To make an SpA Modification in one day:
Steps to Modify a Corporation by Shares:
- Decide which part of the Bylaws to amend.
- Hold an Extraordinary Shareholders' Meeting or 100% Shareholders' Resolution.
- Reduce the Meeting or Minutes to Public Deed or notarize it before a Notary Public.
- If it is a One-Day Company, authorize before a Notary Public the Shareholders' Validity.
- If by registry system, authorize change extract.
- Then, upload and sign annotation in company in one day, or register and publish extract if it is a registry system.
- Give notice of modification to the Internal Revenue Service.
1. Why do a SpA Modification?
During the life of a joint-stock company, events normally occur that lead to changes in the company.
1.1 Increase in Capital and Change of Representatives
It is quite possible that when your business is growing you will want to make share transfers to include new to include new shareholders. Or increase the capital to issue new shares and include new investors. Perhaps you need to change your domicile to exercise functions in another location.
Changing the form of administration and the company's representatives is very common.
1.2 Modifying the Object or Activity
Changing the object of your SpA may also be necessary for tax purposes before the SII. tax purposes before the SII. You may even need to change the corporate type to a Corporation or Limited Liability Company; this is also a modification.
The shareholders of a stock corporation may make all the amendments they deem appropriate.
The objective is that the modifications are strategic, that they are carried out as quickly and as economically efficient as possible.
2. Problems with the Bank?
It is very common for new companies incorporated under the One Day Company system to have errors in their legal structure (formal and legal defects).
This means that even though the Company is operating, it has defects that make it null and void.
90% of the time, shareholders only notice this when submitting documentation to their banks to open bank accounts. It is here that the documentation is rejected for the reasons already stated.
The way to remedy this is either by amending the bylaws or by making the bylaws more stable (correcting the errors). This is done in the form of a bylaws amendment.
3. SpA Modification (One Day Company) - Step by Step Guide
The modification of an SpA into an Overnight Company can be done in two ways. The form will depend on whether the SpA is submitted to the traditional registry system or registered as a One Day Company.
How to modify a SpA (company in one day):
- An Extraordinary Shareholders Extraordinary Shareholders' Meeting and create an Extraordinary Meeting Act, where it is agreed (according to the voting quorums of the Bylaws) to modify the corporation. This document must be notarized in the form of a Public Deed or it must be protocolized. We recommend the notarization as it is more expeditious and cheaper than the Public Deed.
- Another alternative to the Extraordinary Shareholders' Meeting is that all the shareholders subscribe a public or private public or private instrument where the modification is recorded. Like the Meeting, this agreement of all the shareholders must be reduced to public deed or notarized.
- At the same time, at the notary's office, the following must be presented Certificate of Good Standing of Shareholders. This document shows who are the shareholders of the corporation at the time of the Shareholders' Meeting.
- In order to be successful in the previous point, we must present before a notary the Shareholders Registry that corroborates the information of the Certificate of Good Standing.
- These documents must be notarized if a new shareholder enters or leaves. This means that the notary includes the documents in his notarial registry.
- Once notarized, the notary must be asked to authorize an annotation on the www.tuempresaenundía.cl portal.
- After the Shareholders' signature, there is a period of 60 days to make the amendment in the following steps:
- With the notarized documents, we must enter to www.tuempresaenundía.cl o www.escritorioempresa.cl e enter the data of the Shareholders according to point 3 and also add the information of the company to be modified.
- The next step, in the same portal, we must attach the notarized documents in PDF format. This point is necessary so that the changes that we enter are precisely the same as those that were agreed upon at the Shareholders' Meeting or Agreement.
- Finally, we must sign the changes on the portal of www.tuempresaenundía.cl o www.escritorioempresa.cl. In practice this boils down to two options. If the shareholders have an advanced electronic signature (linkear) they can sign the changes personally in the holder. If they do not have an advanced electronic signature, the changes must be signed before a notary.
- For to sign the changes before a notaryTo sign the changes before the notary, the notary must be present with the attention number that the web portal will assign to the modification so that the notary can sign electronically.
- Once the new bylaws have been electronically signed, notice of the modification must be given to the SII. We will come back to this below.
4. Most Common Modifications
4.1 Change of Administration: it usually changes in one of the following situations:
- New shareholders have joined the corporation. It is then possible that one of them may require management powers to represent the company. For example, a shareholder X joins the company and will be actively in charge of the commercial area. This requires, in order to have greater ease in business practice, that he/she be granted the status of administrator or general manager.
