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Exiting Chile: selling the company, liquidating it and taking capital and profits out

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

A foreign owner can leave Chile in three ways: sell the shares, wind the company down, or take capital and profits out while keeping the shell, and the law guarantees the right to remit capital and net profits through the formal FX market once taxes are paid. On a share sale the Chilean buyer must withhold 10 percent of the price paid to a non resident seller, or 35 percent of the gain if it can be determined, and offshore sales of holding companies can also be taxed in Chile when Chilean assets cross set thresholds. On a wind down the company files its termination of activities with the SII within two months, accumulated profits not yet taxed at owner level bear a 35 percent tax with credit for corporate tax paid, and capital is returned tax free only up to the amount actually contributed.

USD figures use the Central Bank exchange rate of CLP 986.58 per US dollar published in the Diario Oficial for 23 October 2026 (Ley Nº 18.840 art. 44; CNCI Chapter I, Title VII). Conversions are for orientation only.

Key facts

Right to remit capital and net profits abroad	Guaranteed once Chilean taxes are paid; free access to the formal FX market at a freely agreed rate textLey Nº 20.848, art. 5 and art. 6, as of 2026-10-26 · in force
Provisional withholding on price paid to non resident seller of Chilean shares	10 %DL Nº 824, art. 74 Nº 4, as of 2026-10-26 · in force
Withholding on determinable gain of non resident seller of Chilean shares	35 %DL Nº 824, art. 74 Nº 4, as of 2026-10-26 · in force
SII deadline to determine the gain in advance (silence counts as acceptance)	20 business daysDL Nº 824, art. 74 Nº 4, as of 2026-10-26 · in force
Tax on indirect transfer of Chilean assets by non residents	35 %DL Nº 824, art. 10 and art. 58 Nº 3, as of 2026-10-26 · in force
Indirect transfer test: share of value from Chilean underlying assets	20 %DL Nº 824, art. 10 letter a), as of 2026-10-26 · in force
Indirect transfer test: value of Chilean underlying assets	210000 UTADL Nº 824, art. 10 letter b), as of 2026-10-26 · in force
Minimum stake transferred in 12 months for the indirect transfer tax	10 %DL Nº 824, art. 10 letters a) and b), as of 2026-10-26 · in force
Gain on qualifying listed Chilean shares (art. 107)	10 %DL Nº 824, art. 107 Nº 1, as of 2026-10-26 · in force
Gain on qualifying listed Chilean shares from 1 January 2027	0 %Ley Nº 21.850, art. 8 Nº 4 and ninth transitory article, as of 2026-10-26 · pending
Tax on undistributed taxable profits at termination of business	35 %DL Nº 824, art. 38 bis Nº 1, as of 2026-10-26 · in force
Deadline to file termination of business and pay tax	2 monthsCódigo Tributario, art. 69, as of 2026-10-26 · in force
SII review period after termination filing (extendable by 3 months)	6 monthsCódigo Tributario, art. 69, as of 2026-10-26 · in force
Deadline to formalize a capital decrease for tax free treatment	February of the year after the distribution textDL Nº 824, art. 14 letter A) Nº 4 (v), as of 2026-10-26 · in force
Vote needed for early dissolution of an S.A.	Two thirds of voting shares textLey Nº 18.046, art. 67 Nº 3, 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
Deposit by creditor seeking forced liquidation	100 UFLey Nº 20.720, art. 118, as of 2026-10-26 · in force
Optional single tax on FUR and STUT balances (window of 8 months from 17 October 2026)	10 %Ley Nº 21.850, eleventh transitory article, as of 2026-10-26 · in force

The rule

1. A foreign investor has the right to remit abroad the capital transferred and the net profits its investments generate once all Chilean tax obligations are met, and to access the formal FX market to obtain the currency to do so, at an exchange rate freely agreed with the bank. These FX operations remain subject to the Central Bank's powers under its organic law. No minimum holding period is set before capital can leave.
Cost to do it: No authorization or fee; only the bank's FX spread and wire charges, which are negotiated with the bank.
Example: A foreign parent repatriates CLP 1,973,160,000 of capital from its Chilean SpA after the capital decrease is formalized; the SpA buys the dollars from its bank without prior approval. / CLP 1,973,160,000 is US$2,000,000 at CLP 986.58.Ley Nº 20.848, framework for foreign direct investment in Chile, Art. 5, art. 6 and art. 7, 2015-06-25 official text · verified 2026-10-26

