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Governance of Chilean open corporations: board size, gender balance reporting, independent directors and directors committee, related party transactions, minimum dividend and withdrawal rights

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

Open corporations need at least five directors, and seven plus an independent director and a directors committee once market capitalisation reaches 1,500,000 UF with at least 12.5 percent of voting shares held by holders under 10 percent each. Related party transactions above relevance thresholds need approval by uninvolved directors on market terms, and those directors must explain their reasoning, while every open corporation must pay out at least 30 percent of annual net profit in cash unless all shares agree otherwise. Since 1 January 2026 boards report against a suggested gender cap that tightens in steps from 80 to 60 percent.

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

Minimum board size of an open corporation	5 (7 if an independent director and committee are required) directorsLey Nº 18.046 art. 31, as of 2026-10-26 · in force
Market capitalisation that triggers an independent director and directors committee	1500000 UFLey Nº 18.046 art. 50 bis, as of 2026-10-26 · in force
Voting shares held by holders under 10 percent each that, with the market cap test, triggers the committee	12.5 %Ley Nº 18.046 art. 50 bis, as of 2026-10-26 · in force
Related party transaction always relevant above	20000 UFLey Nº 18.046 art. 147, as of 2026-10-26 · in force
Minimum annual cash dividend of open corporations	30 % of net profitLey Nº 18.046 art. 79, as of 2026-10-26 · in force
Suggested maximum share of one sex on boards of open corporations (2026 to 2028)	80 %Ley Nº 18.046 art. 31; Ley Nº 21.757 first transitory article, as of 2026-10-26 · in force

The rule

1. The corporation is managed by a board elected by the shareholders' meeting; the bylaws must set a fixed number of directors, renewed in full at the end of a term of up to three years (one year if the bylaws say nothing). Closed corporations need at least three directors and open corporations at least five, and seven when the open corporation must have an independent director and a directors committee.Ley Nº 18.046, Ley sobre Sociedades Anónimas, Art. 31, 1981-10-22 official text · verified 2026-10-26

2. In open corporations and special corporations supervised by the CMF, people of one sex should not exceed 60 percent of the board. This is a suggested proportion: companies that do not meet it report their reasons to the CMF, which publishes them, within 5 business days after each board election, and in their annual reports and websites. Under the law's transitory rules, the cap is 80 percent until the end of the third calendar year from entry into force and 70 percent from the fourth to the end of the sixth year.Ley Nº 18.046, Ley sobre Sociedades Anónimas, art. 31 as amended by Ley Nº 21.757 (Diario Oficial 19 August 2025), Art. 31, fourth and fifth paragraphs; Ley Nº 21.757 first transitory article, 2025-08-19 official text · verified 2026-10-26 · changed: Ley Nº 21.757, published 19 August 2025, took effect on 1 January 2026, setting a suggested maximum of 80 percent of one sex on boards through 2028, 70 percent in 2029 to 2031 and 60 percent afterwards, with comply or explain reporting to the CMF.

3. Open corporations must appoint at least one independent director and a directors committee when their market capitalisation is at least 1,500,000 UF and at least 12.5 percent of their voting shares are held by shareholders who individually control or hold less than 10 percent; the duty starts the year after both tests are met and ends the year after either is lost. A director is not independent if in the last 18 months they had relevant links with the company, its group, controller or senior executives, close family ties to them, or were 10 percent owners or executives of its main competitors, suppliers, clients, or of its law, consulting or audit firms. Candidates are proposed by holders of 1 percent or more at least 10 days before the meeting. The committee reviews auditors' reports and financial statements, proposes auditors and rating agencies, reports on related party transactions, and reviews pay plans.
Cost to do it: Threshold market capitalisation: 1,500,000 UF (about CLP 61,831,620,000 or US$62.67 million).Ley Nº 18.046, Ley sobre Sociedades Anónimas, as amended by Ley Nº 20.382 (Diario Oficial 20 October 2009), Art. 50 bis, 2009-10-20 official text · verified 2026-10-26

4. Related party transactions of an open corporation (with persons related under art. 100 of Ley Nº 18.045, directors and executives or their relatives, companies where they hold 10 percent or are officers, and others named by the bylaws or the committee) may only be entered into if they serve the company's interest and match market price, terms and conditions. Interested directors must report immediately; the transaction needs approval by the absolute majority of the board excluding involved directors, or, if most directors are involved, unanimity of the uninvolved or two thirds of voting shares at an extraordinary meeting, in which case the board appoints at least one independent evaluator whose report is made available to shareholders for at least 15 business days. Breach does not void the deal but the related party must repay the benefit it obtained, with the burden of proof on it.Ley Nº 18.046, Ley sobre Sociedades Anónimas, Title XVI as replaced by Ley Nº 20.382 (Diario Oficial 20 October 2009), Art. 146 and art. 147, 2009-10-20 official text · verified 2026-10-26

