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Acquiring a Chilean company: merger control thresholds and timeline, takeover bid rules for listed companies, disclosure duties and the indirect transfer tax

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

Buying a Chilean business needs no foreign investment approval, but deals where the parties' Chilean sales reach UF 2,500,000 combined and UF 450,000 each for at least two of them must be notified to the Fiscalía Nacional Económica and cannot close until cleared, with a 30 day first phase and up to 90 more days in depth. Taking control of a listed company requires public notice at least 10 business days before closing and, as a rule, a tender offer to all shareholders, and crossing two thirds of the votes triggers a mandatory bid for the rest within 30 days. Selling foreign holding companies that own Chilean assets can be taxed in Chile under the indirect transfer rule, while gains on qualifying listed shares stop being taxed from 1 January 2027.

USD figures use the dólar observado of CLP 972.60 per US dollar for 1 October 2026, the latest value shown in the SII dólar observado table on the verification date. UTM amounts use the October 2026 UTM of CLP 72,151 and UTA of CLP 865,812, and UF amounts the UF of CLP 41,221.08 for 26 October 2026, all published by the SII. Conversions are for orientation only.

Key facts

Merger notification threshold, combined Chilean sales	2500000 UFFNE Res. Ex. Nº 157 of 2019; DL 211 art. 48, as of 2026-10-26 · in force
Merger notification threshold, each of at least two parties	450000 UFFNE Res. Ex. Nº 157 of 2019; DL 211 art. 48, as of 2026-10-26 · in force
Is merger notification mandatory and suspensory?	Yes, above thresholds textDL 211 art. 48 and 49, as of 2026-10-26 · in force
Phase 1 review period	30 daysDL 211 art. 54, as of 2026-10-26 · in force
Maximum phase 2 extension	90 daysDL 211 art. 54, as of 2026-10-26 · in force
Fine for failure to notify, per day of delay	20 UTADL 211 art. 26 letter e, as of 2026-10-26 · in force
Stake in a competitor that must be reported within 60 days	10 %DL 211 art. 4 bis, as of 2026-10-26 · in force
Holding that triggers a mandatory bid for the rest	66.67 %Ley Nº 18.045 art. 199 bis, as of 2026-10-26 · in force
Public notice before taking control of a listed company	10 business daysLey Nº 18.045 art. 54, as of 2026-10-26 · in force
Tender offer period	20 to 30 daysLey Nº 18.045 art. 205, as of 2026-10-26 · in force
Chilean underlying asset value that triggers indirect transfer tax	210000 UTADL 824 art. 10, as of 2026-10-26 · in force

The rule

1. A concentration is any act by which two or more economic agents that are not in the same business group and were independent stop being independent in any area of their activities, by merging, acquiring rights that give decisive influence over the management of another, forming a permanent independent joint venture, or acquiring control over another's assets on any basis.Decreto Ley Nº 211 of 1973 (competition law), consolidated by DFL Nº 1 of 2004, Ministerio de Economía, Art. 47, 2005-03-07 official text · verified 2026-10-26

2. Concentrations with effects in Chile must be notified to the FNE before closing when, in the year before notification, the parties' combined Chilean sales reach the threshold set by the National Economic Prosecutor and, separately, at least two of the parties each had Chilean sales at or above the individual threshold. FNE Resolution Nº 157 of 25 March 2019, in force since 9 August 2019, sets the combined threshold at UF 2,500,000 and the individual threshold at UF 450,000. Sales are converted to UF at its value on 31 December of the year before notification, and foreign currency sales at the Central Bank's average annual exchange rate for that year. The parties notify jointly.
Cost to do it: No FNE filing fee is set in DL 211. Thresholds: UF 2,500,000 (CLP 103,052,700,000, about US$105,955,891) combined and UF 450,000 (CLP 18,549,486,000, about US$19,072,060) each for two parties.Decreto Ley Nº 211 of 1973 (competition law), consolidated by DFL Nº 1 of 2004, Ministerio de Economía; FNE Resolución Exenta Nº 157 of 2019 and FNE threshold interpretation guide (2019), DL 211 art. 48; guide paragraphs 4, 43 and 44, 2019-03-25 official text · verified 2026-10-26

3. A notified concentration cannot be closed and is suspended from notification until the decision ending the procedure is final. The FNE has 10 days to decide whether the filing is complete; if it says nothing, the investigation starts automatically the next day. An incomplete filing must be fixed within 10 days or is treated as not filed. Within 30 days of the start of the investigation the FNE must clear the deal, clear it subject to remedies offered by the parties, or extend the investigation by up to 90 days; silence means clearance on the terms offered. At the end of the extension it must clear, clear with remedies or prohibit, again with silence meaning clearance. Against a prohibition, the notifying parties may file a special review appeal with the Competition Tribunal within 10 days.
Example: Filing on day 0, complete by day 10, phase 1 decision by about day 40, phase 2 ending up to 90 days later. / Plan at least six weeks between filing and closing for a simple deal, and more than four months if phase 2 opens.Decreto Ley Nº 211 of 1973 (competition law), consolidated by DFL Nº 1 of 2004, Ministerio de Economía, Art. 49, art. 50, art. 54 and art. 57, 2005-03-07 official text · verified 2026-10-26