2. Loans, deposits, investments and capital contributions from abroad of US$10,000 or more must be channelled through the formal FX market and reported, and every payment or remittance abroad of capital, interest, profits and other benefits on those operations must also be reported to the Central Bank, through the bank when paid from Chile, or directly by the Chilean resident when paid abroad. The bank reports filed when the money came in are the record of how much capital was brought into Chile.
Cost to do it: No Central Bank fee; internal or adviser time to report through the bank or the Central Bank's SICAM system.
Example: A capital return of CLP 9,865,800 (US$10,000) is at the reporting threshold and must be reported when remitted. / A US$2,000,000 capital return (CLP 1,973,160,000) is reported through the remitting bank as a payment on a capital contribution from abroad.FX Compendium (CNCI) approved by Central Bank Agreement Nº 2617-03-240125, in force from 1 January 2026, CNCI Chapter II, Letter B, Section IV, Nº 16 to 22 and Nº 29 to 35, 2024-01-30 official text · verified 2026-10-26

3. When a non resident sells shares or quotas of a Chilean company, whoever pays the price must withhold a provisional 10 percent of the total amount paid, with no deduction, unless the taxable gain can be determined, in which case the withholding is 35 percent of that gain. The gain is the price less the tax cost of the shares, meaning their contribution or acquisition value adjusted for capital increases and decreases and for CPI. The withholding is credited against the seller's final tax, and if it covers the tax in full the seller need not file an annual return. Before the withholding falls due, the seller may ask the SII to determine the gain in advance: the SII must answer within 20 business days of receiving all the documents, silence counts as acceptance, and the withholding deadline is suspended meanwhile. The buyer pays the withholding to the Treasury by the 12th of the following month.
Cost to do it: Withholding of 10 percent of the gross price, or 35 percent of the determinable gain; the advance ruling request to the SII has no fee set by law.
Example: Price CLP 9,865,800,000 and tax cost CLP 3,946,320,000: withholding on the gain is CLP 2,071,818,000; if the gain cannot be shown, withholding is CLP 986,580,000 on the price, credited against the final tax. / Price US$10,000,000 and tax cost US$4,000,000: 35 percent of the US$6,000,000 gain is US$2,100,000, versus US$1,000,000 at 10 percent of the gross price.Decreto Ley Nº 824, Ley sobre Impuesto a la Renta, Art. 74 Nº 4, paragraphs on operations under art. 17 Nº 8; art. 17 Nº 8 letter a) i) and ii); art. 79, 1974-12-31 official text · verified 2026-10-26

4. A sale abroad of shares in a foreign holding company can be taxed in Chile at 35 percent when the seller is a non resident and (a) at least 20 percent of the market value of what is sold, at the sale date or in any of the 12 prior months, comes from Chilean underlying assets (shares of Chilean companies, a Chilean branch or permanent establishment, or assets located in Chile), or (b) those Chilean underlying assets are worth 210,000 annual tax units (UTA) or more, and in both cases at least 10 percent of the foreign entity is transferred, counting all sales by the seller's group in the prior 12 months. If the foreign entity sits in a preferential tax regime, any percentage of Chilean value can trigger the tax. The taxable gain is computed by one of two methods at the seller's choice, and if the seller does not declare and pay, the SII may assess the buyer, with the Chilean company or branch jointly liable.
Cost to do it: 35 percent of the Chilean share of the gain, unless the seller opts for the regime that would have applied to a direct sale of the Chilean assets.
Example: A foreign holding whose only asset is a Chilean subsidiary is sold in full: 100 percent of its value comes from a Chilean company, so test (a) is met and the gain attributable to the Chilean company is taxable in Chile.Decreto Ley Nº 824, Ley sobre Impuesto a la Renta, Art. 10, third paragraph, letters a), b) and c); art. 58 Nº 3, 1974-12-31 official text · verified 2026-10-26

5. Gains on shares of Chilean open corporations with stock market presence, sold on a Chilean stock exchange, in a tender offer or in a contribution under art. 109, and bought in the same qualifying ways (including at IPO or capital increases), currently bear a 10 percent single tax. Ley Nº 21.850 replaces that tax with non taxable treatment for these gains from 1 January 2027.
Cost to do it: 10 percent of the gain on sales up to 31 December 2026; nil for qualifying sales from 1 January 2027.
Example: A qualifying gain of CLP 98,658,000 bears CLP 9,865,800 of tax if realized in 2026 and none if realized from 2027. / US$100,000 of qualifying gain bears US$10,000 in 2026 and nothing from 2027.Decreto Ley Nº 824, art. 107, as amended by Ley Nº 21.850, DL 824 art. 107 Nº 1; Ley Nº 21.850 art. 8 Nº 4 and ninth transitory article Nº 3, 2026-10-17 official text · verified 2026-10-26 · changed: Ley Nº 21.850, published in the Diario Oficial on 17 October 2026, turns the 10 percent single tax on qualifying listed share gains into non taxable income from 1 January 2027.

