Countries › Chile › Guide › 10. Capital markets and finance › Continuous disclosure and insider trading in Chile: essential facts, reserved information, trading reports, blackout policies, insider presumptions and criminal penalties

Continuous disclosure and insider trading in Chile: essential facts, reserved information, trading reports, blackout policies, insider presumptions and criminal penalties

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

Registered issuers must disclose every essential fact about themselves and their business truthfully, sufficiently and on time, as soon as it happens or becomes known, and can keep pending negotiations reserved only with the approval of three quarters of the directors in office, reported to the CMF the next day. Directors, managers and 10 percent holders report every trade in the shares by the next day, issuers must adopt a trading policy for insiders, and anyone holding inside information must keep it confidential and may not trade or tip. Trading on inside information is a crime, and the CMF can fine companies up to 100,000 UF or 30 percent of the operations involved.

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). UF figures use the SII value of CLP 41,221.08 per UF for 26 October 2026 and UTM figures the October 2026 value of CLP 72,151. Conversions are for orientation only; the legal thresholds are set in UF or UTM.

Key facts

Board approval needed to keep an essential fact reserved	Three quarters of directors in office; report to the CMF the next day textLey Nº 18.045 art. 10, as of 2026-10-26 · in force
Holding that triggers next day reporting of every trade in a listed company	10 %Ley Nº 18.045 art. 12, as of 2026-10-26 · in force
Deadline for directors, managers and 10 percent holders to report trades	Next day after the trade textLey Nº 18.045 art. 12, as of 2026-10-26 · in force
Maximum CMF fine per company (alternative tests)	100,000 UF (500,000 UF if repeat), 30 percent of operations or twice the gain textDL Nº 3.538 art. 36, as of 2026-10-26 · in force

The rule

1. Registration obliges the issuer to disclose truthfully, sufficiently and on time all essential information about itself, the securities and the offer; essential information is what a prudent person would consider important for investment decisions. Registered entities must give the CMF and the public the information required by law and CMF general rules, which must include at least the environmental and climate change impacts of the entity, with risk identification, management and metrics, at least once a year, and must disclose every essential fact about themselves and their business when it occurs or becomes known. The board must implement policies, procedures, systems and controls to ensure disclosure and prevent leaks before it.Ley Nº 18.045, Ley de Mercado de Valores, as amended by Ley Nº 21.314 (Diario Oficial 13 April 2021) and Ley Nº 21.455 (Diario Oficial 13 June 2022), Art. 9 and art. 10, 2022-06-13 official text · verified 2026-10-26 · changed: Ley Nº 21.455 art. 50 (Diario Oficial 13 June 2022) added the duty to report environmental and climate change impacts and metrics at least annually; Ley Nº 21.314 (13 April 2021) added the board's duty to implement disclosure and anti leak controls.

2. With the approval of three quarters of the directors in office, facts or information about pending negotiations whose disclosure could harm the company may be kept reserved; where the issuer has no board, all administrators must agree. The decision must be reported to the CMF the day after it is adopted. Directors who wilfully or negligently vote to reserve a fact that does not qualify are liable under art. 55.Ley Nº 18.045, Ley de Mercado de Valores, Art. 10, fourth to sixth paragraphs, 2021-04-13 official text · verified 2026-10-26

3. Anyone who directly or through others holds 10 percent or more of an open corporation's subscribed capital, or reaches it through a purchase, and every director, liquidator, principal executive, administrator and manager regardless of holding, must report each purchase or sale of the company's shares, and of contracts or securities whose price depends substantially on them, to the CMF and to each Chilean exchange where they trade, no later than the day after the transaction.
Cost to do it: No filing fee; the cost is next day reporting systems for the holder and its group.Ley Nº 18.045, Ley de Mercado de Valores, Art. 12, 1981-10-22 official text · verified 2026-10-26

4. Issuers of publicly offered securities must adopt a policy setting rules, procedures, controls and responsibilities under which directors, managers, administrators, principal executives and controlled entities may trade the issuer's securities. The policy may impose a total and permanent ban, temporary blackout periods set by the board around events or processes of the entity, or a minimum holding period in trading days between a purchase and a sale.Ley Nº 18.045, Ley de Mercado de Valores, Art. 16, 1981-10-22 official text · verified 2026-10-26

5. Inside information is any information about one or more issuers, their business or their securities, not disclosed to the market, that by its nature could influence the price, including reserved information under art. 10. Anyone who has it because of their position, activity or relationship must keep it confidential and may not use it for their own or others' benefit, trade the securities directly or through others, cancel or modify orders on them, pass it on or recommend trades. Directors, managers, administrators, principal executives and liquidators of the issuer or of its controller, controllers negotiating a sale of control, and broker staff are presumed to hold inside information, as are auditors, rating agency staff, advisers, supervisors and close relatives who had direct access to the fact.Ley Nº 18.045, Ley de Mercado de Valores, Title XXI, as amended by Ley Nº 20.382 and Ley Nº 21.595 (Diario Oficial 17 August 2023), Art. 164, art. 165 and art. 166, 2023-08-17 official text · verified 2026-10-26 · changed: Ley Nº 21.595 (economic crimes law, Diario Oficial 17 August 2023) art. 52 amended the insider trading and related offence provisions of Ley Nº 18.045.

