How to Incorporate a Company in Chile: A Step-by-Step Guide
- Mar 26
- 6 min read
Incorporating a company in Chile is more straightforward than many people think. Under current regulations, it is possible to set up a company in just a few days and at low cost. However, the decisions made at the outset — the type of entity, the bylaws, the tax regime — have long-term consequences that are worth understanding before proceeding. This guide covers everything you need to know to incorporate a company in Chile correctly.
1. Which type of company should you choose?
Choosing the right type of entity is the first key legal decision. The most commonly used forms in Chile are:
Sociedad por Acciones (SpA) The most flexible and widely used structure among entrepreneurs and investors. It can have a single shareholder, does not require a board of directors, and its bylaws are highly customizable. Ideal for startups, family businesses, and national or international investment projects.
Sociedad de Responsabilidad Limitada (SRL) A classic in the Chilean business world. Requires at least two partners, and their interests are referred to as social rights. Well suited for less complex businesses with clearly defined partners.
Sociedad Anónima (SA) Required for certain regulated sectors such as banking, insurance, and securities exchanges. Requires at least two shareholders and a mandatory board of directors. Open corporations must register with the Financial Market Commission (CMF).
Empresa Individual de Responsabilidad Limitada (EIRL) Allows a single individual to set up a company with assets separate from their personal estate. Useful for independent professionals, though the single-shareholder SpA has become a more flexible alternative.
2. Two ways to incorporate
There are two main paths in Chile:
Portal Empresas en Un Día (empresasenundia.cl): allows companies to be incorporated online, free of charge (except for notary fees), using simplified predefined bylaws. Fast and low-cost, but with limited flexibility.
Public deed before a notary: offers greater customization of the bylaws. Recommended when there are multiple shareholders with different rights, complex management arrangements, foreign investors, or plans to scale the business.
The choice between these two paths is not trivial. Poorly drafted bylaws can lead to costly corporate disputes in the future, particularly around management, profit distribution, and exit mechanisms for partners.
3. Registration, publication, and obtaining the company's tax ID
Once the company has been incorporated by public deed, the following steps must be completed:
Registration in the Commercial Registry of the relevant Real Estate Registrar and publication of an extract in the Official Gazette, within 60 days from the date of the incorporation deed, applicable to SpA, SA, and SRL. Failure to comply may result in the absolute nullity of the company.
Obtaining the company's RUT (tax identification number) from the Internal Revenue Service (SII), an essential requirement for operating, issuing tax documents, and opening bank accounts.
4. Starting activities and choosing a tax regime
The declaration of commencement of activities with the SII determines the tax regime under which the company will operate. There are currently two main regimes in Chile:
General Regime (14 A): for larger companies, with a corporate income tax rate of 27%.
ProPyme Regime (14 D): for small and medium-sized enterprises that meet certain income requirements. The nominal corporate income tax rate is 25%; however, Law No. 21,755 established a transitional reduction to 12.5% for tax years 2025, 2026, and 2027, subject to compliance with pension contribution obligations. For 2028, the transitional rate would be 15%. Given the variability of these rates, specific tax advice is recommended to determine the applicable rate in each case.
The choice of tax regime has a direct impact on the company's tax burden and should be carefully analyzed from the outset.
5. Sector-specific permits and licenses
Depending on the industry, additional authorizations may be required before commencing operations:
Municipal business license from the relevant municipality.
Health authorization from the Ministry of Health (MINSAL) for food, healthcare, or related activities.
Environmental Impact Assessment (RCA) for projects with environmental impact.
Sector-specific authorizations (aquaculture, energy, transportation, among others).
6. The shareholders' agreement: an essential tool
A common mistake is incorporating a company without a shareholders' agreement. This instrument, which complements the bylaws, governs critical aspects of the relationship between partners that the bylaws do not always address:
Preferential rights in the sale of shares or interests.
Drag-along and tag-along clauses.
Dispute resolution mechanisms between shareholders.
Restrictions on the admission of new shareholders.
Conditions for exit or dissolution of the company.
In structures with multiple partners or investors, a well-drafted shareholders' agreement can prevent highly complex disputes in the future.
7. Special considerations for foreign investors
Foreign investors incorporating companies in Chile are governed by the same legal framework as nationals, under Law 20,848, which enshrines the principle of non-arbitrary discrimination. However, there are additional aspects to consider:
Obtaining a Chilean RUT for the foreign investor, a prerequisite to incorporation.
The possibility of acting through a representative with a duly apostilled or legalized power of attorney.
Registration of foreign-sourced capital with the SII for the purposes of future profit remittances.
Analysis of any double taxation treaty between Chile and the investor's country of residence.
Law 20,848 also created the Foreign Investment Promotion Agency (InvestChile), which acts as an institutional point of contact for foreign investors and can provide guidance on the regulatory frameworks applicable to each sector.
For further details, you may also wish to read our article Buying Property in Chile as a Foreigner or visit our corporate and foreign investment pages.
Summary: key points to cover
Before incorporating your company in Chile, make sure you have addressed the following:
Choose the right type of entity for your structure and objectives.
Decide between the online portal or a notarial deed based on the complexity of your project.
Register and publish within 60 days of the incorporation deed to avoid absolute nullity.
Choose the correct tax regime from the moment you declare commencement of activities.
Enter into a shareholders' agreement if there are multiple partners or investors.
Frequently asked questions about incorporating a company in Chile
How much does it cost to incorporate a company in Chile? Through the Empresas en Un Día portal, incorporation is free of charge (except for notary fees). For incorporation by public deed, costs vary depending on the notary and the complexity of the bylaws, plus the Real Estate Registrar's fees and the Official Gazette publication.
How long does it take to incorporate a company in Chile? Through the online portal, the process can be completed in 1 to 3 business days. By public deed, the usual timeframe is 5 to 30 business days, depending on the notary and the Real Estate Registrar.
Can a foreigner incorporate a company in Chile? Yes. Chilean law allows foreign individuals and legal entities to incorporate companies in Chile under the same conditions as nationals, pursuant to Law 20,848. A Chilean RUT is required, and in some cases it may be necessary to act through a representative.
Is it mandatory to have a lawyer to incorporate a company in Chile? It is not legally required, but it is highly advisable in cases involving multiple shareholders, foreign investors, complex structures, or regulated industries. A poorly structured incorporation can lead to costly problems in the future.
What is the difference between a SpA and an SRL? A SpA can have a single shareholder, offers greater flexibility in its bylaws, and its shares are freely transferable. An SRL requires at least two partners, and the transfer of social rights requires the consent of the other partners, unless otherwise agreed.
What is a shareholders' agreement and is it mandatory? A shareholders' agreement is a private contract between the partners that complements the bylaws and governs matters such as the transfer of shares, management, and exit mechanisms. It is not mandatory, but it is highly recommended in companies with multiple partners or investors.
At Varela Abogados, we advise entrepreneurs, companies, and national and international investors on the structuring and incorporation of companies in Chile. If you are considering starting a business or need to review your current corporate structure, contact us for a consultation.
The information contained in this article is for general informational purposes only. It does not constitute legal advice and does not replace consultation with a lawyer regarding your specific situation. For guidance tailored to your particular case, we invite you to contact our team directly.