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Public offerings and listing in Chile: the CMF Securities Registry, when registration is mandatory, timelines, fees, foreign securities and delisting

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

Any offer of securities aimed at the public, or at specific sectors or groups of it, needs both the issuer and the securities registered in the Securities Registry kept by the Comisión para el Mercado Financiero (CMF), which has 30 days to register once the file is complete. Registration costs a fixed 34 UF plus 0.85 per thousand of the amount issued, capped at 340 UF, and a corporation can also be forced onto the registry by the size of its shareholder base. Foreign shares and bonds can be offered in Chile through a separate Foreign Securities Registry or as local depositary certificates, and a registered company can only deregister with a two thirds vote that triggers withdrawal rights.

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

CMF fee for registering an issuer or securities in the Securities Registry	34 UFDL Nº 3.538 art. 33 Nº 1, as of 2026-10-26 · in force
Additional CMF fee on securities issues (per thousand of the amount, capped at 340 UF)	0.85 per thousandDL Nº 3.538 art. 33 Nº 1, as of 2026-10-26 · in force
Days the CMF has to register an issuer once the application is filed (suspended during observations)	30 daysLey Nº 18.045 art. 8, as of 2026-10-26 · in force
Shareholder count that forces a corporation to register its shares (12 consecutive months)	More than 2,000 shareholders textLey Nº 18.046 art. 2, as of 2026-10-26 · in force
Shareholder vote needed for an open corporation to cancel its share registration	Two thirds of voting shares; dissenters get a withdrawal right textLey Nº 18.046 art. 2, as of 2026-10-26 · in force
Shareholder test for mandatory share registration in the Securities Market Law (replacement pending CMF rules under Ley Nº 21.521)	500 shareholders, or 10 percent of capital held by at least 100 shareholders; register within 60 days textLey Nº 18.045 art. 5 c) and art. 6, as of 2026-10-26 · in force

The rule

1. A public offering of securities is one aimed at the public in general or at certain sectors or specific groups of it. The CMF may declare by general rule that certain offers are not public, considering the number and type of investors addressed, the channel used and the amount offered, and may exempt certain public offers from some requirements of the law. Issuers in liquidation may not offer securities to the public except their own shares.
Cost to do it: No fee to rely on a CMF private placement exemption; the cost is legal review of the offer against the applicable general rule.Ley Nº 18.045, Ley de Mercado de Valores (Diario Oficial 22 October 1981), Art. 4, 1981-10-22 official text · verified 2026-10-26

2. Securities may be offered to the public only when both the securities and their issuer are registered in the Securities Registry, which the CMF keeps open to the public. Besides issuers and publicly offered securities, the registry must include shares of corporations that have 500 or more shareholders, or in which at least 10 percent of subscribed capital belongs to at least 100 shareholders (excluding holders above that percentage), and shares registered voluntarily or by legal obligation. Those shares must be registered within 60 days of meeting either test. An issuer that registers does not have to offer its securities until one year after registration.Ley Nº 18.045, Ley de Mercado de Valores, as amended by Ley Nº 20.382 (Diario Oficial 20 October 2009), Art. 5 and art. 6, 2009-10-20 official text · verified 2026-10-26 · changed: Ley Nº 21.521 (Ley Fintec, Diario Oficial 4 January 2023) art. 32 Nº 2 replaces art. 5 and 6 so that only publicly offered securities, not their issuers, are registered. Under its first transitory article that change takes effect only when the related CMF rules enter into force; Ley Chile lists it as a pending deferred version as of 26 October 2026.

