sale of a business as a going concern. The buyer becomes guarantor of the seller's tax debts tied to what it buys and takes over the employees with their rights intact.

USD figures use the Central Bank exchange rate of CLP 986.58 per US dollar published in the Diario Oficial for 23 October 2026 (CNCI Chapter I, Title VII). UF and UTA values are the SII figures for October 2026 (UF 41,221.08 on 26 October; UTA CLP 865,812). Conversions are for orientation only.

Key facts

VAT standard rate	19 %DL Nº 825, art. 14, as of 2026-10-26 · in force
S.A. vote to sell 50 percent or more of assets	66.67 % of voting sharesLey Nº 18.046, art. 67 Nº 9, as of 2026-10-26 · in force
Months after which movable fixed asset sales by or to Pro Pyme firms are outside VAT	36 monthsDL Nº 825, art. 8 letter m), as of 2026-10-26 · in force
Corporate income tax, general regime, commercial year 2026	27 %Ley Nº 21.850, sixth transitory art., as of 2026-10-26 · in force
Corporate income tax, general regime, from commercial year 2029	23 %Ley Nº 21.850, sixth transitory art., as of 2026-10-26 · pending

The rule

1. In an S.A., selling 50 percent or more of the company's assets, with or without liabilities, measured on the prior year's balance sheet, or approving a business plan that does so, needs the vote of two thirds of the voting shares at an extraordinary meeting. The same applies to selling 50 percent or more of the assets of a subsidiary that is at least 20 percent of the company's assets, or any sale of its shares that makes the parent lose control. Dissenting shareholders may withdraw and be paid the book value of their shares in a closely held S.A., or the market value in an open one.
Cost to do it: Notary and meeting costs; cash for any withdrawal payments.
Example: A dissenting holder of 1,000 shares with a book value of CLP 98,658 each in a closely held S.A. can demand CLP 98,658,000. / 1,000 shares at a book value of US$100 each give a withdrawal claim of US$100,000.Ley Nº 18.046, Ley sobre Sociedades Anónimas, Art. 67 Nº 9 and art. 69 Nº 3, 1981-10-22 official text · verified 2026-10-26

2. VAT applies to the sale of movable and immovable assets that are part of the company's fixed assets whenever the company had the right to VAT credit on their acquisition, import, manufacture or construction. Movable fixed assets sold more than 36 months after acquisition are outside this rule when the seller or the buyer is in the Pro Pyme regime of art. 14 letter D). The sale of a business establishment or any other universality that includes movable goods of the business, or fixed assets meeting the same condition, is also subject to VAT. The general rate is 19 percent.
Cost to do it: 19 percent VAT on the taxable assets, charged to the buyer, who may use it as credit if it is a VAT taxpayer.
Example: Machinery sold for CLP 98,658,000 plus VAT of CLP 18,745,020. / Machinery sold for US$100,000 bears US$19,000 of VAT.Decreto Ley Nº 825, Ley sobre Impuesto a las Ventas y Servicios, Art. 8 letters f) and m); art. 14, 1974-12-31 official text · verified 2026-10-26

3. On termination of business, any VAT credit balance left in the seller's favour may be used against the VAT caused by the sale or liquidation of the establishment or its assets; any remaining balance can only be used against the first category income tax owed for the last year, with CPI adjustment.
Cost to do it: No fee; credit not used in this way is lost on closing.
Example: A remaining VAT credit of CLP 9,865,800 offsets part of the CLP 18,745,020 VAT on the machinery sale. / A US$10,000 VAT credit balance cuts the VAT due on the US$100,000 sale to US$9,000.Decreto Ley Nº 825, Ley sobre Impuesto a las Ventas y Servicios, Art. 28, 1974-12-31 official text · verified 2026-10-26

4. When a person or company ceases its activities by selling, assigning or transferring its assets, business or industry to another, the acquirer becomes guarantor (fiador) of the seller's tax obligations relating to what was acquired. To claim the benefit of excussion in tax collection proceedings the acquirer must meet Civil Code art. 2.358 and 2.359. The SII must notify summons, assessments and other acts on these taxes to both seller and acquirer.
Cost to do it: Exposure for the seller's taxes on the business acquired; cost of tax due diligence and escrow or indemnity.Decreto Ley Nº 830, Código Tributario, Art. 71, 1974-12-31 official text · verified 2026-10-26

5. Total or partial changes in the ownership, possession or holding of the business do not alter the workers' rights and obligations under their individual contracts or collective instruments, which continue in force with the new employer or employers.
Cost to do it: Accrued seniority, and with it future severance, passes to the buyer.
Example: A worker with eight years of service and a monthly wage of CLP 2,959,740 keeps that seniority with the buyer; if later dismissed for business needs, severance is eight months' pay, CLP 23,677,920. / Eight years at US$3,000 a month carry a potential severance of US$24,000, now owed by the buyer.Código del Trabajo, DFL Nº 1 of 2002, Art. 4, second paragraph, 2003-01-16 official text · verified 2026-10-26