- Shareholders of the company who had management powers have left the company. In this case, the loss of shareholder status may mean for the shareholders that the former shareholder no longer has any relationship with the corporation. Therefore, it is necessary to amend the bylaws and remove the former shareholder from its powers.
- The structure of the management body has changed. Many joint stock companies are born with few directors or a general manager. As the company grows and becomes more complex, a more complex management body may become necessary. Classic example? Moving from a general manager to a board of directors.
- Bank accounts: it is a requirement for banks to provide financial instruments that the company has more than one administrator. In this way, we can demand that our banks provide us with new cards, checkbooks, "digi-pass" and other instruments that are highly necessary for day-to-day business.
4.2 Change of Object: why change the corporate purpose or activity?
- The line of business declared in the bylaws may be subject to V.A.T. In order to request the change of line of business before the SII, it is advisable to modify it previously in the bylaws.
- The corporation may expand the range of activities or line of business that it has in its bylaws. If this happens in fact and the line of business has not been modified, then the acts or contracts made "on behalf of the corporation" will not be binding for the corporation. In order for the corporation to be the one contracting, it is necessary that it does so within its line of business.
4.3 Change of Address:
- The company may no longer be located at the address mentioned in the articles of incorporation.
- The tax address stated in the articles of association may not be suitable for carrying on business activities. This is frequent since new companies are incorporated in residential addresses. The consequences? The SII and the Municipality can fine your company.
- Agencies and new locations can be established throughout the nation or even abroad. To do so, we must first allow it in the bylaws.
4.4 Capital Increase and Shares: Why is it convenient to update the value of the company?
- You want the value of the shares declared to the SII to be the real value of the shares. value of the company year after year. For the SII, the value of the company is simply the value of the statutes of the company.
- If the capital is not increased over time, and tomorrow you decide to sell your shares, the following will happen: the higher value that you are paid for it over the value of your initial contribution, is constitutive of income. This means that the shares are subject to the global complementary tax that will affect you as an individual shareholder. This is why it is convenient to update your contribution value to the company.
- Many times there are investors who wish to contribute funds to the company in exchange for a stake in the company. The most common way to do this is to issue new paying-in shares and have the investors subscribe to them in exchange for the funds.
Pro Tip: Check out our new Corporate Capital Increase Blog by clicking here.
Penalty for omission of registration requirements:
If any of the formalities required by law have been omitted, the amendment of the corporation will be null and void, i.e., it will have no effect. However, they may still produce effects among the shareholders and third parties as long as the nullity is not declared. Once declared null, the grantors of the null amendment will be liable to the third parties that contracted with the company.
The most common mistakes in the process of modifying a company are:
- Not having sufficient documentation to accredit the power of representation of the company and/or shareholders. Before the institutions.
- Forgetting to notify the SII of the modifications within the established term and incurring in fines.
- Failure to enter the articles amended by the Shareholders' Meeting in the system at www.tuempresaenundia.cl correctly.
- Failure to keep an updated shareholder registry.
The above formalities are very important, since otherwise the amendments will be considered absolutely null and void. However, they produce their effects among shareholders and before third parties as long as they are not declared null and void. Another important consequence is that once the amendment is declared null and void, the persons who granted the amendment become liable to third parties who contracted with the company.
5. What are the modifications that must be reported to the SII?
New: With the Tax Modernization reform, the following modifications must be reported within 2 months to the SII in the manner established in Article 68 final clause of the Tax Code, which establishes that:
Taxpayers must communicate to the Service, through the electronic tax folder, any modification to the information contained in the form for the commencement of activities within a period of two months from the date of the respective modification or, if applicable, from the date of the respective registration in the corresponding Commercial Registry, attaching to the electronic tax folder the background information on the modification. The electronic tax folder will contain a form with the fields required for updating the records.
Pursuant to the foregoing, the taxpayer shall comply with all the obligations to update the corresponding information, without the need for other procedures, and the Service shall update all the corresponding records and incorporate the background information into the aforementioned folder. In the same manner as indicated Law 21210 Art. 1 N° 31 b) D.O. 24.02.2020inthe preceding paragraph, for the same purposes and within the same term, taxpayers must notify the Service of the modifications of legal or conventional representatives with general powers of administration; modifications of capital, profit sharing agreements other than the participation in the capital stock and series of shares that grant rights for the preferential payment of dividends; modification of partners, shareholders or co-owners; mergers, including that produced by the reunion of the total participation of a company; divisions; and, transformations or conversion of an individual entrepreneur into a company.