6. Distributions are imputed in a fixed order at year end: first to taxable profits (RAI register), then to the DDAN register, then to income with tax already paid, exempt income and non income (REX), then to book profits in excess of tax profits, and only then to capital and its CPI adjustment. Amounts imputed to capital are not taxed, up to the contribution or acquisition value and its adjustments, provided they are not capitalized profits and the capital decrease is formalized under the rules of the company type by February of the following year at the latest. The additional tax exception for capital returns applies only up to the capital actually brought into Chile.
Cost to do it: No tax on the capital portion; profits reached first in the order bear the 35 percent additional tax with credit for corporate tax.
Example: A company with CLP 493,290,000 in its RAI register that pays out CLP 986,580,000 as a capital return is treated as distributing taxable profit on the first CLP 493,290,000. / With US$500,000 of taxable profits on hand, a US$1,000,000 payment labelled capital return is taxed as a dividend on the first US$500,000.Decreto Ley Nº 824, Ley sobre Impuesto a la Renta, Art. 14 letter A) Nº 4 (i) to (vi); art. 17 Nº 7; art. 58 Nº 2, 1974-12-31 official text · verified 2026-10-26

7. On termination of business (término de giro) a company under the general regime must treat as withdrawn by its owners the difference between its positive tax equity (plus any negative REX balance) and the sum of its positive REX balance and its contributed capital adjusted for CPI. That amount, grossed up by the corporate tax and art. 41 A credits in the SAC register, bears a 35 percent tax for owners who are final taxpayers (which includes non residents), against which the proportional SAC credit may be deducted, with restitution where it applies. Excess credits are lost and cannot be refunded.
Cost to do it: 35 percent on undistributed taxable profits at closing, less credits.
Example: Tax equity CLP 1,479,870,000, contributed capital CLP 986,580,000 and no REX balance: CLP 493,290,000 is deemed withdrawn; 35 percent of that is CLP 172,651,500 before the gross up and credits. / Tax equity US$1,500,000 and capital US$1,000,000: US$500,000 is deemed withdrawn, and 35 percent of it is US$175,000 before the gross up and credit deduction.Decreto Ley Nº 824, Ley sobre Impuesto a la Renta, Art. 38 bis Nº 1, 2020-02-24 official text · verified 2026-10-26

8. A taxpayer that stops its business must notify the SII through its electronic tax folder, attaching the final termination balance sheet, and pay the resulting tax within two months of the termination date. The SII then has six months to review and assess any difference, extendable by three months if new information appears; the SII may close the request if missing documents are not provided within five days of notice. Once the return is accepted or deemed accepted, the SII cannot audit further and must notify final closure within 15 days, and the termination is certified once the tax is paid.
Cost to do it: No filing fee; accountant time to prepare the final balance and the tax due under art. 38 bis.Decreto Ley Nº 830, Código Tributario, as amended by Ley Nº 21.713, Art. 69, 2024-10-24 official text · verified 2026-10-26 · changed: Ley Nº 21.713 (Diario Oficial 24 October 2024) set the six month review period with a three month extension and the 15 day closure notice.