3. Corporations become open corporations (sociedades anónimas abiertas) when they register their shares in the Securities Registry, and must register them once they have had more than 2,000 shareholders recorded for 12 consecutive months, or a higher number the CMF sets by general rule. Open corporations are supervised by the CMF. An open corporation may ask to cancel the registration of its shares only with the approval of two thirds of the voting shares at an extraordinary shareholders meeting, and absent or dissenting shareholders then have a withdrawal right.
Example: A closed S.A. whose employee plan pushes it above 2,000 shareholders from January to December must register its shares and becomes an open corporation under CMF supervision. / The trigger is the number of holders, not company size: a company worth US$5 million with 2,100 holders is caught, one worth US$500 million with 50 holders is not.Ley Nº 18.046, Ley sobre Sociedades Anónimas (Diario Oficial 22 October 1981), art. 2 as replaced by Ley Nº 21.521 art. 33 Nº 1 (Diario Oficial 4 January 2023), Art. 2, 2023-01-04 official text · verified 2026-10-26 · changed: Ley Nº 21.521 (Diario Oficial 4 January 2023) replaced the shareholder count test in Ley Nº 18.046 art. 2 with the rule of more than 2,000 shareholders for 12 consecutive months; this article took effect 30 days after publication.

4. The CMF registers an issuer once it has provided the legal, economic and financial information required by general rule, and may require less information from issuers given their size or other features, restricting trading to special markets and groups of investors. It has 30 days from the application to register; the period is suspended while the issuer answers written requests for more information or corrections, and once observations are addressed the CMF must register within three business days. For long term debt the issuer files two risk ratings with the application, one for short term debt, and ratings are voluntary for securities aimed only at those special markets.
Cost to do it: Timeline set by law: 30 days plus any suspension for observations, then 3 business days to register.Ley Nº 18.045, Ley de Mercado de Valores, Art. 8 and art. 8 bis, 1981-10-22 official text · verified 2026-10-26

5. Persons and entities registering with the CMF pay fixed fees: 34 UF for each registration in the Securities Registry or the Foreign Securities Registry, plus, for issues of securities, 0.85 per thousand of the capital involved with a maximum of 340 UF. Registration in other CMF registries costs 17 UF, each annotation 5 UF, deposit or approval of fund internal rules 26 UF, approvals of existence, bylaw amendments, mergers, divisions or dissolutions of entities needing CMF authorisation 34 UF, and approval of insurance policies 10 UF. Foreign securities of the same nature and market filed by one sponsor are capped at 850 UF.
Cost to do it: Registration of an issue: 34 UF plus 0.85 per thousand of the amount, capped at 340 UF, so at most 374 UF (about CLP 15,416,684 or US$15,626); the cap is reached on issues of 400,000 UF (about US$16.71 million) or more.
Example: A share issue of CLP 20,000,000,000 (about 485,193 UF) pays 34 UF plus the 340 UF cap: 374 UF, about CLP 15,416,684. / A US$5 million issue (about 119,669 UF) pays 34 UF plus about 101.7 UF, roughly 135.7 UF or US$5,670.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. 33, 2017-02-23 official text · verified 2026-10-26

6. Foreign securities may be offered publicly in Chile only once registered in a special Foreign Securities Registry kept by the CMF. Alternatively, a Chilean depositary (a bank, a foreign bank branch, a securities depository company or another entity the CMF authorises) may issue Certificados de Depósito de Valores (CDV) against the deposit of the foreign securities, and the CDV must be registered in the Securities Registry. Registration is requested by the issuer, by a depositary for CDV, or by a sponsor for qualifying securities. Foreign securities and CDV may only be expressed in foreign currencies authorised by the Central Bank, or in pesos if paid in an authorised foreign currency, unless the Central Bank authorises peso trading and payment.
Cost to do it: Foreign Securities Registry: 34 UF per registration, capped at 850 UF for a sponsor filing securities of the same nature from one market (DL Nº 3.538 art. 33).
Example: An Argentine company can reach Chilean investors by registering its shares in the Foreign Securities Registry or through CDV issued by a Chilean bank; the exchange side is governed by the Central Bank's rules. / A sponsor filing a batch of 40 US listed equities pays 34 UF each, about US$1,421, but no more than 850 UF (about US$35,515) in total.Ley Nº 18.045, Ley de Mercado de Valores, Title XXIV, as amended by Ley Nº 20.190 (Diario Oficial 5 June 2007), Art. 183 to 187, 2007-06-05 official text · verified 2026-10-26