Art 68, final clause Tax Code
- Modification of the Corporate Name.
- Change of address.
- Modification of the declared activity or line of business.
- Opening, change or closing of branch office.
- Modification of the postal address (P.O. Box or post office box).
- Entry, withdrawal or change of partners or co-owners (transfer of rights); modification of the percentage of participation in the capital and/or profits.
- Capital contribution of legal entities.
- Change of representatives and their addresses.
- Corporate transformations.
- Conversion from sole proprietorship to partnership.
- Contribution of all assets and liabilities to another company.
- Merger of companies.
- Absorption of companies.
- Division of companies.
5.1 SII Change Forms
Go to the SII with Form 3239 and its Annex 4416. They must be completed and submitted to the SII Unit of the Company's tax domicile.
If you do not know which is the corresponding Unit, check here.
5.2 What is the deadline for reporting to the SII?
The deadline for communicating these changes to the SII is within 2 months from the date of the modification of the data or background, or from the date of registration in the Commercial Registry, in the relevant cases.
The latter with the exception of the modification of the profit sharing percentage .
In this case, the deadline is January 31 of the year immediately following the year in which the modification was made and the Notice must be formalized in the form of filing at the Service Unit corresponding to the jurisdiction of the taxpayer's domicile.
Conclusion
The modifications of companies through the Company-in-a-Day system present particularities that must be taken into account. Given the different procedures, both notarial and in the web portals to which this process is subject, it is necessary to seek advice.
Low costs and the speed with which modifications can be obtained make this system an increasingly viable option.
The convenience of having the bylaws updated on the portal at www.escritorioempresa.cl and being able to access them in a single, updated and free document, makes this system attractive to modern SMEs.
At New Society Solutionswe believe that this system represents the future of our corporate law.
The truth is that the possibilities of modification are at the disposal of the drafting lawyers, being infinite.
The real challenge is to know how to translate this will into bylaws that are orderly and harmoniously drafted in the ever-controversial system of drafting company "forms" in one day.
If you have any doubts, questions or comments, do not hesitate to contact us and get in touch with us to make your SpA Modification (One Day Company).
]]>
Very complete information!
Hi María Jesus, thank you very much for your comment. Best regards!
[...] To learn step by step how to make a bylaws amendment, check out our post on Corporate Modification. [...]
[...] To learn step by step how to make a bylaws amendment, check out our post on Corporate Modification. [...]
[...] To learn step by step how to make a bylaws amendment, check out our post on Corporate Modification. [...]
Hello, I have a question. In order to increase the capital of the SpA, is it enough that in the amendment I indicate the contribution of the partners for this increase and indicate the amount to which the value of the shares increases?or should I issue new shares at the same original value?
Hi Cristian!
Thank you for your inquiry. There are several ways to increase the capital. The most common are:
1) By issuing new paying-in shares and having those who subscribe to those shares pay for them and;
2) Increasing the value of each share.
Shares may or may not have par value. In general they have no par value and simply represent the value of capital/shares.
There are other ways to increase capital such as balance sheet approval, revaluations and other financial methods.
Let me know if you have any other questions!
A question: If a SpA has only one partner or shareholder and would like to add two more, what should be done? What would be the correct procedure?
Thank you very much!
Hi Pedro!
If you want to add more shareholders you can definitely do it in two ways:
1) By holding share transfers.
2) Increasing the capital.
The first option does not require a by-laws amendment, unless you want to include any of the new shareholders as a director. In the latter case we can create a bylaws amendment and share transfer simultaneously to save costs.
The second option of capital increase is a modification of bylaws where new shares are issued and the new shareholders can subscribe them.
Do not hesitate to contact me by WhatsApp at +569 9884 63 48.
Greetings!
Friend a query, if I have a SPA and I am the only partner (since I was who constituted the company) but I want to make the capital contribution, I have to do the whole procedure of notary even if I am the sole shareholder? I remain attentive to your response, thank you very much. Thank you very much.
Hello Luis, sorry for the delay in answering.
It is correct, you must make a modification of the Bylaws in the form of an Act of Agreement of 100 percent of the shareholders (It is not necessary to give formality of a Shareholders Meeting).
This, done correctly, can save you money at the Notary's office.
If you need advice to increase the capital in an efficient and trubutariamente intelligent way, you can contact me at chernandez@nss.cl personally.
Best regards and I hope you find our answer helpful.
Clemente.
Hello, I have a partnership by shares, I am a single partner and I want to change the name of my society.
