Chile Business Registration Guide 2026

Overview — Choosing a Business Structure

Chile has a modern and business-friendly corporate law framework. The most common structures are: SpA (Sociedad por Acciones), EIRL (Empresa Individual de Responsabilidad Limitada), Ltda (Sociedad de Responsabilidad Limitada), and SA (Sociedad Anónima). The choice depends on liability preferences, tax planning, number of shareholders, and the nature of the business. Chile ranks among the easiest countries in Latin America for starting a business, with online registration available through the SII's "Registro de Empresas" portal and the "Tu Empresa en un Día" (Your Company in One Day) program. All companies must register with the SII for tax purposes, issue electronic invoices (factura electrónica), and comply with monthly and annual tax filings.

SpA (Sociedad por Acciones) — Most Common Structure

The SpA was introduced in 2007 (Law 20.190) as Chile's most flexible corporate form, modeled on the French SAS and the US LLC. It has become the most popular structure for startups, SMEs, and foreign investors:

• Minimum capital: No minimum capital requirement. Capital is represented by shares (acciones), which can be of different classes with different rights
• Shareholders: Minimum 1 shareholder (can be a single-person company). Maximum is unlimited. Shareholders can be individuals or legal entities, Chilean or foreign
• Management: One or more managers (gerentes) or a board of directors. The manager can be a shareholder or a third party. No requirement for local residency (but at least one manager should have a Chilean RUT for tax compliance)
• Incorporation process: Private deed (escritura privada) or public deed (escritura pública). The deed is registered with the SII through the "Registro de Empresas" online portal. No publication in the Official Gazette required (simplifying the process). Processing time: 1-3 days under the "Tu Empresa en un Día" program
• Liability: Shareholders' liability is limited to their capital contributions. However, managers may have personal liability for labor and social security obligations
• Flexibility: The SpA can issue different classes of shares (with different voting rights, dividend preferences, etc.), making it ideal for venture capital investment, employee stock option plans, and complex ownership structures

EIRL (Empresa Individual de Responsabilidad Limitada)

The EIRL is a single-owner limited liability company, suitable for individuals who want to operate a business with limited liability:

• Owner: Only one natural person (individual), no legal entities allowed. The owner is the sole proprietor
• Minimum capital: No minimum capital, but capital must be stated in the deed. Capital can be in cash or in-kind
• Liability: The owner's liability is limited to the capital contributed (separate from personal assets), similar to a single-member LLC
• Management: The owner manages the EIRL directly or appoints a manager. The owner is the sole decision-maker
• Incorporation process: Public deed (escritura pública), registered with the SII. Processing time: 2-5 days
• Tax treatment: The EIRL is treated as a separate legal entity for tax purposes. It is subject to the same corporate tax rules as SpA and Ltda (25% First Category Tax). The owner's withdrawals are subject to Global Complementario (IIT)

Ltda (Sociedad de Responsabilidad Limitada)

The Ltda (limited liability company) is a traditional structure suitable for small to medium businesses with multiple owners:

• Members: Minimum 2, maximum 50 members (socios). Members can be individuals or legal entities
• Capital: Divided into cuotas (quotas), not shares. Minimum capital: no statutory minimum, but capital must be adequate for the business purpose
• Transfer of quotas: Requires consent of the majority of members (usually 75%), unless the bylaws provide otherwise. Quotas are not freely transferable (unlike SpA shares)
• Management: One or more managers (gerentes). Managers may be members or third parties. No board of directors required
• Incorporation process: Public deed (escritura pública), extract published in the Official Gazette (Diario Oficial), registration in the Register of Commerce (Registro de Comercio). Processing time: 5-15 days
• Liability: Members' liability is limited to their capital contributions, except for labor and social security obligations

SA (Sociedad Anónima) — Corporation

The SA (corporation) is the most formal structure, suitable for large businesses, public companies, and those seeking to issue shares to the public:

• Types: SA Abierta (public, listed) and SA Cerrada (private, closed). Public SAs are regulated by the Comisión para el Mercado Financiero (CMF)
• Minimum capital: CLP 10,000,000 (~USD 11,000) for private SAs, CLP 400,000,000 (~USD 440,000) for public SAs. Capital is divided into shares (acciones)
• Shareholders: Minimum 2 shareholders (no maximum). For public SAs, minimum 500 shareholders (or meeting CMF requirements)
• Management: Board of Directors (minimum 3 directors for public SAs, at least 1 for private SAs). Directors are elected by shareholders. A general manager (gerente general) handles day-to-day operations
• Incorporation process: Public deed, extract published in the Official Gazette, registration in the Register of Commerce, and for public SAs, CMF authorization. Processing time: 15-45 days
• Audit requirements: Public SAs require external audit by a registered auditor. Private SAs may require audit depending on size

RUT Registration & SII Registration

Every business must obtain a RUT (Rol Único Tributario) from the SII. The process:

• Company RUT: Obtained automatically upon incorporation through the "Registro de Empresas" portal. The SII assigns a unique RUT to the company
• Inicio de Actividades: The company must file an "Inicio de Actividades" (start of activities) declaration with the SII within 2 months of incorporation (or before starting operations). This declares the business activities, estimated revenue, and tax regime
• Tax domicile: A Chilean tax domicile (physical address in Chile) is required. A virtual office may be acceptable for some smaller businesses
• Legal representative: The company must appoint a legal representative with a Chilean RUT (can be a foreign national with a RUT). The legal representative is responsible for tax compliance

