In Chile we have 3 types of legal entities that come into consideration for a foreign company or a foreign individual when they want to incorporate a company in Chile and these are a private limited liability company (sociedad de responsabilidad limitada), a company by shares (sociedad por acciones) and a corporation (sociedad anónima). In all of them, shareholders are not personally liable for the company’s debts.
Private limited liability companies (sociedad de responsabilidad limitada) are formed by at least 2 shareholders and they have one or more managers, who are appointed at the signing of the public deed forming the company. Changes in the articles of incorporation and bylaws can only be reached by unanimous agreement of the shareholders.
Corporations’ (sociedad anónima) capital is divided by shares and there have to be at least 2 shareholders. It has a Board of Directors, a General Manager and the General Shareholders’ Meetings. Resolutions are passed by majorities.
Companies’ by shares (sociedad por acciones) capital is divided by shares. It only needs one shareholder. Resolutions are passed by majorities and there is no need to have a Board of Directors, just a General Manager, and the General Shareholders’ Meetings.
In order to form the company, the foreign company has to give someone a power of attorney, first to apply for an identification tax number (RUT) for the foreign company and then sign the public deed forming the company.
The identification tax number is for the purposes of collecting the taxes due when the profits are sent abroad to the foreign partner of the company. The power has to be duly notarized by a Public Notary and legalized at the Chilean Consulate abroad.
After the public deed forming the company is signed, the Articles of Incorporation of the company are submitted to the Commerce Register and published in the Official Gazette. And then the company can obtain its identification tax number at the Chilean IRS. After this point, the company is fully functional.
The process starting from the date signing the public deed until the identification tax number is obtained should take about 10 days.