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Dissolving and liquidating a solvent Chilean company: S.A., SpA, limited liability company, EIRL and branch

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

A solvent company is closed in two legal steps: dissolution, adopted and registered under the rules of its type, and liquidation, in which liquidators sell assets, pay creditors and only then return capital. In an S.A. dissolution needs two thirds of the voting shares and is run by a three member liquidation committee unless shareholders agree unanimously on one liquidator; SpAs follow their bylaws and the S.A. rules by default, limited liability companies follow the partnership rules, and companies in the online registry close by electronic form. No company dissolution is authorized without an SII certificate that its taxes are up to date.

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

S.A. early dissolution vote	66.67 % of voting sharesLey Nº 18.046, art. 67 Nº 3, as of 2026-10-26 · in force
Days with all S.A. shares in one hand that trigger dissolution	10 daysLey Nº 18.046, art. 103 Nº 2, as of 2026-10-26 · in force
Maximum term of S.A. liquidators (renewable once)	3 yearsLey Nº 18.046, art. 111, as of 2026-10-26 · in force
Cash on hand that triggers a liquidation distribution	5 % of share book valueLey Nº 18.046, art. 117, as of 2026-10-26 · in force
Years after dissolution after which delay is a presumed serious case	6 yearsLey Nº 18.046, art. 119, as of 2026-10-26 · in force
Diario Oficial fee per dissolution extract	1 UTMLey Nº 20.494, art. 4, as of 2026-10-26 · in force
Capital below which the dissolution publication is free	5000 UFLey Nº 20.494, art. 4, as of 2026-10-26 · in force

The rule

1. An S.A. dissolves on expiry of its term, when all shares are held by one person for more than 10 days in a row, by resolution of an extraordinary shareholders meeting, by revocation of its authorization, by final judgment in the case of a closely held S.A., or on grounds in its bylaws. Early dissolution needs two thirds of the voting shares. When dissolution results from expiry, concentration of shares or a bylaw ground, the board must record it by public deed within 30 days, and an extract must be registered and published; after 60 days any director, shareholder or interested third party may do so, and directors are jointly liable for damage caused by the failure.
Cost to do it: Notary deed, Registro de Comercio inscription and Diario Oficial publication of the extract.Ley Nº 18.046, Ley sobre Sociedades Anónimas, Art. 67 Nº 3, art. 103 and art. 108, 1981-10-22 official text · verified 2026-10-26

2. A dissolved S.A. survives as a legal person only for its liquidation, adds "en liquidación" to its name, and may not continue its business, apart from occasional operations needed to realize assets well. Liquidation is run by a committee of three liquidators chosen by the shareholders meeting, which sets their pay, unless all voting shares agree otherwise; if dissolution came from all shares being in one hand, no liquidation is needed. Liquidators serve the term set by the bylaws or the meeting, at most three years (three years if nothing is said), renewable once, and cannot act until all dissolution formalities are complete; until then the last board stays in charge.
Cost to do it: Liquidators' fees set by the shareholders meeting.Ley Nº 18.046, Ley sobre Sociedades Anónimas, Art. 109 to art. 112, 1981-10-22 official text · verified 2026-10-26

3. Distributions during liquidation are paid in cash unless all shares agree otherwise, although two thirds may approve optional distributions that are fair and informed. Capital may be returned only after the company's debts are paid or their payment secured. Distributions must be made at least quarterly and whenever cash on hand reaches at least 5 percent of the book value of the shares. Unclaimed distributions pass to the fire brigades after five years. Liquidators who vote for capital distributions are jointly liable to creditors for the resulting damage. A liquidation not finished within six years of dissolution is conclusively presumed a serious case allowing shareholders to seek a single new liquidator.
Cost to do it: Professional cost of the liquidation; personal exposure of liquidators who distribute too early.
Example: A company with book equity of CLP 1,973,160,000 must distribute whenever it holds at least CLP 98,658,000 in cash. / With US$2,000,000 of book equity, the distribution trigger is US$100,000 of available cash.Ley Nº 18.046, Ley sobre Sociedades Anónimas, Art. 116 to art. 119, 1981-10-22 official text · verified 2026-10-26

4. An SpA is governed by its bylaws and, where they and the SpA rules are silent, by the rules for closely held S.A.s, so the S.A. dissolution and liquidation rules apply by default. Unless its bylaws say otherwise, an SpA does not dissolve when all its shares are held by one shareholder.
Cost to do it: Same formalities as an S.A. unless the bylaws provide otherwise, or electronic forms if the SpA is in the online registry.Código de Comercio, Art. 424 and art. 444, 1865-11-23 official text · verified 2026-10-26

5. A limited liability company (sociedad de responsabilidad limitada) is governed, where its law and deed are silent, by the rules for general partnerships. Early dissolution must be recorded by public deed, with an extract registered in the Registro de Comercio within 60 days and published once in the Diario Oficial. Liquidation is done by the person named in the deed or in the dissolution; if a liquidator must be named and no method is set, the partners decide unanimously or, failing that, the commercial court appoints one, and the partners may liquidate jointly only if all agree. The liquidator must inventory assets and debts, finish pending operations, collect receivables, sell assets and render a final account, and disputes over that account go to arbitration.
Cost to do it: Notary deed, registry inscription and Diario Oficial publication.Ley Nº 3.918; Código de Comercio, Ley Nº 3.918 art. 3 and art. 4; Código de Comercio art. 350, art. 354, art. 407 to art. 409, art. 413 and art. 414, 1923-03-14 official text · verified 2026-10-26