It was managed in the traditional way and I wanted to know if it is the same to change the name of the society I will have problems with the bank. also I understand that the name of the society is not the same as the change of corporate name, which would be to fill out the forms of SII.
Hello Cristian, thank you for your consultation. If when mentioning that you want to change the name of your company you are referring to its corporate name (bylaws and not the trademark), then a modification of the bylaws must be done with the legal formalities plus its publication and registration in the Registry. Regarding the Banks, you must inform them that the corporate name has been changed. In these cases you must also inform the SII presenting the documentation of the modification and the forms. If you have any additional questions, we also offer these services with fixed prices, quickly and efficiently.... Read more "
hello, some time ago a transfer of shares of a spa created by my company was made in one day, this was done in a notary where an annotation was made on that page (made by the notary) and then updated in the sii the transferred shares, my question is that the change of statute was not made, this is required to change it, can you change the statute after 10 months for changes made?
Hi Lorena,
We believe you should try, you should apply the changes that were agreed in the minutes or Modification meeting, in the company portal in one day, attaching the documents in the corresponding step.
Then the changes in the bylaws must be reported to the SII whenever applicable. There would be a fine of approx. 14 thousand pesos associated.
Best regards, I hope the information is useful.
Hello, good morning, I have a SpA where I am the only partner and at the time of incorporation it was established in the bylaws that the company had only one share and a capital stock amount of one million, however at the time of opening the account I was told that the company should have more than 1 share and therefore I must modify the bylaws to change the number of shares, however, in the notary's office they told me that I need the shareholders book to make the modification. The question is the following: how do I register this modification in the shareholder's book?... Read more "
Hello Mauricio,
You can register the amendment of the bylaws with its date, and simply change the number of shares held by the shareholder, without altering any capital.
I hope this solves your doubt.
Hello I have a SPA (we are 2 partners) and I am going to leave the company, in my replacement and for the same amount of shares will enter my daughter, the company was created in Company in a day can you tell me what steps I have to do, thank you!
Hi Sylvia, I will write you an email to solve your doubts.
Greetings and thanks for commenting!
I just want to congratulate you for your help, which has helped me a lot, thank you for your contributions.
Thanks to you Rafael! Helping Chilean SMEs is our mission.
Hello, good morning.
Almost 2 years ago I set up a Spa (one partner). At that time I put a capital and another "to find out" to 2 years. The issue is that I am not going to find out.
What do you do in this case?
Greetings.
Hi Carlos,
In this case, if the subscribed capital is not paid within the established term, a reduction of capital by right is required. This means that the capital of the company is understood to be reduced without the need to reform the bylaws. I recommend you to report this situation to the SII once the deadline has passed.
Greetings!
Hello, I would like to know if an S.p.A. can be modified to an E.I.R.L., thank you in advance for your answer, greetings!
Hello Yohana,
Yes, it is possible to transform a SpA to an EIRL. However, as the SpA admits only 1 shareholder, I recommend you to stay with the SpA.
Regards
Hello Clemente. Thanks for your information. Very good. From the bank they asked me to change the percentages of participation of SPA company in which I am a partner, to be able to have a company current account. My partner agrees. The bank told me that I should go to the notary's office to do this procedure, but at the notary's office they told me that I should do it on the page where the SPA company was created and with the number that they give me, I should go to the notary's office. Can you please tell me what and where I should do first.
Thank you in advance for your information
Hello Carola, thank you for your inquiry. The process that you have to carry out must be done both in the notary's office and in the online system, being somewhat cumbersome actually. We provide this service for $75,000 remotely, without having to go to Notary's offices or do anything in the system or in the SII. Anyway I leave you the information: 1) First you must go to the Notary, sign the purchase contract. In this contract I recommend you to use clauses to ensure that you can later recover your participation, for greater security. 2) Upload the annotation to the system. 3) Go to the Notary... Read more "
greetings, I created a company Spa in your company in one day, 77.022.312-1, I put several turns to not have to modify them later, but in the SII only let sales for less by mail internet and other means, it turns out that I am the sole shareholder and I want to change the address of the company, in the SII is already modified but I need to update it in your company in one day, it happened that the place where I was going to put my company did not want to give me the papers for the patent or for the SII :/ and I had to opt for the company address.... Read more "
Hi Paulina, I will send you an email.
Hello! I would like to ask the following question:
I have a SpA and I made a capital increase in April 2019, however, the official before SII did not file it correctly in the SII Portal and such management does not appear even though I have the form 3239 signed and stamped by the SII official that it was indeed managed and carried out. I must go again to the SII to correct this one year later (March 2020).