4. The Competition Tribunal may apply measures to those who fail to notify, close a suspended deal, breach remedies, close a prohibited deal or file false information. For failure to notify it may fine up to 20 UTA per day of delay from closing. General fines for competition infringements reach 30 percent of the infringer's sales in the affected line during the infringement or twice the economic benefit, or up to 60,000 UTA where neither can be determined, and the Tribunal may order the modification or dissolution of companies involved.
Cost to do it: Gun jumping fine: up to 20 UTA a day, CLP 17,316,240 (about US$17,804) a day at the October 2026 UTA. Fallback ceiling: 60,000 UTA, CLP 51,948,720,000 (about US$53,412,215).Decreto Ley Nº 211 of 1973 (competition law), consolidated by DFL Nº 1 of 2004, Ministerio de Economía, Art. 3 bis and art. 26, 2005-03-07 official text · verified 2026-10-26

5. Acquiring, directly or indirectly, more than 10 percent of the capital of a competitor must be reported to the FNE within 60 days of closing when the acquirer (or its group) and the target each had annual sales above UF 100,000 in the last calendar year, even if the deal is below the merger thresholds.
Example: UF 100,000 is CLP 4,122,108,000. / About US$4,238,236 of annual sales for each party.Decreto Ley Nº 211 of 1973 (competition law), consolidated by DFL Nº 1 of 2004, Ministerio de Economía, Art. 4 bis, 2005-03-07 official text · verified 2026-10-26

6. Anyone who intends to take control of an open stock corporation (sociedad anónima abierta), by any method including private deals or subscriptions, must first inform the public by written notice to the target, its controlling and controlled companies, the CMF and the exchanges, and by a prominent notice in two national newspapers and on its website, at least 10 business days before closing and as soon as negotiations are formalised or confidential information is delivered. The notice states at least the price and essential terms. Breach does not void the deal but gives shareholders and third parties a damages claim.Ley Nº 18.045, Securities Market Law, Art. 54, 1981-10-22 official text · verified 2026-10-26

7. A tender offer (OPA) is required for acquisitions that give control of an open stock corporation, for the offer due when a controller reaches two thirds of the voting shares, and before taking control of a company that controls another open company representing 75 percent or more of its consolidated assets. Exceptions include shares from a capital increase with first issue shares, purchases from the controller of shares with stock market presence paid in cash at a price not substantially above market, mergers, inheritance and forced sales.Ley Nº 18.045, Securities Market Law, Art. 199, 1981-10-22 official text · verified 2026-10-26

8. Whoever reaches or exceeds two thirds of the voting shares of an open stock corporation must offer for the remaining shares within 30 days, at a price not lower than the withdrawal right price; if it does not, the other shareholders acquire a withdrawal right. A new controller cannot buy 3 percent or more of the shares in the 12 months after taking control without an offer at no less than the control price, except on exchange and pro rata. If, from 30 days before the offer to 90 days after the result notice, the offeror buys the same shares on better terms, earlier sellers can claim the difference.Ley Nº 18.045, Securities Market Law, Art. 199 bis, art. 200 and art. 201, 1981-10-22 official text · verified 2026-10-26

9. The offer period is set by the offeror at 20 to 30 days (30 where depositary entities are registered), extendable once by 5 to 15 days, and runs from market opening on the first day to close on the last. Competing offers count only if announced at least 10 days before the initial offer expires. The offeror must publish the result on the third day after expiry and declare it no later than 15 days after expiry, failing which it is in serious breach.Ley Nº 18.045, Securities Market Law, Art. 205, art. 206 and art. 212, 1981-10-22 official text · verified 2026-10-26

10. Holders of 10 percent or more of the subscribed capital of an open stock corporation, and its directors and senior executives, must report every purchase or sale of its shares, and of derivatives linked to them, to the CMF and the exchanges no later than the day after the trade; major shareholders must also say whether they intend to acquire control or hold a financial investment.Ley Nº 18.045, Securities Market Law, Art. 12, 2021-04-13 official text · verified 2026-10-26

11. A controller is a person or group with a joint action agreement that participates in the company and can secure a majority of votes at meetings and elect most directors, or decisively influence management. A person or group controlling at least 25 percent of the voting capital is deemed to decisively influence management, unless another holds an equal or larger stake, or it holds no more than 40 percent and less than the combined stakes of other holders above 5 percent, or the CMF decides otherwise given the dispersion of ownership.Ley Nº 18.045, Securities Market Law, Art. 97 and art. 99, 1981-10-22 official text · verified 2026-10-26

