CHILE Law and Practice Contributed by: Alvaro Moraga Fritz and Sebastián Moraga Nazar, Moraga & Cía.
• executive and managerial conduct; and • shares and credits. The LGB also regulates the subsidiaries of banks and support companies for banking activities. To establish these entities, banks must obtain authorisation from the CMF and must comply with the requirements outlined in the RAN. Bank subsidiaries must be incorporated as either: • publicly traded companies ( sociedad anónima abierta ); • closed stock corporation ( sociedad anónima cerrada ); or • limited liability companies. They are only authorised to engage in activities such as: • securities brokerage; • share brokerage; • real estate leasing; • general fund management; • securitisation; • insurance brokerage; and • similar services. All this is subject to compliance with applicable regulations. Furthermore, and always within the legal frame - work or under CMF regulation, these subsidiar - ies may also engage in: • leasing; • factoring; • financial advisory services; • securities custody and transportation; • credit collection; • payment card operations; and
• other financial services that complement banking activities. To establish a subsidiary or engage in the afore - mentioned activities, banks must: • meet capital requirements; • be free from negative management and sol - vency classifications; and • submit an economic and financial feasibility study. The authorisation request is submitted to the CMF, which has 90 days to review it (extend - able to 120 days if additional documentation is needed). For consolidation purposes with their subsidiaries, the CMF may request the subsidi - aries’ financial statements and may review all their operations to assess their solvency. Article 74 of the LGB permits banks to be share - holders in or to participate in support compa - nies whose sole purpose is to provide services that support banking operations, excluding the collection of money. These companies must be incorporated as stock corporations or limited lia - bility companies, and their incorporation, modifi - cation of by-laws, and inclusion of new partners or shareholders requires CMF authorisation. 3. Changes in Control 3.1 Requirements for Acquiring or Increasing Control Over a Bank In Chile, the acquisition or increase in control of a bank is regulated by various legal provisions and requires prior authorisation from the CMF and, in certain cases, from the Central Bank of Chile. This is subject to the competition laws govern - ing concentration transactions, as set forth in Decree-Law 211, which regulates antitrust law.
95
CHAMBERS.COM
Powered by FlippingBook