CHILE Law and Practice Contributed by: Franco Acchiardo, Francisca Castro, Hugo Prieto and Manuel Diumenjo, Clyde & Co Chile
• internal control and risk management sys - tems; • compliance and ethics programmes; • sustainability and ESG practices, pursuant to CMF Rule No. 461. By-laws and Corporate Policies Companies must also make publicly available - typically via their corporate websites - key gov - ernance documents such as: • company by-laws ( estatutos sociales ); • codes of ethics and conduct; • corporate governance manuals or frame - works. Sector-specific Governance Requirements Companies in regulated sectors such as bank - ing, insurance, and pension fund administration are subject to stricter governance and disclo - sure standards, including periodic filings on risk oversight, capital requirements, and regulatory compliance. Ongoing Compliance and Monitoring The CMF frequently updates its governance and disclosure regulations. As such, companies must continuously monitor regulatory changes to maintain compliance and avoid administrative sanctions. While closely held corporations ( sociedades anónimas cerradas ) are not required to make these disclosures publicly, they may still vol - untarily adopt governance frameworks aligned with best practices, especially when dealing with institutional investors or preparing for public list - ing. 6.3 Companies Registry Filings In Chile, the incorporation and registration of companies involve multiple steps before differ -
ent bodies, primarily the Commerce Registry ( Registro de Comercio ) of the company’s domi - cile and, in some cases, the Internal Revenue Service ( Servicio de Impuestos Internos , or SII) and the CMF for regulated or publicly traded entities. Registration and Publication Requirements The company must be formed by public deed ( escritura pública ) or, in certain cases, through the online platform Registro de Empresas y Sociedades (RES) administered by the Ministry of Economy. An abstract ( abstracto ) of the public deed must be: • registered in the Commerce Registry ( Regis- tro de Comercio ) corresponding to the com - pany’s domicile; and • published in the Official Gazette ( Diario Ofi - cial ) within 60 days of the company’s incorpo - ration. Supervisory Role of the Commerce Registry The Commerce Registry reviews the abstract for formal errors before registration. If the required filings are not registered or pub - lished timely, the incorporation or corporate modification has no legal effect and is consid - ered null and void under Chilean law. Public Availability of Records Once registered, the abstract becomes part of the public Commerce Registry. Anyone may request copies or certificates from the Registry for a fee. Likewise, the original public deed is held by the notary public who authorised it, and archived
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