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

Registration of local securities

The application for registration of local securities in the Securities Registry of the CMF must be accompanied by a letter signed by the general manager of the issuer, or the person acting in such capacity, indicating the reason for such registration. During the registration process the issuer shall remit any amendments or updates that affect the information presented.

The CMF will register the securities once the issuer has presented the required information regarding its legal, economic and financial situation. The CMF may, at any point before the registration is complete, request, in writing, new information or rectification of the information provided.

The registration request must contain, as a minimum, the following information, updated to the time of the presentation:

• General identification and corporate information of the issuer, including name, tax ID, domicile, e-mail, webpage, phone number, list of organizational documents, management structure, legal representatives' and board members’ and main executives’ identification, their incentive plans and equity ownership in the issuer, property and control of the issuer and the names of its 12 main shareholders, number of employees, final date to hold the annual shareholders’ meeting, financial year-end date, individualization of external auditors and risk rating agencies, and detailed description of activities and business of the issuer, including its history, description of industry sector, description of its business, information regarding subsidiaries and affiliates, risk factors, investment and financing policies and main assets.
• General, economic and financial background of the issuer, which includes, among others, identification of the issuer, legal history, administration, property and control of the company, employees and others, a comparison of the issuer's last annual financial statements as against the preceding year's, audited by external auditors. Also, the economic and financial background of the issuer's subsidiaries and other corporations the issuer has invested in must be presented, when the issuer has control over them or has significant influence over them.
• Relevant or essential facts (hechos esenciales), that is 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 disclosed. 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.
• Documents regarding the legal background of the company, such as copies of the bylaws and any subsequent amendments, in addition to a list of its shareholders or partners and the last annual report presented to the issuer's shareholders or partners.
• A statement of responsibility with respect to the truthfulness of all the information filed with the CMF for the registration of the issuer, signed (in the case of a stock corporation) by the majority of the Board members required by the company's bylaws for the passing of a Board resolution and the general manager or the person acting as such. With respect all other entities, the statement must be signed by such individual that according to the company's bylaws validly represents the entity, and by the general manager. A new statement of responsibility must also be presented when parts of the information remitted to the CMF are subsequently corrected or amended by the issuer.
• A special affidavit stating that the issuer is not in default, signed by the same persons above mentioned depending on the case.

The registration process for the securities will be different depending on the type of security to be offered. We refer below to the general requirements for registration of shares, bonds and quotas of investment funds.

Registration of shares

With respect to shares, the issuer is required to state whether all or part of the shares being registered are already subscribed by its shareholders or not.

If all or part of the shares being registered are already subscribed by the issuer’s shareholders, the issuer shall also accompany the following documents:

• A copy of the minutes of the shareholders’ meeting that approved the registration of the shares in the Securities Registry. In case that the shareholders have agreed to publicly offer a minimum percentage of the newly issued shares, the minutes of the meeting shall contain the express commitment of the shareholders to do so and, in case shares already in circulation are included in such minimum percentage, the commitment of the applicable shareholders to offer their shares to the public. Additionally, the minutes shall contain the procedures that the issuer will follow in case the minimum percentage is not met after the placement of the shares concludes.
• Information regarding the shares to be publicly offered, including total number of share sin circulation that the issuer intends to place, separating them by class and series (if applicable), indicating whether such shares are ordinary of preferred, and indicating the series and preferences. Additionally, the issuer shall state the expected dispersion percentage to be reached by the company once the placement process if finished, calculated as number of shares to be placed divided by the number of subscribed shares of the company. In case that the shareholders have agreed to publicly offer a minimum percentage of the newly issued shares, the issuer shall also inform such percentage and the procedures that the issuer will follow in case such minimum percentage is not met after the placement of the shares concludes.
• A copy of the facsimile of the share certificates to be registered and a certificate issued by the printing service that evidences that the share certificates comply minimum security measures required by Chilean regulations.

On the other hand, the only additional documents required to update a registration due to new shares having been issued, are the following:

• In case the request for registration is not being made through the online system of the CMF (SEIL), the request for registration must be accompanied by an affidavit from the issuer regarding the truthfulness of all information presented, subscribed, in the case of corporations, by the general manager and at least one director, who shall be specifically empowered to sign such affidavit by the board or the shareholders’ meeting, as applicable, and those organs shall also expressly declare that they will be liable for both the documentation and any declaration of responsibility accompanied to the presentation.
• In case the request for registration is not being made through the online system of the CMF (SEIL), the request for registration must also be accompanied by a second and specific affidavit that the issuer is not in payment default, signed by the same persons referred to above.
• Identification of the shares subject to registration, including the number of shares to be registered and their series, if applicable.
• A copy of the public deed in which the minutes of the shareholders’ meeting that approved the corresponding capital increase capital and the applicable registration in the Commerce Registry and publication in the Official Gazette.
• A copy of the minutes of the board meeting that approved the issuance of shares.