Will I be fined for this, even though the mistake was made by the official?
I appreciate your answer.
Regards
Dear,
I recommend you to go to the SII to regularize the situation. There should be no fine associated if you have the information update certificate.
Regards
I need to create a professional society, I will provide medical services, I created a spa and I was told that it is not useful to make fee slips, my doubt is if it is better for me to close that spa and make a limited society or modify that spa, whichever is easier, thank you.
Hi Vivian,
It is more tax efficient to use the SpA and invoice VAT exempt. This will fulfill the function of issuing tax documents and also the Shareholders Natural Persons who do not keep accounting records could take advantage of the benefits of the new ProPymes tax regimes. In Chile, companies are treated better than individuals in terms of taxation.
If this is not convenient for you and you still wish to issue "Boletas de Honorarios", I recommend you to transform it into a Limited Liability Company. We can help you with the latter.
Greetings!
I have a SpA company and I did it for my company in one day, I asked for a Cte account for the company and they told me that they could give me the current account but not a line of credit. The company's business is to be an intermediary of international money transfers and I think it will be necessary to have a good structure in the statute to deal with banks and financial institutions. In the bank they say that there is a legal void that in the format that the company delivers in one day does not mention this issue, so I have to modify the statute. I would like to know... Read more "
Hello Clara, I hope you are very well. In this case it is important to review the powers of administration granted to the legal representatives, to determine if within them was included the power to obtain lines of credit and enter into other money credit operations. If you would like more information you can send me an email to esaez@nss.cl
Greetings!
Hi. I am a shareholder in a one day company spa. In October 2019 I sold my shares and they raised the notation, but my shareholder partners did not accept my exit, so we did not hold the extraordinary meeting to raise the changes of that notation. My query is. Can that annotation be removed to leave it without effect?
Hi Ana, If the share purchase was made with all its formalities and was uploaded as an annotation to the system, then it is completely valid. Unless the bylaws or any shareholder agreement provides for some extra formality that was not complied with, then the purchase and sale is also valid. We remind that many times it is not necessary to hold a shareholders' meeting to withdraw as a shareholder. This will depend on the bylaws or covenants, if any. In short, you cannot remove an annotation, but you could generate a new document that does a back-sale and upload it as a... Read more "
good afternoon, I am the only partner of the spa, my question is:
I have a problem and I can no longer be the owner. for a few months can I transfer the company to another person for a period of time with a clause that is stipulated in the deed, where I remain only the owner, and then recover the company. or is it better to modify and sell the company?
Hi Oscar!
In your case, what we can do is to make a purchase and sale of shares so that you leave the Company as a shareholder, which contains a purchase option in your favor to recover the shares after a certain period of time or when certain conditions are fulfilled.
In addition, you can continue being a director and legal representative with this figure. It is important to consider whether the entities with which you deal with consider the proxy status factor for their decisions.
Best regards!
Hello
We created a SpA in August 2017, some partners did not pay their capital contribution, now we want to give it movement with new shareholders. What steps should I follow to eliminate the non active partners and who did not pay and enter new partners, can we increase the number of shareholders and the number of shares?
I look forward to hearing from you.
Thank you.
Hi Claudia!
In principle (without reviewing your particular case yet), if you could first decrease the capital to the shares that were paid (eliminating those that were not paid) and then make the operation of issuing new shares.
We will write to you personally.
Hello Clemente, good evening, with a partner we formed a SpA with a capital of 1 million divided into 20 shares where each one has 10 shares for a value of $500,000 each, I want to transfer my shares to this person and at the same time it is required to change the name but keep the SpA, how should we do? the company we created in tuempresaenundia.cl
thanks in advance!
Hello Mauricio,
Thank you for your question. We can carry out the operation by means of a Shareholders' Agreement Act that
a) changes the name of the company and;
b) contains at the same time a transfer of shares.
We use this with our clients to save notary costs and make the process faster. If you have any questions you can call me at +569 9884 63 48.
Greetings!
Hello good evening, a couple of questions:
We are two shareholders of a PYME constituidad as SPA, my partner who has the legal representation at the moment, will leave this society, and I will buy his participation, also during the operation I lend some money that I will capitalize. What are the steps and procedures that I must do this step to integrate all these movements and quickly within all... what is your suggestion?
Thank you very much.
Sldos!
Hello Felipe,
I will send you an email.
Anyway for our readers, I suggest a Shareholders' Resolution Act that contemplates an amendment of bylaws with transfer of shares and a capital increase.