7. Securities intermediaries are those who broker securities trades; once they meet the technical and capital requirements set by law and the CMF they may also trade for their own account, but must disclose this to the counterparty and may not take the other side of a client's order without express consent. Those who are members of an exchange are corredores de bolsa and those operating off exchange are agentes de valores, and nobody may act as either without prior registration with the CMF.Ley Nº 18.045, Ley de Mercado de Valores, Art. 24, 1981-10-22 official text · verified 2026-10-26 · changed: Ley Nº 21.521 art. 32 Nº 5 replaces art. 23 to 31 with a registration and authorisation regime similar to the Fintec registry; this text is deferred until the corresponding CMF rules take effect (Ley Nº 21.521, first transitory article).

Filing	Fee	CLP	USD
Registration of an issuer or securities (fixed part)	34 UF	CLP 1,401,517	US$1,421
Variable part on an issue, maximum (issues of 400,000 UF or more)	340 UF	CLP 14,015,167	US$14,206
Other CMF registries	17 UF	CLP 700,758	US$710
Each annotation in a registry	5 UF	CLP 206,105	US$209
Deposit or approval of a fund's internal rules	26 UF	CLP 1,071,748	US$1,086
Approval of existence, bylaw changes, mergers of supervised entities	34 UF	CLP 1,401,517	US$1,421
Approval of an insurance policy or contract	10 UF	CLP 412,211	US$418

CMF registration fees (DL Nº 3.538 art. 33). CLP at 41,221.08 per UF; USD at 986.58 per US dollar.

Worked example

A Chilean SpA converts into an S.A. and plans a US$20 million (about CLP 19,731,600,000 or 478,676 UF) initial public offering. It files the issuer and share registration with the CMF; the CMF has 30 days, suspended while it answers observations, and then 3 business days to register (Ley Nº 18.045 art. 8). The CMF fees are 34 UF plus the 340 UF cap, 374 UF or about CLP 15,416,684 (US$15,626) (DL Nº 3.538 art. 33).
Once registered it is an open corporation: it must have at least five directors (Ley Nº 18.046 art. 31), distribute at least 30 percent of annual net profit unless all shares agree otherwise (art. 79) and disclose essential facts as they occur (Ley Nº 18.045 art. 10). It has one year from registration to launch the offer (art. 5).

Step by step

1. Decide whether the offer is public: any offer to the public or to specific groups of it is public unless a CMF general rule excludes it (Ley Nº 18.045 art. 4).
2. If the company is an SpA or Ltda., convert into an S.A. before an equity offering; open corporations are S.A.s (Ley Nº 18.046 art. 2).
3. Prepare the issuer file under the CMF general rule (legal, economic and financial information) and, for debt, two risk ratings (one for commercial paper).
4. File with the CMF and pay 34 UF plus 0.85 per thousand of the issue up to 340 UF.
5. Answer CMF observations; the 30 day clock resumes when you do, and registration follows within 3 business days.
6. List on a Chilean exchange through a registered broker and start continuous disclosure.
7. For foreign issuers, choose between the Foreign Securities Registry and CDV through a local depositary, and check the Central Bank currency rules (art. 184).

Common traps

Treating an offer to a targeted group of Chilean investors as private. Offers to specific groups of the public are public unless a CMF general rule excludes them (Ley Nº 18.045 art. 4).
Ignoring the shareholder count. More than 2,000 shareholders for 12 consecutive months forces share registration and CMF supervision (Ley Nº 18.046 art. 2).
Assuming the Ley Fintec registry changes to art. 5, 6 and 23 to 31 of the Securities Market Law already apply. They take effect only when the related CMF rules enter into force; check Ley Chile for the deferred version.
Underestimating the timeline. The 30 day CMF period stops each time the CMF asks for more information.
Planning a quick exit from the registry. Deregistration needs two thirds of the voting shares and gives dissenters a withdrawal right at market value (Ley Nº 18.046 art. 2 and 69).
Quoting foreign securities in pesos without Central Bank authorisation (Ley Nº 18.045 art. 184).

Sources

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