Continuing obligations/periodic reporting
Continuing obligations/periodic reporting

[Last updated: 1 January 2024, unless otherwise noted]

Periodic reporting by local issuers

Given the importance of transparency for the markets, local listed companies have the duty to provide their shareholders and the market sufficient, truthful and timely information regarding the legal, financial and economic situation of the company and other information deemed essential with respect themselves, the securities being offered and the offer itself, generally by way of relevant or essential facts (hechos esenciales) (or in certain cases undisclosed communications or hechos reservados), which means that all facts or situations considered essential or relevant that have or could have an influence or effect on the company's business, on its financial statements, on its securities or their offer must be announced. The Securities Market Law considers any information that an informed person would consider important in making his own investment decisions to be "essential" for these purposes.

This information obligation is reflected in regulations issued by the CMF that set forth a series of information requirements that all local listed entities must comply with, which include filing the local listed companies' financial statements on a quarterly basis and providing copies of all minutes of shareholders' meetings. The CMF has also listed certain situations that must be reported as relevant facts.

Periodic reporting by foreign issuers

The local representative of the foreign issuer, or the sponsor, as applicable, is required to provide the CMF and the SSE with the same information that the issuer is required to provide to the regulator in their domestic market or in the market where the securities are traded, with the same frequency, means of publication, language and in the form required under said foreign markets.

The local representative or sponsor must deliver such ongoing information as soon as it is notified to the regulating entity where the issuer is organized or the securities are traded. Also, any prospectus or document that may be used in connection with the offer of the foreign securities in Chile must be delivered to the CMF in advance of its delivery or disclosure to investors. However, none of this is required if the corresponding information is available in the specific URLs that the local representative or sponsor has provided to the CMF and SSE during the registration process.

The local representative or sponsor is also required to report to the CMF, promptly after the corresponding event takes place, the fact that the trading of its securities have been suspended or cancelled in one or more foreign markets, as well as any other circumstance which prevents the trading of said securities, whether temporarily or definitively. In addition, the local representative or sponsor must report to the CMF any mergers, spin offs, liquidations, insolvency or bankruptcy events affecting the issuer, or any events that imply the breach of any of the terms and conditions of the foreign securities which were relied on for purposes of their registration in Chile.

Anti-fraud laws and insider trading

In addition to the periodic reporting obligation mentioned above, as a result of listing on the exchange, all listed companies, whether local or foreign, must comply with the insider trading and market manipulation regulations. The Chilean Securities Act 18,045 expressly forbids any type of activities involving market manipulation, insider trading and/or use of privileged information. Any person, whether resident in Chile or not, is subject to these regulations. Therefore not only the company listing its securities in Chile, but also the members of the board of directors, senior officers and advisors are subject to these regulations.

Anyone who violates these provisions, harming another person, is required to indemnify for the losses it may have caused. This is without prejudice to the administrative or criminal penalties that may also apply in the case of market manipulation and insider dealing.

Directors, liquidators, administrators, managers, and auditors of issuers of publicly offered securities that violate the legal, regulatory and statutory provisions that govern their institutional organization are jointly and severally liable for any damages they may cause.