Greetings!
Hello we have a SPA but as the article says we can not get a patent for the type of address of the domicile, the tax address indicated in the statutes is not suitable for exercise of commercial activities according to the municipality. My question is, if I use a virtual office, will I be able to get a patent or is it preferable to modify the spa? If so, what do you recommend for two shareholders who have a business selling office supplies? Greetings
Hi Cristian,
As you point out, it is possible to obtain a Virtual Office Service without the need to modify the bylaws. I recommend you a normal virtual office as long as you sell the office supplies in a non-wholesale tax business, otherwise, the SII will not let you prove domicile in an ordinary "office".
Greetings.
Dear, first of all thank you for the article, very complete. I have a question, I have a company created in a company in a day, with two partners, currently we want to make a labor contract to hire a person, any of the partners is able to sign that contract as a representative of the company, is it possible that I can sign the contract electronically acquired from the portal http://www.registrodeempresasysociedades.cl, and the person to hire concur to a notary with the contract signed electronically, greetings.
Hi Douglas! Thanks for reading the Blog and commenting. The answer is going to depend on the Administration of the Company and the powers of the administrators or managers. You can look at the administration if it is joint, indistinct, or both. If it is indistinct, then only one can sign, if it is joint, both must sign for the Company to be bound. Regarding your question of Notary's office, the answer is no, it is not possible to sign in the portal that you indicate. I recommend you to review the digital news of the Labor Inspection regarding the subscription of work contracts. If... Read more "
Hello, good afternoon, consultation... a company SPA, (with only 1 shareholder partner) must cease to be legal representative, for banking procedures. Can it only change the legal representative and appoint someone else?
Thank you very much
Hi Tania,
Yes you can stop being a representative and appoint a new one. However, sometimes banks require that both legal representatives and shareholders be accepted by the bank.
Greetings!
Dear first of all thank you for answering the doubts that arise.
We have a S.P.A. where we are four shareholder partners who at the same time are part of the board of directors of the company and I am the general manager, one of the partners wants to withdraw from the company, my question is what is the procedure to be followed for this? his shares must be distributed among the remaining shareholders or these are lost? this modification must be made through a shareholders meeting? thank you very much.
Hello Andres,
I will contact you via email to review your case.
Best regards!
Hello, I have a recently created and signed SPA, after signing it we were told that the address does not yet have a deed and that we must modify it. When making this change of address, should I still follow all the procedures mentioned? I have not yet made the start of activities in the SII.
Hi Katherine,
Modifying the domicile is a modification of the bylaws, so we must follow the procedure.
It is always recommended not to put an exact address, but only a commune and that the company can have more branches in the country or abroad.
Hello ,I want to make a query; I have a SPA I created it in March 2019 with RUT and everything.Resulto all wrong and never work it the Company is stand by,but now I want to activate it and with another turn can be done,ha also I have to make him change of address.
Hi Jorge,
If you want to start up the company, then I recommend you to review the line of business of the bylaws and the activities declared before the SII (adding and removing the lines of business).
If you need more information, do not hesitate to write to us at tfernandez@nss.cl (Tomás Fernández, lawyer).
Greetings and thank you for your consultation
Hello
I would like to know how to transform a SpA to an EIRL.
The company was created in tuempresaenundia.cl, I am its only shareholder, it has only one electronic purchase invoice in the SII portal and still has no sales.
Thank you very much for your help
Hello Marcelo,
The transformation of the SpA to an EIRL is done by means of a deed of amendment of bylaws, where the new bylaws of the EIRL formed must be reflected.
Since it is possible to maintain a SpA with only one shareholder, I recommend you to use it this way, and only modify and add shareholders' agreements when you have new members.
Greetings.
Hello, good morning. I am a partner of a SPA and due to the crisis that the country is going through, my partner decided to leave the business to dedicate himself to other things. We both have 50% of the shares and he is the legal representative, currently the company has a debt before the SII for this year's income tax return and due to the departure of my partner, I decided to assume that debt to see if I can rescue the company and continue with the activities when everything is normalized. For the same reason, I would need to know what is the procedure or protocol to carry out the... Read more "
Hello Carlos,
Thank you for writing us with your query. First of all, congratulations for your decision to persevere in these complicated moments.
Regarding your particular case, we will write to your email so we can help you in a better way.
Best regards!
Hello, I created my company app 2 months ago in company in a day, reading this article I have realized that I made several mistakes, my company is already running, but from what I read apparently I must modify the statute, if you can give me an email or contact number to communicate.
