Stock Company (SpA)

The Stock Company (SpA) is a business entity composed of one or more individuals or legal entities whose participation in the capital is represented by shares.
It has become the most commonly used legal form in Chile in recent years.
The company has bylaws in which the rights and obligations of the shareholders, the rules for its management, and any other freely agreed terms are established.

Benefits of a Stock Company (SpA)

Establishing a Stock Company (SpA) offers a key advantage: it may be incorporated by a single person, either natural or legal, and its capital, divided into shares, can be easily transferred to new shareholders (unless restrictions are agreed upon).
Additionally, it has a flexible management structure, allowing either simple or complex administration.

Shareholders’ Liability in a Stock Company (SpA)

Shareholders in a Stock Company are only liable up to the amount of their respective contributions.

Incorporation of a Stock Company (SpA)

Article 425 of the Chilean Commercial Code establishes that a Stock Company must be formed either by a public deed or by a private instrument signed by the founders, with signatures duly notarized. This document must be recorded in the notary’s register.

The bylaws must include at least the following matters:

– The company name, which must end with the expression “SpA.”
– The corporate purpose, which shall always be considered commercial.
– The company’s capital and the number of shares into which it is divided and represented.
– The method of administration and the manner in which representatives shall be appointed, identifying any provisional managers, if applicable.
– The duration of the company, which may be indefinite unless otherwise stipulated.

Article 426 of the same Code requires that, within 60 days of incorporation, an abstract of the bylaws be published once in the Official Gazette and registered in the corresponding Commercial Registry. The abstract must include:

– The company name.
– The names of the shareholders participating in the incorporation.
– The corporate purpose.
– The amount of subscribed and paid-in capital.
– The date of the deed, the name and address of the notary who authorized it or recorded the private instrument, and the registry and folio number where it is filed.

 Stock Company dissolution (SpA)

According to Article 444 of the Commercial Code, in relation to Article 103 of the Corporations Law, a Stock Company (SpA) shall be dissolved in the following cases:

– Expiration of its term of duration.
– Resolution adopted by the extraordinary general meeting of shareholders.
– Final judicial ruling.
– Other causes established in the bylaws.