Finally, any prospectuses, notices and communications to the shareholders delivered or made to the shareholders and the public in connection with the issuance of shares must meet the contents and forms specifically defined by the CMF. In that regard, there are special forms for:

• Share issuance prospectuses.
• Communications and notices to the shareholders:
  • for the start and exercise of pre-emptive rights, which vary depending on whether the price for the exercise of pre-emptive rights is determined through market procedures, in cases where the placement is made in parts, in cases where the issuance contemplates that part of the shares will be destined for employee compensation plans and in cases where the period to exercise the pre-emptive rights begins when there is already another placement of shares of the same issuer ongoing;
  • regarding the exchange of shares as a result of a merger; and
  • for the subscription of non-paid shares.

The CMF will register the shares in the corresponding registry and issue the corresponding certificate once the issuer has presented all required information. The CMF may, at any point before the registration, request, in writing, any new information or rectification of the information provided.

Once the registration of the shares is complete, the same information presented to the CMF must be remitted to all the stock exchanges existing in Chile (there is one more apart from the SSE), within three days from the issuance of the pertinent certificate. Also, the information must be sent to the underwriters of that issuance before the placement of the shares has started. The information must remain available to the public at the location of all of the aforementioned entities.

Once the shares are registered with the CMF they can be registered with the SSE, in which case the issuer will have to file a letter requesting the registration of the shares, accompanied by the following documents:

• Bylaws and amendments thereto, along with a certificate of good standing of the company.
• Certificate of registration of the issuer in the Securities Registry of the CMF.
• List of directors and managers and public deeds in which the powers granted by the company are contained.
• Annual reports of at least two complete fiscal years, approved by the shareholders' meeting, or (for companies with less than one year of existence) the last available balance sheet.
• Individual and consolidated (if applicable) financial statements of the last quarter.
• If the company has investments in shares which correspond to more than 20% of its assets, the issuer must provide detail of its share investments.
• List of shareholders not older than three months.
• Indicate the identification code of the company in the stock market.
• An unutilized share title and a letter stating the security measures taken in their manufacturing.

The Department of Statistics of the SSE will receive the registration application and analyze the information and documents provided and will send them to the SSE legal advisor, who in turn will send a report to the CEO of the SSE. Then, the CEO will report to the board of directors of the SSE about the registration request and the background of the company, and the board will have ten trading business days from the date of the initial filing to approve it. The term will be suspended if the board requests, in writing, new information or rectification of the information provided, and will be resumed when that process is finished.

Registration of bonds

The issuance of bonds must be made through a contract (evidenced by a public deed) executed between the issuer and the future representative of the bondholders, which will set out if the issuance will be for a fixed amount or as part of a bond programme. In the latter case, the value of the bonds that may be simultaneously in circulation cannot exceed the amount and term stipulated in the registered programme.

The application for the registration of the bonds must explicitly indicate the market to which the issuance is directed and whether the issuance is for a fixed amount or as part of a programme. In the case of bond issuance programmes, within the 10 business days prior to the maturity date of bonds issued within such programme, the issuer may issue new bonds within the programme (up to 100% of the maximum amount authorized under the programme) to pay for the ones that are about to mature.

The issuer must also submit the following documents:

• Public deed of issuance, which should contain the minimum information requirements defined by the CMF regarding identification of the issuer and the appointed bondholders’ representative, extraordinary manager, custodian, qualified experts and securities depositary, background and characteristics of the issuance, covenants, events of default, bondholders’ meetings, appointment and removal or bondholders’ representative and extraordinary manager, arbitration and so on.
• Copies of the minutes of the board meeting that approved the issuance, duly legalized or certified by the general manager.
• Copy of the public deed containing the minutes of the shareholders’ meeting that delegated the authority to the board and management of the issuer to set forth certain negative covenants.
• Copy of the public deed containing the minutes of the board meeting that approved the proposal of certain negative covenants.
• Evidence of guaranties, if any.
• Two risk rating certificates (except when the bonds are offered only to qualified investors, in which case this is not mandatory).
• An affidavit from the issuer regarding the truthfulness of all information presented, subscribed, in the case of corporations, by the general manager and at least one director, who must be specifically empowered to sign such affidavit by the board or the shareholders’ meeting, as applicable, and also must expressly declare that they will be liable for both the documentation and any declaration of responsibility accompanying the presentation.
• A second and specific affidavit that the issuer is not in payment default, signed by the same persons referred to above.

The same as for shares, any prospectuses, notices and communications delivered or made in connection with a bond issuance must meet the contents and forms specifically defined by the CMF.

With regards to the rest of the registration process and additional documents to be filed with the CMF, the same indicated above for the registration of shares is, mutatis mutandis, applicable for the registration of bonds.