I will remain attentive.
Hello Anie,
I have written to your email so that we can better define your needs.
Best regards!
Hello!
I am part of a transport company in which we are two partners and when we made the spa, we did not add the truck to the company, now we must do it but we do not know how to incorporate it. The truck is in my name. How can we do this?
Hi Katherine,
The truck must be contributed in a capital increase to the Company. We can help you with these procedures.
Hi Clemente, Thank you for all the information you provide, it is very didactic. My question is the following: I created a company in one day almost a month ago in which I am the sole shareholder and legal representative. At the time of requesting electronic invoicing, SII did not authorize because my natural person routine was associated with a pending situation with SII. I appointed my wife as general manager, with all the powers in SII, except that she did not buy the shares from me, nor was she the legal representative, and the SII does not allow her to sign electronically to issue invoices. The problem is that we need... Read more "
Dear Marcelo,
I recommend you to designate as shareholder and RRLL a trusted person for the moment, through an amendment of bylaws, so that the SII can verify the feasibility of the invoicing and then later you can repurchase the shares and designate yourself as RRLL before the SII.
Regards
Hello,
We have problems to sign the Covid 19 credit with Santander bank because they indicate me that the powers to sign credits of the administrators are not in the deeds. Can it be modified quickly? Could you help me with a quote. We are two partners. I have this inconvenience in two corporate names SPA.
Thank you very much!
Hello Cristian,
Many greetings, our team will contact you right away to help you to obtain the Credit.
Hello,
I am setting up a transport company SPA, my question is what is the amount of capital that I must enter, given that I will buy the truck after I create the company so that it remains in the name of the company, under this logic I must put the amount of the purchase of the truck as capital ?
Hi Pablo,
I recommend you to start with a Low Initial Capital, and then at the moment of buying the truck in the name of the company, you have the option of:
1) Buy it on a personal basis and then increase the capital, paying for the increase with the in-kind contribution of the truck;
2) Buy it in the name of the company and account for it as a fixed asset and depreciate it or;
3) Buy it in the name of the company and declare it as an expense.
Depending on your personal and company income, you should review with your accountant which option best optimizes your credit and tax burden.
Greetings!
Hello! I have the following situation, my husband has a current partnership with a partner who has been out of Chile for two years, the company no longer works (for the same time) and there has been no way to close it from a distance. Is it possible for my husband to unilaterally dissociate or resign from the partnership? I appreciate your guidance!
Hi Gaby,
Unilaterally disassociating is not possible. You can either transfer the shares to another person or dissolve, liquidate and terminate the spin-off (always paying the taxes owed).
First of all, thank you very much for the previous answer.
I wanted to ask if I create the SPA and I put a single truck to work in cargo transportation, I can be taxed under the presumptive income regime or as SPA I am not entitled to this.
Hello Pablo,
Yes, it is possible, as long as at the moment of starting activities, you are under the Presumptive Income regime contemplated in Art. 34 of the Income Tax Law (LIR).
The LIR does not distinguish between the type of company to choose the regime, but the economic activity (transportation) and the limits of capital and income.
I hope this answer is helpful.
Dear, good afternoon, along with greetings and thanking you for all your work, I have a query; 18 months ago an SPA was constituted, of a single partner whose legal representative was a different person, due to several problems this legal representative stopped making efforts and functions to the company but never changed in the statutes of the above. today at the time of wanting to make collections through vouchers of previous services has not been able to make the withdrawal because the legal representative (and administrator in constitution) is the one that can only do it in the bank.... Read more "
Hi Waldo,
I recommend you to modify the bylaws quickly to remove that managing shareholder, elect the new representative of the company and then review the powers of administration so that it is possible to withdraw the funds from the Vale Vista.
You can call me at +569 98846348 if you need more advice, I am working on the weekend.
Regards
Hi Clemente, I need guidance in two situations: 1) A friend of mine has an EIRL and wants to change to an SPA, his line of business is technological, electronic and informatics consulting as well as minor works contractor. He must first create the SPA and then make the change to the EIRL? he wants to make the change due to the payment of taxes. 2) I own a SPA, we are 4 partners with 25 shares each, we want to add a fifth partner and be the five partners with 20 shares each, I must follow all the steps described? in addition we must change the name of the person who is with the SPA, we must change the name of the person who is with the EIRL, we must change the name of the person who is with the EIRL.... Read more "
Hello Elizabeth,
1) It is possible to transform the EIRL to an SPA, without the need to make a spinning term. This is the recommended option.