6. Trading on inside information, or improperly disclosing it, is punished with presidio menor in its maximum degree to presidio mayor in its minimum degree when the person held the information in one of the art. 166 positions, and presidio menor in its medium to maximum degrees in other cases; recommending trades while holding such information in an art. 166 position carries presidio menor in its medium to maximum degrees. Buying shares of an open corporation without the legally required tender offer, to the detriment of others, is also a crime.Ley Nº 18.045, Ley de Mercado de Valores, as amended by Ley Nº 21.595 (Diario Oficial 17 August 2023), Art. 60 and art. 61 letter a), 2023-08-17 official text · verified 2026-10-26

7. Corporations and banks supervised by the CMF that break the laws, regulations, bylaws or CMF instructions can be censured, have their authorisation revoked, or be fined, per company, up to the greater alternative of 100,000 UF (up to five times that for repeat breaches of the same nature), 30 percent of the value of the sanctioned operations, or twice the benefits obtained from them.
Cost to do it: Fine cap of 100,000 UF (about CLP 4,122,108,000 or US$4.18 million), or 500,000 UF for repeat breaches, or 30 percent of the operations, or twice the gain.
Example: An operation of CLP 10,000,000,000 concealed from the market exposes the company to a fine of up to CLP 3,000,000,000 under the 30 percent test. / On an operation of about US$10.1 million, the 30 percent test gives a cap of about US$3.04 million, below the 100,000 UF cap of US$4.18 million.Decreto Ley Nº 3.538, organic law of the CMF, in the text set by Ley Nº 21.000 (Diario Oficial 23 February 2017), Art. 36, 2017-02-23 official text · verified 2026-10-26

Duty	Who	Deadline	Article
Essential facts	The issuer	When the fact occurs or becomes known	Art. 10
Decision to reserve a fact	Board (three quarters of directors)	Day after the decision, to the CMF	Art. 10
Trades in the issuer's shares and related derivatives	Directors, managers, executives, liquidators and 10 percent holders	Day after the trade, to the CMF and exchanges	Art. 12
Insider trading policy	The issuer	Standing obligation	Art. 16
Intention to take control	Prospective controller	At least 10 business days before closing	Art. 54
Control acquired	New controller	Within 2 business days	Art. 54 A

Who reports what and when (Ley Nº 18.045)

Worked example

A foreign strategic investor negotiating to buy 15 percent of a listed Chilean miner asks for due diligence. The target's board, by three quarters of the directors in office, reserves the negotiations and tells the CMF the next day (Ley Nº 18.045 art. 10). The investor's deal team, advisers and the target's directors now hold inside information and may not trade the shares (art. 165 and 166).
When the purchase closes and the investor crosses 10 percent, it reports the purchase to the CMF and each exchange by the next day, and reports every later trade the same way (art. 12).

Step by step

1. Map your disclosure controls: who decides whether a fact is essential and how it reaches the CMF the same day.
2. Adopt and publish an art. 16 trading policy with blackout periods around results and major transactions.
3. Keep insider lists for each project; remind advisers and relatives of the art. 166 presumptions.
4. If a negotiation must stay confidential, take a reserve decision with three quarters of the directors and report it to the CMF the next day.
5. Set up next day trade reporting for directors, executives and 10 percent holders.
6. Include the annual environmental and climate metrics required by art. 10 and the CMF general rule.

Common traps

Leaving a pending deal undisclosed without a formal reserve decision; silence without the three quarter vote breaches art. 10.
Assuming a relative or adviser is outside the rules. Close relatives, auditors, rating staff and advisers with direct access are presumed insiders (art. 166).
Cancelling or changing an order while holding inside information, which is itself prohibited (art. 165).
Forgetting derivatives: art. 12 reports cover contracts whose price depends substantially on the shares.
Treating CMF fines as capped at 100,000 UF; the 30 percent of operations or twice the gain tests can be higher (DL Nº 3.538 art. 36).

Sources

← Corporate bonds and commercial paper in Chile: issue deeds, bondholder representatives, ratings, debt lines, stamp tax and the 4 percent tax regime for public debtTender offers for Chilean listed companies: when an OPA is mandatory, offer period, pricing, guarantees, competing bids, board opinions and the two thirds squeeze →