As in the case of shares, once the CMF has registered the issuance of bonds, the issuer must communicate this fact to every stock exchange existing in Chile, within three days from the issue of the pertinent certificate by the CMF. In said communication, the issuer must also include a reference to the website where all the pertinent information will be made available to the public.

Once the bonds are registered with the CMF they can be registered with the SSE, in which case the issuer will have to file a letter requesting the registration of the bonds, accompanied by the following:

• Fulfilment of all legal requirements for the issuance of bonds and the appointment of the representative of the bondholders according to law.
• The characteristics and conditions of the issuance must be precise and the manufacturing and printing of the certificates, if applicable, must be reliable (unmaterialized bonds may be issued).
• Certificate of registration in the Securities Registry of the CMF.
• Issuance agreement (public deed).
• Prospectus for the issuance.
• Information on the bonds, including their trading code, name of the issuer, issued series, number of coupons, periods of payment of the coupons, issuance rate, term, adjustment method, type of amortization, number of amortizations, date of the first issuance and development tables.
• An unutilized bond certificate and a letter stating the security measures taken in their manufacturing (if applicable).
• If the issuer does not have other securities listed on the SSE, it must also provide (i) annual reports of at least two complete fiscal years, approved by the shareholders' meeting, or the last available balance sheet in case of companies with less than one year of existence; (ii) individual and consolidated (if applicable) financial statements of the last quarter; and (iii) in case the company has investments in shares which correspond to more than 20% of its assets, the issuer must provide detail of its share investments.

The Department of Studies of the SSE will receive the registration application and analyze the information and documents provided and will, if applicable, issue a technical report for the registration and trading of the bonds. The board of directors of the SSE will then have ten trading business days from the date of the initial filing to approve it. The term will be suspended if the board requests, in writing, new information or rectification of the information provided, and will be resumed when that process is finished.

Automatic registration of bonds

Bonds (and other debt securities, with a few exceptions) may be subject to an automatic registration process in the Securities Registry kept by the CMF, so long as the issuer is registered in the Securities Registry and such registration has been maintained for the past 12 months as of the date the automatic registration is requested. Mutual and investment funds subject to the CMF’s surveillance are exempted from the 12-month registration condition so long as they have the minimum net worth and quota holders required by law as of the date the automatic registration is requested.

The issuers and funds managers who have been indicted for providing false or misleading information to the market regarding themselves or their securities (so long as the respective sanctions proceedings are pending) and those who have been sanctioned for publicly offering securities providing false or misleading information within the past three years will not be eligible for automatic registration of debt securities.

To apply for automatic registration of bonds, the issuer will have to provide electronic copies of the following documents to the CMF:

• Public deeds containing the terms of the respective debt securities issuance.
• Minutes of the Board meeting that approved the debt securities issuance.
• In the case of funds, if applicable according to their internal regulations, minutes of the quota holders' meeting that approved the debt securities issuance.
• In the case of an issuance of convertible bonds, (i) the public deed containing the minutes of the shareholders’ meeting of the issuer that approved such issuance and any limitations imposed on the issuer in connection thereto; and (ii) the company’s registration, including any such limitations imposed on the issuer and agreed by its shareholders.
• Two risk rating certificates.
• A special affidavit stating that all copies of the documents set forth above are true, that the issuer is not subject to insolvency proceedings and that it meets the necessary conditions for the automatic registration of its debt securities.

The CMF will automatically register the debt securities in the Securities Registry and issue the corresponding certificate after payment of applicable registration fees have been paid.

Registration of investment funds

Local investment funds are managed by General Funds Managers (Administradoras Generales de Fondos or AGFs) which must be organized as special corporations with the exclusive corporate purpose of managing funds and other related activities.

The organization and operation of any type of investment fund is subject to prior licensing and registration with the CMF. Each fund must have internal regulations governing the rights, obligations and policies that apply to the fund itself, to the manager and to its contributors or quota holders. These internal regulations must include, as a minimum, policies with respect to investment, liquidity, indebtedness, diversification, voting and permitted expenses.

The AGFs must submit the internal regulations for each of the funds they manage and their amendments (and other documents required by the CMF) to the CMF, who will keep them in a Public Registry of Internal Regulations.

The funds' quotas may be publicly offered from the day after the submission of their internal regulations and the other documents required by the CMF and will be considered, from that moment on, publicly offered securities registered in the Securities Registries of the CMF.

If the AGF manages more than one fund, it must submit general funds regulations, which must include at least (i) the apportionment of the funds administration expenses; (ii) the investment limits that must be kept when the funds are invested jointly and the way and pro rata rate that the investment excesses will be liquidated; (iii) the way in which conflicts between the funds, their contributors or the management will be solved; (iv) the special benefits to the funds' contributors in connection with the redemption of quotas and their immediate contribution to another fund managed by the same manager; and (v) any other content determined by the CMF.

