Incorporating a Company in Chile

Incorporating a local company is an important step for companies who are serious about servicing the Chilean market. The issue is that many foreign companies do not know the intricacies of the process in Chile or the documentation that is required from the foreign shareholder. Delays with opening the local entity can create issues with on-boarding new staff, entering into commercial contracts, or opening the bank account. 

Why is having a local company important?

• Having employees or working in-country more than 183 days in one years means that a foreign companies is liable for taxes in Chile. This means that full accounting records and a local tax number are needed. 
• Having a local company allows you to take advantage of the many double taxation agreements that Chile has in place allowing companies to be more tax efficient when repatriating funds. 

What are the biggest concerns for companies about opening a local entity?

Most companies contemplating a local entity in Chile are concerned about on-going costs of the local entity and how to manage it from afar. 

To help our clients, Ax Legal enters into a fixed fee arrangement which covers everything that is needed to operate.  We help our clients incorporate the company, set up the bank account, use our office as the legal and commercial address, help on-board new staff, and provide accounting, administrative, and back office support where needed. 

The idea is to make it as easy and cost effective as possible for companies to have a local presence. This can be achieved when you don’t need back office staff, a physical office, and you have a trusted team supporting your day-to-day needs.

Incorporation Process – From Start to Finish

There are plenty of online resources that outline the incorporation process in Chile but they often do not outline the practical steps and timelines that most companies will face once they actually get into it. Ax Legal has put together a comprehensive outline fo the process, steps, and the timing involved:

Step 1 – Documents Needed from Foreign Shareholder

Foreign companies incorporating a company in Chile will first need to obtain a tax number as a foreign investor.  To obtain the tax number, we need to file the list of documents mentioned below:

• Power of attorney (POA) signed by a Director, Principal, Proxy or legal representative of the company (foreign investor). This document needs to be signed before a public notary and apostilled/legalized (whichever is applicable in your country)
• Certificate of good standing, validity or certificate that indicates that the company is valid and currently existing from their home country. This document also needs to indicate who the shareholders of the company are.
• Certificate of tax residency, granted by the tax office, duly apostilled. (Certificate cannot be older than 3 months)
• The company’s incorporation deed or bylaws. This document needs to be certified by a public notary and then apostilled.

Step 2 – Obtain the Tax Number for the Foreign Shareholder 

1. Take documents from shareholder (that our listed above) and translate documents into Spanish (1- 2 days);
2. Take documents and respective translation to a public notary who will legalize the documents (2-3 days); and
3. Complete the tax office forms and take all legalized documents to the tax office to obtain the tax number of the foreign company. (1 day)
4. Total Time – 6 days 

Step 3 – Setting the Legal Entity 

Once the foreign company tax number has a tax number, we then move onto the bylaws and proceed with the different legal formalities. 

1. Incorporation deed drafted and completed (1 day).
2. Send deed to public notary so that the company is created via a public deed. (1-2 days).
3. Proceed with drafting the company extract (1 day).
4. Take extract to Commercial Registry for registration (2-5 days).
5. Once it has been registered, proceed with the publication of the extract (1 day).
6. Take all the above documents back to notary so that they are compiled and protocolized. (1-2 days).
7. Total Time – 7 to 12 days

Stage 4 – Tax Number for the New Entity

The last step is to obtain the tax number for the newly created Chilean entity. We would need to know if the company needs to initiate activities immediately or delay the initiation of its activities. This will have an impact on accountancy and business license matters in the post incorporation stage.

1. Complete tax office form and file documents before the tax office to obtain the new tax number of the company.
2. Total Time – 1 -3 days.

Practical Advice:

Initiating activities with the tax office means you will be actively trading, and you are required to file your monthly tax declarations. This is a cost as companies will need an accountant. On the other hand, some companies will choose to hold at this stage until they advance with their opportunities or they are ready to hire employees. If the company chooses to hold at this stage, then there are no on-going costs until the company decides to initiate activities.

Ax Legal and Business Consultancy is located in Chile with partners throughout the Latin American Region. Our team of legal and commercial advisors have a distinguished track record of helping foreign technology and services companies with their growth and operations in Latin America. 

To better understand how we can support you in the Region, please contact Cody Mcfarlane at cmm@ax.legal