5. Transactions that are not of relevant amount may proceed with prior board authorisation only: a transaction is relevant if it exceeds 1 percent of equity and 2,000 UF, and always when it exceeds 20,000 UF; similar or complementary acts with the same parties or object within 12 months count as one. Ordinary transactions under a habitual operations policy approved by the board, with the directors committee's opinion, are also exempt.
Cost to do it: Relevance thresholds: above 1 percent of equity and 2,000 UF (about CLP 82,442,160 or US$83,564); always above 20,000 UF (about CLP 824,421,600 or US$835,636).
Example: A company with equity of CLP 500,000,000,000 buying services worth CLP 4,000,000,000 from its controller is below 1 percent of equity but above 20,000 UF, so the full procedure applies. / A US$900,000 contract with a related party always needs the full procedure, since it exceeds 20,000 UF (about US$835,636).Ley Nº 18.046, Ley sobre Sociedades Anónimas, Art. 147, final paragraphs, letters a) and b), 2009-10-20 official text · verified 2026-10-26

6. Unless the shareholders' meeting agrees otherwise unanimously, open corporations must distribute each year as a cash dividend at least 30 percent of the net profit of the year, pro rata to shares or as the bylaws provide for preferred shares; closed corporations follow their bylaws and, if silent, the same rule. The board may pay interim dividends from the year's profits, under the personal liability of approving directors, if there are no accumulated losses.
Example: Net profit of CLP 10,000,000,000 means a minimum cash dividend of CLP 3,000,000,000. / On profit of about US$10.1 million, at least about US$3.04 million must be paid out.Ley Nº 18.046, Ley sobre Sociedades Anónimas, Art. 79, 1981-10-22 official text · verified 2026-10-26

7. Dissenting shareholders may withdraw and be paid for their shares when the meeting approves a transformation, merger, sale of 50 percent or more of assets (or of a subsidiary representing at least 20 percent of assets, or loss of control of it) under art. 67 Nº 9, guarantees for third party obligations over 50 percent of assets other than for subsidiaries, creation or change of preferences for a series, or other cases set by law or the bylaws. Open corporations pay market value as defined in the regulation, closed corporations book value. The right is suspended while the company is in liquidation or under a reorganisation agreement.Ley Nº 18.046, Ley sobre Sociedades Anónimas, Art. 67 Nº 9 and Nº 11, art. 69, 1981-10-22 official text · verified 2026-10-26

Period	Suggested cap	Consequence if exceeded
2026 to 2028	80 percent	Report reasons to the CMF within 5 business days of the election; CMF publishes them
2029 to 2031	70 percent	Same
From 2032	60 percent	Same

Suggested maximum share of one sex on boards of open corporations (Ley Nº 21.757, in force 1 January 2026)

Worked example

A listed Chilean company with market capitalisation of US$200 million (about 4.79 million UF) and 30 percent of its shares in the hands of small holders must have a directors committee and at least one independent director, so its board needs seven members (Ley Nº 18.046 art. 31 and 50 bis).
Its foreign parent wants to sign a US$2 million technical services contract with it. That exceeds 20,000 UF, so the uninvolved directors must approve it by absolute majority on market terms after the committee's report, and the approval is reported at the next shareholders' meeting (art. 147).

Step by step

1. Each year test market capitalisation and free float against art. 50 bis; plan the committee and independent director for the following year.
2. Set the bylaws' board size (at least 5, or 7 with a committee) and gender balance mechanism.
3. Adopt a habitual operations policy with the committee's opinion to cover routine intra group dealings.
4. Run each related party deal above the thresholds through uninvolved directors, recorded in the minutes, and report it at the next meeting.
5. Budget a minimum 30 percent cash dividend unless unanimous shareholder approval is realistic.
6. Model withdrawal right costs before proposing mergers, large asset sales or guarantees.

Common traps

Assuming the parent's consent is enough for an intra group contract. Uninvolved directors must approve and the related party bears the burden of proving market terms (art. 147).
Splitting a large related party contract into small ones: similar acts with the same parties within 12 months count as one (art. 147 a).
Planning to retain all profits in a listed company. The 30 percent minimum dividend can only be waived unanimously (art. 79).
Reporting gender balance late: the explanation is due within 5 business days of each board election (art. 31).
Overlooking withdrawal rights in a group restructuring, which can force cash payments at market value (art. 69).

Sources

← Tender offers for Chilean listed companies: when an OPA is mandatory, offer period, pricing, guarantees, competing bids, board opinions and the two thirds squeezeBanking in Chile for foreign groups: licensing a bank, foreign bank branches and representative offices, 10 percent ownership approval, capital, lending limits, deposit guarantee and secrecy →