Registration of foreign securities

Generally, foreign securities must be registered with a foreign authority and listed abroad, and therefore can be publicly traded in a foreign jurisdiction. Thus, no special difference is made for registration or listing purposes based on whether the offering corresponds to a primary or secondary listing.

However, the CMF can allow the registration of foreign securities that are not registered with a foreign authority if their offer is restricted to "qualified investors" (that is, institutional investors such as banks, insurance companies, funds and others). In this case, the registration and listing in Chile will correspond to a secondary listing.

Registration of foreign securities registered with foreign regulatory authorities

In the case of foreign securities registered with foreign authorities, the issuer's local representative or sponsor, as applicable, is required to provide the following information to the CMF and SSE.

• All information that allows for the identification of the applicant (issuer and local representative, or sponsor, as applicable) in order to receive communications and notifications, such as name, address, web site, legal representative, and others.
• General information with respect to the terms and conditions of the securities to be registered, and specifically the following:xxx
  • Name of the issuer.
  • Country of origin.
  • Class of securities.
  • Regulatory agencies, which supervise the issuer with their website URL.
  • Foreign stock exchanges where the securities are listed.
  • Management companies, if the securities are fund quotas or similar securities being issued by collective investment vehicles.
  • Foreign custodian, in the event the securities are depositary certificates for foreign or local securities (CDVs).
  • Identification numbers or codes assigned to the securities such as the ISIN number or ticker corresponding to the securities.
  • Markets and jurisdictions where the securities are being or can be publicly traded.
  • Investors to whom the securities are to be offered ("qualified investors" or general public).
  • URL of the websites where the information requested for the application process and/or reporting requirements to be complied with is available.

The applicant must provide the issuer's financial statements for the last annual period together with the annual report of the external auditors, to the extent the issuer has been audited. The applicant must describe under which accounting and auditing standards the financial statements have been prepared, if they are not under IFRS or IAS. In the event the auditing entities are not supervised by any public or private regulators, this must be disclosed as well.

It is not mandatory that the financial statements be audited. However, if the financial statements are not audited, the registration of securities will only allow for their offering to "qualified investors."

The applicant must also provide a summary with all the relevant information that the issuer was required to disclose or report in accordance with the laws of its domestic market during the last year. In addition, it is necessary to provide all prospectuses, internal regulations, indentures and other similar type of documents describing the terms and conditions of the foreign securities or their placement, that have been delivered to the corresponding foreign regulator(s) during the last year.

Foreign securities not registered with foreign regulatory authorities

In the case of foreign securities not registered with foreign authorities, the applicant must enclose a certificate from a Chilean stock exchange indicating that the corresponding securities fulfil all the listing requirements established by said exchange. Further, the exchange must take all necessary measures to ensure that:

• The securities are only purchased by "qualified investors."
• The investors are duly informed about the fact that the securities are issued by foreign entities that are not supervised by a securities agency or authority.
• The issuers of the securities fulfilled all the requirements required by the exchange.
• The information required allows investors to make an informed decision on the legal, financial and commercial status of the listed securities and its issuers.

Timetable

The following is a fairly typical process and timetable for a listing of a local or foreign issuer on the SSE and registration with the CMF (other than automatic registration).

Link to Timetable

*Note that the listing with the SSE will take normally between two and five business days from the filing date.

Exemptions from registration of foreign securities

As mentioned above, the CMF may exempt foreign securities from the registration obligation when they correspond to issuers under the supervision of entities with which the CMF has executed collaboration agreements, allowing them to have true, sufficient and appropriate information regarding the foreign securities and their issuers, in the terms required by applicable law.

As of December 2023, the CMF has executed collaboration agreements with securities regulators of Spain, Colombia, Mexico, Peru, the Canadian provinces of Alberta, British Columbia, Quebec and Ontario and Argentina. Pursuant to these collaboration agreements, the CMF exempted from registration those securities issued by "reporting issuers" in the case of Canada, and by "registered issuers" in the case of the other jurisdictions. In the case of Spain, the securities exempted from registrations are those for which Spain is their "member State of origin" (as defined in Spanish Royal Decree 1362/2007) and are admitted for trading whether in an "official secondary market" (as defined in Spanish Securities Market Law 24/1988) of that country or other regulated market of the European Union. In the case of Argentina, the securities exempted from registrations are those negotiable instruments subject to the Public Offering Regime, the PYME CNV Regime and the PYME CNV Guaranteed Regime in the Republic of Argentina (the offering of such securities subject to the PYME CNV Regime and the PYME CNV Guaranteed Regime, can only be made to "qualified investors").

Additionally, foreign securities traded on foreign exchanges with which the SSE has executed integration agreements, such as the MILA exchanges, will be automatically listed.