9. 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 closely held S.A.s, or on grounds in its bylaws. Early dissolution needs two thirds of the voting shares. The dissolved company survives as a legal person for liquidation only, adds "en liquidación" to its name and may not continue its business. Liquidation is run by a three member committee (or one liquidator if unanimously agreed) for a term of at most three years, renewable once. Capital may be returned to shareholders only after debts are paid or secured, distributions must be made at least quarterly and in cash unless agreed unanimously, and liquidators who vote for capital distributions are jointly liable to creditors. A liquidation not finished within six years of dissolution is presumed a serious case allowing a change of liquidator.
Cost to do it: Notary, registry inscription and publication of the dissolution extract, plus liquidators' fees set by the shareholders meeting.Ley Nº 18.046, Ley sobre Sociedades Anónimas, Art. 67 Nº 3, art. 103, art. 108 to 111, art. 116 to 119, 1981-10-22 official text · verified 2026-10-26

10. An SpA is governed by its bylaws and, where they are silent, by the rules for closely held S.A.s, so the S.A. dissolution and liquidation rules apply by default. Unlike an S.A., an SpA does not dissolve when all its shares end up with a single shareholder unless its bylaws say so. Companies registered in the online Registry of Companies and Partnerships (closely held S.A., SpA, limited liability companies and others) are dissolved and terminated by signing the relevant electronic form and filing it in that registry; when a shareholders meeting is needed, its minutes must be uploaded within 30 calendar days.
Cost to do it: For companies in the online registry, dissolution is done by electronic form; notary costs arise only where a meeting's minutes must be formalized.Código de Comercio; Ley Nº 20.659, simplifying incorporation, amendment and dissolution of commercial companies, Código de Comercio art. 424 and art. 444; Ley Nº 20.659 art. 2 and art. 14, 2013-02-08 official text · verified 2026-10-26

11. An insolvent company may file in court for voluntary liquidation with a list of its assets, their location and liens and proof of title, and the court acts within three days if the filing is complete. Creditors may instead sue for forced liquidation, for example when the company stops paying an enforceable obligation, attaching a bank deposit of 100 UF to cover initial costs and liquidator fees.
Cost to do it: Creditor petition: bank deposit of 100 UF; liquidator fees and court costs thereafter.Ley Nº 20.720, reorganization and liquidation of companies and persons, as amended by Ley Nº 21.563, Art. 115, art. 116, art. 117 and art. 118, 2014-01-09 official text · verified 2026-10-26

12. Companies holding positive balances in the FUR register or the STUT register at the end of commercial year 2025 or 2026 may opt to pay a 10 percent single tax, in place of final taxes and without the associated credits, on all or part of those balances. The option must be exercised within eight months of the law's publication on 17 October 2026, by filing and paying on the SII form. Amounts so taxed go to the REX register and can be remitted abroad at any time without following the imputation order and without the art. 74 Nº 4 withholding.
Cost to do it: 10 percent of the amount opted in, with the associated corporate tax credit extinguished.
Example: Opting in CLP 493,290,000 of FUR balance costs CLP 49,329,000. / Opting in US$500,000 costs US$50,000, after which those profits can be remitted without withholding.Ley Nº 21.850, for national reconstruction and economic and social development, Eleventh transitory article, letters A) and B), 2026-10-17 official text · verified 2026-10-26 · changed: New one off option created by Ley Nº 21.850, published 17 October 2026.

Route	Main Chilean tax point	Key filing or deadline	Rule
Sell the shares of the Chilean company	Buyer withholds 10 percent of price or 35 percent of gain paid to the non resident	Withholding paid by the 12th of the following month; optional SII advance ruling in 20 business days	DL 824 art. 74 Nº 4, art. 79
Sell a foreign holding company that owns Chilean assets	35 percent on the Chilean share of the gain if the 20 percent or 210,000 UTA test and 10 percent stake test are met	Seller declares and pays; buyer and Chilean company exposed if not	DL 824 art. 10, art. 58 Nº 3
Wind down the company	35 percent on undistributed taxable profits deemed withdrawn, less SAC credit	Termination filing and payment within 2 months; SII review of 6 months	DL 824 art. 38 bis; CT art. 69
Keep the company, return capital	No tax on capital and CPI adjustment once profits are exhausted	Capital decrease formalized by February of the following year	DL 824 art. 14 A Nº 4, art. 17 Nº 7

Three ways out of Chile compared, with the main tax rule for each (DL Nº 824; Código Tributario art. 69; Ley Nº 18.046). CLP at 986.58 per US dollar.

Item	US$	CLP
Price	10,000,000	9,865,800,000
Tax cost (contribution or acquisition value, CPI adjusted)	4,000,000	3,946,320,000
Gain	6,000,000	5,919,480,000
Withholding if gain determinable (35 percent of gain)	2,100,000	2,071,818,000
Withholding if gain not determinable (10 percent of price)	1,000,000	986,580,000

Share sale withholding on a non resident seller (DL Nº 824 art. 74 Nº 4). Assumed price US$10,000,000 and tax cost US$4,000,000; CLP at 986.58.