2) Regarding the modification and change of participation that you indicate, I would like to see the bylaws to make the best possible recommendation.
I will contact you by email.
Best regards!
I have a SpA (1 partner) for about a year, is it mandatory that the annual meeting is included in the first quarter of the year, which must be notarized, or can this point be changed so that it is not mandatory to hold an annual meeting? Thank you
Hi Ivonne,
Strictly speaking, it is an obligation and it is recommended to hold the Ordinary Shareholders' Meeting, since it is the equivalent of the technical inspection of your car; here the company's balance sheets and annual reports are approved, the capital is adjusted in relation to inflation, among other matters.
However, if it does not take place within the first four-month period, you can hold it later in the form of an Extraordinary Shareholders' Meeting.
Greetings!
What are the steps to follow to increase the capital in a spa I am only one partner and I do not intend to have more in the medium term.
Hello Pablo,
An amendment of the bylaws must be made, and previously it must be defined with which assets the capital increases are going to be paid; it can be in cash or in kind.
If the company has accumulated profits, the capital can also be increased by capitalizing these funds.
If you want you can call me at 9 884 63 48.
Greetings!
Hello, how are you? First of all thank you for the information provided on this page. Very complete and extremely useful. My situation is the following: I have a SpA created in company in one day (I still do not generate income), and during the first months of this year, I protocolized an agreement of purchase - sale of shares (with signatures before notaries). It turns out that the investor, who bought shares, is a foreigner without Chilean RUN, without domicile in the country and currently living outside Chile. However, we reached an agreement for an amount X after the transfer of shares. From the... Read more "
Hello!
Thank you for your comments. I would like to tell you that in order to validly complete the whole process, the new shareholder must obtain a Foreign Investor RUT, so that he/she can be a shareholder of Chilean companies.
I will write to your email.
Regards
Hello Clemente, Along with greetings, your page is extremely useful for those of us who are starting in the field of SMEs. My thanks in advance. Let me tell you about my situation: I have a SpA that I formed as a company in one day. During the first months of this year, I made an agreement of purchase - sale of shares notarized before a notary, in my city. It turns out that the investor, who bought the shares, does not have a national RUN, nor domicile in the country and currently lives outside Chile. That is to say, he is a foreigner. From the above, we do not know if we should add it to our Bylaws, or if we should add it to our Articles of Incorporation.... Read more "
Hello!
I will contact you by mail so we can review your situation in detail.
Regards
Hello Clemente, Along with greetings, your page is extremely useful for those of us who are starting in the field of SMEs. My thanks in advance. I have a SpA that I formed as a company in one day. During the first months of this year, I made an agreement of purchase - sale of shares notarized before a notary in my city. It turns out that the investor, who bought the shares, does not have a national RUN, nor domicile in the country and currently lives outside Chile, i.e., he is a foreigner. Can we add him to our bylaws with RUN, country and foreign domicile, and then give notice to the... Read more "
Good morning Clemente, we are a SpA and we have some partners who have subscribed their shares but these have not been paid, my question is if you can modify the statutes and establish that if not paid they will no longer be part of the society? And can I do this or should a lawyer do it? Thank you in advance
Hi Alfonso,
In case the subscribed shares are not paid within the term, you can collect them and, if they are not paid yet, the capital will be reduced as of right.
I still recommend you to record this in the minutes, we can help you if you require it.
Regards
Hello Clemente,
First of all, what a pleasure to read your answers to the many users who are learning about legal matters for our companies.
My question is: I have a Spa where I am the only partner and it was created in empresaenundia.cl . I want to change the corporate name and the activity of this and also has no issuance of invoices only reception. What do you suggest? Close the company and create another one or make all the modifications? How do I do it step by step?
Thank you very much!
Hi Leslie,
Thank you for your comment.
Have you already initiated activities, accredited domicile and verified activities?
If the tax situation is already regularized, I recommend you to modify the bylaws and perhaps the object or line of business before the SII, to then proceed with the necessary tax regularization to be invoicing.
I will send you an email.
Greetings!
Hello, I have a query, a company SpA was created in December 2017 with a single shareholder and a capital of 40 million(the shareholder does not know why they made the constitution with that high amount if they did not have much investment to do) that were understood paid at that instant according to deed, the start of activities was only made in April 2019 and had no movement and have not been made F29 declarations of 2019 nor F22 AT2020(for the business year 2019), the specific question is whether you can make a capital decrease to.... Read more "