CHILE Law and Practice Contributed by: Franco Acchiardo, Francisca Castro, Hugo Prieto and Manuel Diumenjo, Clyde & Co Chile
tors’ duties, shareholder rights, and governance standards. SpAs have largely replaced limited liability com - panies for new businesses, due to their flexibility and investor-friendly design. Partnerships In partnerships, the emphasis is on personal identity and trust among partners (the affectio societatis ). Capital contributions matter less than the personal bond between partners. These entities typically involve limited transferability of interest, meaning new partners can only be admitted with unanimous consent, and liability is often limited to capital contributions, although rules can vary. Additionally, they exhibit a strong dependence on the ongoing participation of the founding partners. The most common form is the Limited Liabil - ity Company. Traditionally favoured before the rise of SpAs, Ltdas require unanimous partner consent for changes and may dissolve upon a partner’s exit, unless otherwise agreed in the by- laws. 1.2 Sources of Corporate Governance Requirements Corporate governance in Chile is structured by a mix of statutory laws, administrative regulations, and voluntary frameworks. The main sources of legal requirements for capital companies include: • Law No. 18,046 (Corporations Law or LSA), which regulates the structure, management, and shareholders’ rights in corporations. • Law No. 18,045 (Securities Market Law or LMV), which sets standards for listed compa - nies and securities markets, including disclo - sure and transparency obligations.
• Decree Law No. 211 of 1973 (Free Competi - tion Law or LPLC), overseen by the National Economic Prosecutor’s Office (FNE): this law promotes market transparency and prevents anti-competitive conduct. • Law No. 19,913, which establishes the Finan - cial Analysis Unit ( Unidad de Análisis Finan- ciero , or UAF) and introduces anti-money laundering and counter-terrorism financing controls. • Law No. 21,000, which creates the Financial Market Commission ( Comisión para el Mer- cado Financiero , or CMF), supervising market conduct and compliance. • Administrative regulations issued by the CMF and UAF, which include detailed rules on corporate governance, reporting, and compli - ance systems. Sector-specific regulations apply to industries such as banking, insurance and pensions, which must meet heightened corporate governance standards under their own legal regimes. Additionally, Law No. 20,393 introduces corpo - rate criminal liability and mandates companies to adopt compliance programs, including crime prevention models and environmental risk con - trols. Beyond statutory requirements, companies may adopt non-governmental standards, such as ESG guidelines, stock exchange listing rules, or self-regulatory codes. These frameworks aim to enhance transparency, ethical conduct and sustainability in corporate governance. 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares Listed companies with publicly traded shares are subject to heightened regulatory standards
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