Establishment of a national company with limited liability
Name of Company to include either the name of one or more of the partners or a reference of the business scope of the Company. Compulsory is to add the abbreviation Limited (Limitada)
- Place of management
- Purpose of the Company: Any legal purpose. Some purposes need the prior approval of the authorities.
Legal Existence Together with the execution of its deed of incorporation, subject to the publication of an abstract in the Official Gazette and the registration of the same with the Registry of Commerce.
Further compulsory registration and publication. An abstract of the public deed of incorporation of the Company must be published in the Official Gazette and registered with the Registry of Commerce.
Liability: Limited to the amount of money contributed to its capital by its partners or to such other greater amount agreed in the articles of incorporation.
Articles of Incorporation Standard Form for limited liability, containing clauses required by law.
Number of Partners Not less than 2.
Date of Payment of capital Pursuant the articles of incorporation.
Management The Company may be managed by one or more of the partners, through attorneys-in-fact duly authorized and exceptionally by a board of directors.
Power of Representation of the Administrator. The Administrator will have the powers of attorney set forth in the articles of incorporation. Usually the administrator has broad powers of attorney to act on behalf of the Company.
Period Necessary for Incorporation Between 10 and 20 days from the filing of the complete documents.
<typohead type="3"> 2.- Procedure and Costs: </typohead>
(i) Powers of Attorney granted by the foreign partners: The partners of the Company to be incorporated must grant a power of attorney to incorporate the Company and for the obtention of tax payer number. These documents must be granted before a notary public of the jurisdiction where the powers of attorney are granted. The signature of the notary public must be authorized by the corresponding officer of your country. Finally it must be legalized up to the pertinent Chilean consul, and then they must be executed in Spanish.
In <?xml:namespace prefix = st1 ns = "urn:schemas-microsoft-com:office:smarttags" /><?xml:namespace prefix = st1 ns = "urn:schemas-microsoft-com:office:smarttags" />Chile, the powers of attorney must be filed with a notary public. The cost of this filing and their respective copies is approx. US$70.
(ii) Public Deed of Incorporation of the Company: Once the powers of attorney are fully legalized in Chile, the attorneys-in-fact may then sign the public deed of incorporation. The cost of this public deed is US$70 plus a 1% of the capital of the Company with a maximum of US$320.
(iii) Publication and registration of an abstract and filing with the notary public: Once the public deed of incorporation of the Company has been granted, an abstract of the same must be published in the Official Gazette. We can estimate that such cost is approx. between US$100 and US$200. Likewise, such abstract must be registered in the Registry of Commerce. The cost of such registration is US$6 plus a 0,2% of the capital of the Company, with a maximum of approx. US$445. Finally, the filing with a Notary Public of copy of the publication and of the registration amounts to US$30, approx..
(iv) Tax Payer Number: In order to develop its business, the Company must obtain the respective tax payer number (RUT)
(v) Municipal License: It is required to pay a municipal license which amount is between a 0.25% and the 0.5% of the capital of the Company.
(vi) Foreign Investment: In the case that the capital of the Company is brought into Chile through one of the mechanisms described below, it will be necessary to file with a notary public the by-laws or the articles of incorporation of the foreign partners which cost amounts to US$125. In the case that the foreign investor execute a public deed of foreign investment agreement, there will be a cost of US$330, approx..
All the aforementioned costs do not include the obtention of a current account in a commercial bank. Also, we point that aforementioned cost are approximated.
3.- Capital Registrations Requirements:
There are two mechanisms in Chile to register foreign capital investments and to bring foreign funds into Chile:
The foreign investment contract gives the foreign investor the right to have access to formal foreign exchange market to acquire US dollars in order to remit profits and capital abroad. DL 600 also deals with matters such as tax invariability and non-discrimination guarantees for the foreign investor.
Among other conditions, the foreign investment contract fixes the term within which the capital must be brought into the country: three years, extended up to eight years with investments over U.S.$50 million. In said contract the investor may also agree to have a fixed overall effective income tax rate of 42% for a term of 10 years from the commencement of its activities. The investor may waive its right to the invariability of taxes at any time and become subject to the general applicable tax regime. The waiver of the fixed tax rates is irrevocable and, once made, the investor may not return to the fixed rate regime in the future.
Capital may be remitted after one year from the respective entry. The capital increases made by capitalization of profits may be remitted without restriction provided the foreign investor complies with the tax obligations. Profits may be repatriated at any time, without limitation as to the amount thereof, provided Chilean taxes have been paid.
The capital may only be repatriated by selling the investment in Chile in Chilean pesos, the investor then is entitled to purchase foreign currency (and remit it abroad) with the peso proceeds.
Up to the original capital amount invested, the repatriation of the capital is tax exempt. Amounts over the original capital invested are subject to the income tax law.
The minimal capital contribution under Chapter XIV is US$ 10,000. Capital and profits may be repatriated at any time, without limitation as to the amount thereof, provided Chilean taxes have been paid. In order to remit both capital contribution and profits, it is necessary to file an application before the Central Bank.
3.- Remittance of Profits by a Foreign Investor:
The remittance of dividends or profits obtained by a foreign investor is subject to different regulations depending on the mechanism used by the foreign investor in order to make in Chile the specific investment.
Foreign investors under DL 600 may remit profits abroad at any time.
Once it has decided to remit any given amount of profits, the foreign investor must submit an application to the FIC, enclosing the documentation listed below, for its approval. The FIC is required by law to reply within 10 days provided the information submitted is complete. Otherwise, such term may be longer.
Under the DL 600, the foreign investor who intends to remit profits should submit the following documents together with the application:
- Quarterly audited financial statements of the recipient company from which the foreign investor is withdrawing or receiving the dividend;
- Certificate of the auditors of the recipient company indicating that all taxes have been paid and the amount of such taxes;
- Tax payment form duly stamped, evidencing the payment of income tax;
The remittance of profits by a foreign investor is subject to a 35% withholding tax. However, such investor will be entitled to a credit equal to the tax that was paid at the corporate level, currently at a flat rate of 15%, thus reducing the effective rate to 20 % (35% -15%).
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