Worked example

A foreign parent owns 100 percent of a Chilean SpA into which it contributed US$1,000,000 (CLP 986,580,000), recorded by the bank when the money came in under the FX Compendium. Years later it receives an offer of US$10,000,000 for the shares.
If it sells the SpA shares directly, the Chilean buyer withholds 35 percent of the US$6,000,000 gain, US$2,100,000 (CLP 2,071,818,000), if the parent documents a tax cost of US$4,000,000 (for example original capital plus later capital increases, CPI adjusted); if it cannot, the buyer withholds 10 percent of the price, US$1,000,000 (CLP 986,580,000), which is credited against the final tax (DL Nº 824 art. 74 Nº 4). An advance SII ruling on the gain can settle the figure before closing.
If instead the parent winds the SpA down, it first sells or distributes the assets, pays creditors, and files the termination of business within two months (Código Tributario art. 69). Suppose tax equity is US$1,500,000 (CLP 1,479,870,000) with no REX balance: US$500,000 (CLP 493,290,000) is deemed withdrawn and taxed at 35 percent, US$175,000 (CLP 172,651,500) before the gross up and the SAC credit (DL Nº 824 art. 38 bis). The remaining US$1,000,000 of capital goes back tax free and is reported through the bank when remitted (art. 17 Nº 7; CNCI Section IV, Nº 34).
If the parent is an Argentine company, Chile's tax treaty with Argentina, listed by the SII as applicable in Chile from 1 January 2017, may limit Chile's right to tax the gain or change the restitution outcome on the deemed distribution, and should be checked clause by clause. The Argentine tax and FX treatment of the proceeds is covered in the Argentine guide.

Step by step

1. Rebuild the tax cost of the shares: original contribution and any later capital increases or decreases, with dates, so the gain can be computed with CPI adjustment (DL Nº 824 art. 17 Nº 8 a) i).
2. Pull the Central Bank reports filed when capital came in; they evidence the capital actually brought into Chile that can leave tax free (DL Nº 824 art. 58 Nº 2; CNCI Section IV).
3. Check the company's tax registers (RAI, DDAN, REX, SAC) and, before the eight month window from 17 October 2026 closes, whether opting FUR or STUT balances into the 10 percent single tax lowers the exit cost (Ley Nº 21.850 eleventh transitory article).
4. For a share sale, agree in the contract who files and pays the withholding; if the gain is clear, consider asking the SII to determine it in advance (20 business days) so the buyer withholds on the gain rather than 10 percent of the price.
5. For an offshore sale of a holding company, test the 20 percent, 210,000 UTA and 10 percent stake thresholds over the prior 12 months (DL Nº 824 art. 10).
6. For a wind down, adopt the dissolution (two thirds of voting shares in an S.A.; by electronic form for companies in the online registry), appoint liquidators, pay or secure all debts, then file the termination of business and pay the tax within two months.
7. Remit capital and the net proceeds through a bank of the formal FX market and report each remittance (Ley Nº 20.848 art. 5 and 6; CNCI Section IV, Nº 34).
8. Keep the company's records until the SII's six month review closes and the termination is certified (Código Tributario art. 69).

Common traps

Labelling a payment as a capital return does not make it one: distributions are imputed to taxable profits first and reach capital only when all profit registers are exhausted (DL Nº 824 art. 14 A Nº 4).
Missing the February deadline to formalize a capital decrease means the payout cannot be imputed to capital tax free (DL Nº 824 art. 14 A Nº 4 (v)).
A buyer that pays a non resident seller without withholding is exposed for the tax; in offshore indirect sales the SII may assess the buyer, and the Chilean company is jointly liable (DL Nº 824 art. 58 Nº 3).
An S.A. whose shares end up in one hand for more than 10 days dissolves by law, while an SpA does not unless its bylaws say so (Ley Nº 18.046 art. 103 Nº 2; Código de Comercio art. 444).
Liquidators who vote to return capital before debts are paid or secured are jointly liable to creditors (Ley Nº 18.046 art. 117 and 118).
Excess SAC credits left after the termination tax are lost and cannot be refunded (DL Nº 824 art. 38 bis Nº 1).
Capital that entered Chile without being channelled and reported is hard to prove as capital actually brought in when it is time to take it out (DL Nº 824 art. 58 Nº 2; CNCI Section IV).

Sources

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