12. A non resident seller of shares or rights in a foreign company or entity is taxed in Chile on the gain (under art. 58 Nº 3) when, at the sale date or in the previous 12 months, at least 20 percent of the market value of its holding comes from Chilean underlying assets (shares or rights in Chilean entities, a Chilean permanent establishment, or Chilean property held by non residents), or when those Chilean assets are worth 210,000 UTA or more; in both cases the sale must cover at least 10 percent of the foreign entity, counting sales by group members over 12 months. For entities organised in preferential tax regimes under art. 41 H, any percentage of value from Chilean assets triggers the rule, unless the seller, its Chilean representative or the buyer proves the conditions the law sets, starting with the absence of Chilean resident holders.
Example: 210,000 UTA is CLP 181,820,520,000 at the October 2026 UTA. / About US$186,942,751.Decreto Ley Nº 824 (income tax law), Art. 10, third paragraph, letters a), b) and c), 1974-12-31 official text · verified 2026-10-26

13. From 1 January 2027, gains on the sale of qualifying listed shares under art. 107 of the income tax law will not be income, instead of being taxed by the current 10 percent single tax.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 (Diario Oficial 17 October 2026) replaced the 10 percent single tax with non taxable treatment from 1 January 2027.

Deal	Merger control	Securities law	Other
Buy a private SpA or Ltda. below thresholds	None	None	Corporate formalities only
Any deal above UF 2,500,000 combined and UF 450,000 for two parties	Mandatory, suspensory FNE filing	Not applicable unless target is listed	Sector approvals if any
Over 10 percent of a competitor, both above UF 100,000 sales	Report within 60 days after closing	Not applicable	Not applicable
Take control of a listed company	If thresholds met	Notice 10 business days before; tender offer unless exempt	Sector approvals if any
Reach two thirds of a listed company	If thresholds met	Mandatory offer for the rest within 30 days	Not applicable
Sell a foreign holding with Chilean assets	If thresholds met	Not applicable	Indirect transfer tax test (DL 824 art. 10)

Approvals and notices by deal type.

Worked example

A US industrial group with Chilean sales of UF 600,000 agrees to buy a Chilean distributor with sales of UF 2,000,000 for US$200,000,000 (CLP 194,520,000,000). Combined sales of UF 2,600,000 exceed UF 2,500,000 and both parties exceed UF 450,000, so the parties notify jointly and cannot close until cleared (DL 211 art. 48 and 49).
The FNE finds the filing complete on day 8 and clears it on day 30 of the investigation (art. 50 and 54). Had the parties closed first, the Tribunal could fine up to 20 UTA a day, about CLP 17,316,240 (US$17,804) for every day from closing (art. 26).
If the target were listed, the buyer would also publish its intention to take control at least 10 business days before closing and, unless an exemption applies, launch a 20 to 30 day tender offer to all shareholders (Ley Nº 18.045 art. 54, 199 and 205).

Step by step

1. Compute each party's and group's Chilean sales for the previous year, net of taxes and intra group sales, convert to UF at 31 December, and test the two thresholds.
2. If notifiable, prepare the joint FNE filing early and put a closing condition in the SPA; do not integrate or close before clearance.
3. If buying more than 10 percent of a competitor below the thresholds, check the UF 100,000 test and calendar the 60 day report.
4. For listed targets, map the control definition, decide the tender offer route or exemption, and publish the art. 54 notice at least 10 business days before closing.
5. Check sector rules (media, telecom, concessions) and land rules for neighbouring country buyers.
6. Model Chilean tax on the seller side, including indirect transfers of offshore holdings and the 2027 change for listed shares.

Common traps

Gun jumping. Closing, or exercising control, before clearance breaches the suspension and risks daily fines (DL 211 art. 3 bis, 26 and 49).
Testing thresholds on global sales. Only Chilean sales count, but group sales of the acquirer are included (art. 48).
Creeping control after a takeover. Buying 3 percent or more within 12 months without an offer at the control price breaches art. 200 of the Securities Market Law.
Side deals at a better price. Purchases on better terms from 30 days before to 90 days after the offer give earlier sellers a claim to the difference (art. 201).
Offshore sales of Chilean groups. Selling a foreign holding with substantial Chilean assets can be taxable in Chile even when no Chilean share changes hands (DL 824 art. 10).

Sources

← Regional investment incentives in Chile: the Arica and Austral tax credits on fixed assets and the extreme zones hiring bonus, open until 2035Project permits in Chile: environmental assessment (DIA and EIA) timelines, the Ley Nº 21.850 reforms to appeals and injunctions, and the new sectoral permits framework law →