6. Gains made by a company on the sale of its assets are part of its income subject to the first category tax, which covers all income not taxed in another category or exempt. The general regime rate is 27 percent for income of commercial year 2026, 25.5 percent for 2027, 24 percent for 2028 and 23 percent from 2029.
Cost to do it: Corporate tax at the rate of the year of sale, before the owners' final taxes on distribution.
Example: A gain of CLP 493,290,000 bears CLP 133,188,300 at 27 percent in 2026, or CLP 125,788,950 at 25.5 percent in 2027. / A US$500,000 gain bears US$135,000 in 2026 and US$127,500 in 2027.Decreto Ley Nº 824, Ley sobre Impuesto a la Renta; Ley Nº 21.850, DL 824 art. 20 Nº 5; Ley Nº 21.850 art. 8 Nº 3 and sixth transitory article, 2026-10-17 official text · verified 2026-10-26 · changed: Ley Nº 21.850 (Diario Oficial 17 October 2026) lowers the general corporate rate in steps from 27 percent in 2026 to 23 percent from 2029.

7. The SII may appraise the price of any act whose value is a tax base when it differs notoriously from normal market values. For real estate it may appraise and issue the tax assessment directly, and both can be challenged together in the general claims procedure.
Cost to do it: Cost of valuation support for each significant asset.Decreto Ley Nº 830, Código Tributario, Art. 64, first and sixth paragraphs, 1974-12-31 official text · verified 2026-10-26

Point	Share sale	Asset or business sale
Who is taxed	Foreign seller, through buyer withholding (art. 74 Nº 4)	Chilean company at the corporate rate, then owners on distribution
VAT	None on shares	19 percent on taxable fixed assets and business universalities (DL 825 art. 8 f and m)
Tax liabilities	Stay in the company bought	Buyer is guarantor for taxes tied to what it buys (CT art. 71)
Employees	Unchanged employer	Contracts continue with the buyer (Labor Code art. 4)
Corporate approvals	Share transfer formalities	Two thirds of voting shares in an S.A. if 50 percent or more of assets (Ley 18.046 art. 67 Nº 9)

Share sale versus asset sale for a foreign owner (DL Nº 824; DL Nº 825; Código Tributario art. 71; Código del Trabajo art. 4).

Commercial year	Rate	Tax US$	Tax CLP
2026	27%	135,000	133,188,300
2027	25.5%	127,500	125,788,950
2028	24%	120,000	118,389,600
2029 onward	23%	115,000	113,456,700

Corporate tax on an asset sale gain of US$500,000 by year of sale (Ley Nº 21.850 sixth transitory article). CLP at 986.58.

Worked example

A Chilean SpA owned by a foreign parent sells its business to a local buyer: machinery for US$100,000 (CLP 98,658,000) plus VAT of US$19,000 (CLP 18,745,020), and goodwill and other assets producing a total gain of US$500,000 (CLP 493,290,000).
The SpA uses its US$10,000 (CLP 9,865,800) VAT credit balance against the VAT on the sale (DL Nº 825 art. 28) and pays corporate tax on the gain: US$135,000 (CLP 133,188,300) if the sale is in 2026.
The buyer takes over the employees with their seniority (Labor Code art. 4) and becomes guarantor of the SpA's taxes on the business acquired (Código Tributario art. 71), so it will usually ask for an escrow or an indemnity.
The SpA then distributes the cash to the parent, which bears the additional tax with credit for corporate tax, or winds up through termination of business (see the retained profits and termination pages).

Step by step

1. Compare the tax cost of an asset sale (corporate tax plus distribution tax) with a share sale (buyer withholding on the seller's gain).
2. In an S.A., obtain the two thirds vote if 50 percent or more of assets are sold, and budget for dissenters' withdrawal (Ley Nº 18.046 art. 67 Nº 9 and 69).
3. Classify each asset for VAT: fixed assets with VAT credit, assets held over 36 months in a Pro Pyme context, real estate (DL Nº 825 art. 8 f and m).
4. Agree tax indemnities and escrow because of the buyer's guarantee under Código Tributario art. 71.
5. Notify employees of the change of employer; their contracts transfer with seniority (Labor Code art. 4).
6. After the sale, distribute proceeds or file the termination of business within two months of ceasing activities (Código Tributario art. 69).

Common traps

Selling the business does not end the seller's tax exposure for the buyer: it is guarantor of the seller's taxes on what it bought (Código Tributario art. 71).
VAT applies to a business sale as a whole, not only to inventory (DL Nº 825 art. 8 letter f).
A VAT credit balance not used against the sale VAT or the last year's corporate tax is lost on closing (DL Nº 825 art. 28).
Selling staff out with the business does not trigger severance, but the buyer inherits the full seniority (Labor Code art. 4).
The SII can reprice asset sales between related parties or at non market prices (Código Tributario art. 64).

Sources

← Selling listed Chilean shares: the 10 percent single tax in 2026, non taxable from 2027, and broker withholding for non residentsMergers, divisions and reorganizations before an exit: tax neutral routes, the SII's appraisal limits and shareholder rights →