IVA (VAT) Registration

Most businesses must register for IVA (Impuesto al Valor Agregado):

• Mandatory registration: Businesses with annual revenue exceeding 800 UF (approximately CLP 28,000,000 in 2026) or those providing services subject to IVA must register. Registration is done through the SII portal during the "Inicio de Actividades" process
• Standard rate: 19% on most goods and services (IVA rate has been 19% since 2003)
• Exempt activities: Exports (0%, with refund of input IVA), healthcare, education (certain levels), financial services (interest), insurance, public transportation (local), books, and certain basic goods
• Filing frequency: Monthly (Form F-29), due by the 12th of the following month. Annual reconciliation may be required
• IVA credit/debit: IVA registered taxpayers charge IVA on sales (débito fiscal) and deduct IVA paid on purchases (crédito fiscal). The net difference is paid to or refunded by the SII

Electronic Invoicing (Factura Electrónica — SII)

Chile has one of the most advanced electronic invoicing systems in Latin America, mandatory for all VAT-registered businesses:

• Mandatory system: All VAT-registered businesses must issue electronic invoices (facturas electrónicas) through SII-authorized systems. Paper invoices are not permitted for VAT-registered businesses (except in very limited circumstances)
• SII authorization: Invoices are authorized by the SII in real time through the DTE (Documento Tributario Electrónico) system. Each invoice receives a unique SII authorization code (Código de Autorización) and a digital signature
• Invoice types: Factura Electrónica (standard invoice), Nota de Crédito (credit note), Nota de Débito (debit note), Guía de Despacho (dispatch note), Boleta Electrónica (receipt for consumers), Factura de Compra (purchase invoice), Liquidación-Factura (for service providers)
• Timeline: Invoices must be issued within 24 hours of the transaction. They must be sent to the SII within 2-3 business days
• Free SII system: The SII provides a free electronic invoicing portal (Portal de Factura Electrónica) for small businesses. Larger businesses may use authorized third-party software
• Penalties: Non-compliance with electronic invoicing requirements can result in fines of up to 100 UF (~CLP 3,500,000) and potential suspension of the RUT

FAQs

Can a foreigner own 100% of a Chilean company?

Yes, foreigners can own 100% of an SpA, SA, or Ltda. There are no restrictions on foreign ownership for most business activities (except for media, fishing, nuclear energy, and certain strategic sectors). Foreign shareholders need a Chilean RUT (obtainable through a Chilean consulate or the SII) and may need to appoint a legal representative in Chile. The SpA is particularly foreign-friendly because it allows single-shareholder ownership and does not require a board of directors.

What is the "Tu Empresa en un Día" program?

"Tu Empresa en un Día" (Your Company in One Day) is a government program that allows online incorporation of SpA, EIRL, and Ltda in 24-48 hours. The program eliminates the need for a public deed (escritura pública) and Official Gazette publication, reducing costs and processing time. The process is done entirely online through the "Registro de Empresas" portal (www.registroempresas.cl). Foreign entrepreneurs can use the program with a valid foreign ID and a Chilean RUT. The program covers most business types except for SA (which still requires traditional notarization and registration).

How long does it take to register a company in Chile?

Registration times vary by structure: SpA through "Tu Empresa en un Día" (1-3 days), EIRL (2-5 days), Ltda through the online portal (3-7 days), traditional Ltda (10-15 days), SA (15-45 days). The fastest option is the SpA through the online program. Additional time is required for IVA registration and electronic invoicing setup (1-3 days). Total time from start to fully operational is typically 5-10 days for an SpA.

Do I need a local director or legal representative?

Yes, every Chilean company must have a legal representative (gerente or representante legal) who is resident in Chile or at least has a Chilean RUT. The legal representative can be a foreign national with a valid visa and RUT. The legal representative is responsible for tax filings, signing contracts, and representing the company before the SII. For foreign-owned companies, it is common to appoint a local lawyer or accountant as the initial legal representative until a full-time manager is hired.

What are the ongoing compliance requirements for a Chilean company?

Chilean companies face several ongoing compliance requirements: (1) Monthly IVA filing (Form F-29) by the 12th of each month, (2) Monthly PPM (Pagos Provisionales Mensuales) payments if required, (3) Annual income tax return (Form F-22) by April/May each year, (4) Bookkeeping and financial statements (mandatory for all companies), (5) Annual board meeting minutes (for SAs and SpAs with multiple shareholders), (6) Electronic invoice issuance for all transactions, (7) Payroll reporting (DTE and social security filings) if employing staff, and (8) Filing of annual financial statements with the SII. Penalties for non-compliance include fines, RUT suspension, and potential company dissolution.

Disclaimer

This guide provides general information about business registration in Chile for 2026. Corporate laws, registration procedures, capital requirements, and tax regimes are subject to change. The information presented reflects published SII, Ministry of Economy, and Registro de Empresas data and may not reflect individual circumstances. Always consult with a qualified Chilean corporate lawyer or accountant for advice specific to your business structure and registration needs. InvestmentKit does not provide legal or corporate advice.