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[null,"Prepared By:","Contributors:"]
[null,"Claro & Cia., Abogados"]
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[]
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["Social Enterprise Law Surveys"]
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["Report Generated: 11/19/2025"]
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["View your report results on next tab"]

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["Question","Chile"]
["I. Enterprise Form"]
["What jurisdiction(s) do you practice in?","Chile\n"]
["What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade or business (rather than for investment or holding company purposes)? Please briefly describe these forms. a. Of these, which are the most common for-profit organizational forms used by Enterprises seeking financing from investors and that will have multiple owners? b. Other than organizational forms specifically designed for Social Enterprises (and discussed below under Question 4), which, if any, are the most common for-profit organizational forms used by Social Enterprises?"," The most common for-profit organizational forms utilized in Chile are the sociedad anónima (“SA”), the sociedad de responsabilidad limitada (“SRL”) and the sociedad por acciones (“SpA”). \n\n The SA has a complex form of organization, and a very formal management structure, including a board of directors (and a directors’ committee in certain circumstances) and, at a minimum, an annual shareholders’ meeting. The SpA is a simplified version of the SA, the administration is more flexible, and there is no obligation to establish a board of directors or shareholders meetings. The SRL is limited to fifty owners, decisions must be taken unanimously by the partners and management may be reserved to one or more partners or to an external administrator. SAs and SRLs require at least two shareholders/partners; SpAs can be organized by only one shareholder. \n\n a. Traditionally, enterprises that seek financing from investors and will have multiple owners have tended to form SAs. This is still the case for joint ventures where investors seek a sophisticated management structure and for enterprises that investors seek to make public (only SAs can list their securities in Chile). Since their creation in 2007, SpAs have become the preferred organizational form for investors coming into Chile, given its flexible management and the fact that it can be created by a single shareholder.   \n\n b. In Chile, Social Enterprises are most commonly structured as SA, SpA or SRL. There is no legislation that recognizes Social Enterprises. However, there is a private certification system conducted by Sistema B. Sistema B is a non-profit organization dependent on Lab B, another non-profit organization, that certifies profit organizations as B Corporations in Latin America. In order to be certified, among other requirements, the organization must include specific mentions in their by-laws regarding social and environmental responsibility. The process to modify the by-laws depends of the organizational form: \n\n \n\t SRL: the modification requires a public document subscribed by all its members. \n\t SA: the modification must be approved in an extraordinary shareholders meeting, with the vote of the absolute majority of the issued voting shares, unless the by-laws establish a higher quorum. \n\t SpA: the modification may be done in a shareholders meeting or by a resolution of the only shareholder as provided in the by-laws. \n \n"]
["Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required to or allowed to consider (e.g., interests of employees, customers, the environment, etc.)?","No, board members and administrators must always exercise their powers and fulfill their duties privileging the interests of the company. This will refer primarily to maximizing profits within the framework of the applicable regulations and subject to the legal protections of minority shareholders (only applicable to SAs and SpAs).  \n"]
["Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so: a. What type(s) of organizational forms are they? b. How do they materially differ from the most closely analogous traditional organizational form? c. What are the main benefits for founders and funders of such organizational forms? d. Are there any restrictions on the use of these organizational forms (such as profit-caps, stakeholder involvement and impact reporting)? If there are, what are they? e. Are there any material differences in timing or costs for forming a Social Enterprise versus a traditional Enterprise? f. How prevalent and well known are Social Enterprise forms?","No. In 2017, a bill regulating Social Enterprises was presented to Congress (Ley de Sociedades de Beneficio e Interés Colectivo), which was last discussed in June 2018. The bill creates a legal regime for Social Enterprises, but it does not create a specifically designed organizational form.\nAccording to the bill, enterprises formed under existing organizational forms can become Sociedades de Beneficio e Interés Colectivo (“Sociedades BIC”). To become a Sociedad BIC the enterprise must include in its by-laws the positive social and environmental impact that it will generate. The enterprise must also make an annual sustainability report that addresses the social and environmental impact generated by the Social Enterprise during the year.\n"]
["Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporate, tax or other perspective? b. Are there any material benefits of, and/or restrictions on, using a Nonprofit form for Social Enterprises that does not apply to Nonprofits that are not Social Enterprises? c. Is there any type of “hybrid” Nonprofit form that requires less reporting and/or allows for faster formation? If so, please describe the drawbacks of utilizing this form (i.e. fewer tax benefits). d. How prevalent is the use of Nonprofits for Social Enterprises?","There is no regulation regarding Social Enterprises. In order to obtain the certification of Sistema B, Social Enterprises must be for-profit organizations.\n"]
["Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms.","Yes, cooperatives are a recognized form of organization in Chile. Control is democratic on a one-member-one-vote basis and members participate in the financial gains of the entity. Cooperatives have a favorable tax treatment of member distributions and are benefited by a reduction in business licenses. The governance structure contemplates four separate organs in charge of management and supervision with different functions and powers, which could make the organization of a cooperative unattractive when dealing with a small number of members.\nAdditionally, since it is owned, controlled, and managed by workers, social impact can be a primary consideration in the decision-making process and the cooperative’s operations.\n"]
["Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to.","There is no regulation for Social Enterprises.\nThe bill proposed in Congress imposes on Social Enterprises the obligation to make an annual sustainability report on the entity´s pursuit of social and environmental impact.\n \n"]
["In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples.","Since there is no specific regulation for Social Enterprises, there is no jurisprudence.\n"]
["Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe.","No.\n"]
["Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe.","There is no regulation for Social Enterprises. The bill establishes that the management of the enterprise, while performing its duties, must respect, protect, and consider social and environmental interests.\n"]
["Does your jurisdiction have any ESG requirements for investors? If it does, please describe.","No.\n"]
["II. Funding"]
["Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements. b. If they are not, are they permitted to consider such factors? c. What other relevant factors do investors tend to consider (aside from profit motive).","No major investor classes are required to look at ESG issues. In 2019, the Finance Ministry celebrated a non-binding agreement (“Acuerdo Verde”) with major investor classes (pension funds, mutual funds, investor funds). The agreement establishes that major investment classes must promote the incorporation of ESG issues in their investment decisions.  \n"]
["What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)?","B Corporations can receive grants, charitable investment, and traditional investment. Foundations and family offices are the main financers of B Corporations in Chile.\n"]
["How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)?","For-profit impact investments have been increasing in Chile in the last decade. Impact funds, impact crowdfunding platforms and impact bonds are becoming increasingly available, especially for small and medium enterprises.\n"]
["What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government funding? b. Is any government funding limited to Enterprises incorporated using Social Enterprise forms?","There is no special government funding specifically available to Social Enterprises as such. Depending on the corporate form and industry, government grants, loans and bonds, may be available. For example, the Corporación de Fomento de la Producción (CORFO), a government institution dependent on the Ministry of the Economy, provides small and medium businesses with financial help for the process of certification as a B Corporation. \n"]
["Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)?","Since in Chile there is no special organizational form, there are no companies formed as Social Enterprises. However, Hortifrut S.A., that is recognized as a B Corporation by Sistema B, is listed in the Santiago Stock Exchange. \n"]
["To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction.","They are not required to disclose ESG factors, except in those cases in which ESG related factors are considered an “essential fact”, according to stock market regulation (only applicable to SAs listed in the Securities Registry carried by the Chilean Securities Regulator or registered as reporting entities with the same agency). Some enterprises choose to publish sustainability reports for marketing reasons and in order to attract investments.\n"]
["How prevalent, if at all, are impact bonds in your jurisdiction?","Impact bonds have been recently implemented in Chile by the figure of contratos de impacto social (“social impact agreements”). These are not prevalent in the Chilean market.\n"]
["In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)?","There is no specific regulation for Social Enterprises.\n"]
["Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under applicable statutes?","Crowdfunding is not specifically regulated in Chile. It is an incipient financing alternative for small and medium businesses that are not able to get financing from the traditional market.\n"]
["III. Tax"]
["Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full. b. Are they dependent on the Social Enterprise utilized using a specific organizational form (e.g., for profit vs. Nonprofit form)? c. Please describe any other key requirements of the available tax exemptions (e.g., restrictions on sources or uses of funds, restrictions on commercial activities, etc.).","There are tax exemptions available for non-profit entities generally, but there are no tax exemptions that are uniquely available for Social Enterprises since there is no specific regulation for them. The bill does not contemplate any tax exemptions for Social Enterprises.\nInitial contributions to non-profit entities are exempted from taxes, as well as member contributions and donations. Additionally, donors may take deductions on their reported income up to the amount of the donation.\n"]
["Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations?","No.\n"]
["Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.)","No.\n"]
["Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions?","No.\n"]
["IV. Governmental Infrastructure"]
["Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe.","No.\n"]
["What government operational support, resources, training or services, are available for small businesses or Social Enterprises?","There are government grants and loans available for small and medium enterprises. CORFO has a number of available programs that support small and medium enterprises. For example, Innova Pyme provides financing and other resources for small and medium enterprises to promote their growth.\n"]
["Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are.","There is no specific regulation for Social Enterprises.\n"]
["Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness.","No.\n"]
["Is there a different bankruptcy system available for Social Enterprises?","No.\n"]
["VI. Miscellaneous"]
["What are the average time and filing fees to form an Enterprise in your jurisdiction?","Depending on the type of organizational form of the enterprise it may take between a few days to a couple of weeks.\nIn order to facilitate the process, particularly for small and medium enterprises, the Ministry of Economy created an online platform called “Tu empresa en un día” (“Your enterprise in one day”), which allows people to create enterprises in a simple and cost-free way.\nThe process of constituting a non-profit organization, particularly corporaciones and fundaciones, takes more time, since it has to be approved by the relevant Municipality.\n \n"]
["What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well as the standards there are to maintain them.","Since there is no specific regulation for Social Enterprises, there are no certifications that afford benefits. The bill does not propose a certification system.\nHowever, certifications may help an enterprise to be recognized as a “Social Enterprise”, providing potential investors and stakeholders with information to assess the social impact of the enterprise.\nB Corporation Certification – This certification is the most prominent, and is provided by Sistema B, as described in section I.2.b. To become a “B Corporation” an enterprise must: (i) take and pass the B Impact Assessment; (ii) adopt the B Corporation legal framework, which requires that Enterprises incorporate certain provisions in their charter and governance documents; (iii) sign a term sheet agreement with B Lab, and (iv) pay certain fees. To maintain the certification, B Corporations must comply with ongoing reporting and compliance requirements.\n"]
["Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction.","Start-ups can easily form in Chile. Chile is ranked No. 56 in the “Starting a Business” category of the 2019 Doing Business report, conducted by the World Bank Group.\nStart-up Chile, a start-up accelerator, was created by the Chilean Government to promote entrepreneurship in Chile.\n"]
["Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction.","There is no regulation on Social Enterprises in Chile, but enterprises with social goals can easily form in Chile, despite such a lack of regulation. However, the creation of an appropriate legal framework would promote their proper operation and social recognition. \n"]
["Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Social Enterprises subject to legislation prohibiting inclusion of Social Enterprises in government contract procurement)?","The legislation of the existing organizational forms establishes that board members and administrators must privilege the corporate interest, which has been understood to primarily concern the maximization of profits. A change in law that would allow them to also consider other interests would be beneficial for Social Enterprises. \n"]
["In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects.","No.\n"]
["What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction?"," \n\t Creating a legal framework that recognizes and regulates Social Enterprises. \n\t Revising rules governing fiduciary duties of corporations to enable or require them to consider factors other than social interest. \n\t Legally recognizing a certifying process for Social Enterprises, such as the one conducted by Sistema B. \n\t Regulating crowdfunding and other non-traditional financing opportunities that are widely used by small and medium businesses. \n \n"]
["What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)?","Permitting administrators and board members to easily consider social and environmental interests when making decisions. Implementing a reporting system of ESG policies for public companies.\n"]
["Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not?"]