6. An EIRL (single owner limited liability company) ends by the owner's decision, expiry of its term, contribution of its capital to a company, a liquidation order or the owner's death, in which case heirs may appoint a manager to continue for up to one year. Whatever the cause, the end must be declared by public deed, registered and published.
Cost to do it: Notary deed, registry inscription and publication.Ley Nº 19.857, single owner limited liability companies, Art. 15, 2003-02-11 official text · verified 2026-10-26

7. Companies registered in the online Registry of Companies and Partnerships are modified, merged, divided, terminated and dissolved by signing the relevant electronic form and filing it in that registry, which does not cancel any entry on its own initiative.
Cost to do it: No notary needed for the form itself; signing with advanced electronic signature or before a notary as the law provides.Ley Nº 20.659, simplifying incorporation, amendment and dissolution of commercial companies, Art. 6, art. 12 and art. 14, 2013-02-08 official text · verified 2026-10-26

8. Diario Oficial publications required for the dissolution of private legal entities are made on its website, at a fee of one monthly tax unit (UTM) per extract, except for dissolutions of companies with capital under 5,000 UF, which are free. The Diario Oficial must publish by the second business day after the request and payment.
Cost to do it: 1 UTM per extract (CLP 72,151 in October 2026); free if capital is under 5,000 UF (CLP 206,105,400 at the 26 October 2026 UF).
Example: Dissolution extract of a company with capital above CLP 206,105,400: CLP 72,151. / The fee is about US$73 per extract; companies with capital under about US$208,909 pay nothing.Ley Nº 20.494, Art. 4, 2011-01-27 official text · verified 2026-10-26

9. No dissolution of a company may be authorized without an SII certificate stating that the company is up to date in paying its taxes.
Cost to do it: No fee; the company must first regularize all tax filings and payments.Decreto Ley Nº 830, Código Tributario, Art. 70, 1974-12-31 official text · verified 2026-10-26

10. A branch (agencia) of a foreign company is set up by notarizing its foreign documents and a public deed of declarations, with an extract registered and published within 60 days. The agent must follow the same formalities for any change to those documents or declarations, and must publish the branch's annual balance sheet in a local newspaper within four months of year end. The Code has no separate article on closing a branch; art. 450 applies these formalities to any change in the documents or declarations, and the branch's tax termination is filed with the SII under Código Tributario art. 69.
Cost to do it: Notary, registry inscription and publication costs.Código de Comercio, Art. 447 to art. 450, 1865-11-23 official text · verified 2026-10-26

Entity	Dissolution decision	Formalities	Liquidation
S.A.	Two thirds of voting shares (art. 67 Nº 3)	Public deed, registry extract, Diario Oficial	Three liquidators unless unanimous; max 3 years, renewable once
SpA	As per bylaws; S.A. rules by default	Deed or online registry form	As per bylaws; S.A. rules by default
Limited liability company	As per deed; partnership rules	Public deed, extract registered within 60 days and published	Liquidator named in deed or dissolution, else unanimous or court
EIRL	Owner's decision and other causes	Public deed, registered and published	By the owner or liquidator
Any company in the online registry	Per its type	Electronic form filed in the registry (Ley 20.659 art. 14)	Per its type
Branch of a foreign company	Head office decision	Notarize the change, registry and publication (CdC art. 450)	Head office remains liable; SII termination of the branch

How each entity type is dissolved and liquidated (Ley Nº 18.046; Código de Comercio; Ley Nº 3.918; Ley Nº 19.857; Ley Nº 20.659).

Worked example

A foreign parent decides to close its Chilean S.A. with capital of US$2,000,000 (CLP 1,973,160,000). The extraordinary meeting votes the early dissolution with more than two thirds and appoints a single liquidator by unanimous vote (Ley Nº 18.046 art. 67 and 111).
Before the dissolution can be formalized, the company obtains the SII certificate that its taxes are up to date (Código Tributario art. 70). The dissolution extract is published in the Diario Oficial for 1 UTM, CLP 72,151, because capital exceeds 5,000 UF (Ley Nº 20.494 art. 4).
The liquidator sells the assets, pays or secures all debts, and only then returns capital, in cash, at least quarterly (art. 116 and 117). The tax termination is filed with the SII within two months of ceasing activities.
If the parent bought the minority shareholder's shares first, so that it held 100 percent for more than 10 days, the S.A. would dissolve by law and no liquidation would be required (art. 103 Nº 2 and 110), which is often the fastest route for a wholly owned S.A.

Step by step

1. Bring all tax filings and payments up to date and obtain the SII certificate (Código Tributario art. 70).
2. Adopt the dissolution under the rules of the entity type and register and publish it, or file the electronic form for online registry companies.
3. Appoint the liquidator or liquidation committee and fix fees and powers.
4. Inventory assets and debts, finish contracts, dismiss staff with the legal notices, collect receivables and sell assets.
5. Pay or secure all debts before returning any capital (Ley Nº 18.046 art. 117).
6. File the termination of business with the SII and pay the closing tax within two months (Código Tributario art. 69).
7. Distribute the remaining cash and remit it abroad through the formal FX market with the required reports.

Common traps

Returning capital before debts are paid or secured makes the liquidators jointly liable to creditors (Ley Nº 18.046 art. 118).
An S.A. cannot continue its business once dissolved, beyond occasional operations to realize assets (art. 109).
Missing the 30 day deadline to record a dissolution caused by expiry or share concentration makes directors jointly liable (art. 108).
No dissolution is authorized without the SII tax compliance certificate (Código Tributario art. 70).
Liquidation that drags beyond six years lets shareholders force a change of liquidator (art. 119).

Sources

← Mergers, divisions and reorganizations before an exit: tax neutral routes, the SII's appraisal limits and shareholder rightsTermination of business with the SII: the two month filing, the closing tax on undistributed profits, review periods and deemed closures →