How to check a Chilean company and the property it owns

Buying property in Chile through a Chilean company is a route some foreign buyers take, and it sometimes happens quickly: a local contact or the seller's side recommends it, a company is formed, the property is bought in its name and everyone moves on. Years later, the owner in the United States wants to sell, rent, refinance or simply know where things stand, and discovers that nobody has looked at the company in a long time. This guide explains how to check a Chilean company and the property it owns, which records to request and what each one tells you.

Short answer: a full check covers four things. First, that the company still legally exists, with a certificate from the Registry of Companies and Partnerships or from the Commercial Registry. Second, who represents it and who its shareholders are, with the certificates of the powers in force and the shareholder register. Third, its standing with the tax service (SII), including whether it files its annual return. And fourth, that the property is still in its name and free of liens, with the certificate of current ownership, the liens and encumbrances certificate and the property tax account. Much of this comes from public records and can be done without traveling.

The table summarizes where each answer comes from; the sections below explain each step.

Why the company needs its own review

When a property is bought through a company, you do not own the property. The company does. What you own are shares or an interest in the company. That has a practical consequence that many owners overlook: the property is only as sound as the company that holds it. A perfectly clean title is of little use if the company that holds it has lost its legal standing, if nobody has valid powers to sign for it, or if the tax service closed its registration years ago.

The opposite is also true. A company in perfect standing does not guarantee that the property is in order. The purchase may never have been registered, a mortgage or a court attachment may have been recorded, or the property tax may have gone unpaid. That is why a proper review looks at both, in that order: first the company, then the property.

Step 1: confirm the company still exists

The first question is where the company was formed, because Chile has two parallel registries and each issues its own certificates.

If the company was formed through the Registry of Companies and Partnerships, the online system often called "your company in a day," that registry issues its certificates electronically. The ones that matter here are the certificate of good standing (certificado de vigencia), the certificate of current articles (certificado de estatuto actualizado), which consolidates all amendments, and the certificate of annotations (certificado de anotaciones), which lists every change recorded since formation. They carry a verification code that anyone can check online, and the law gives them the value of a public instrument.

If the company was formed by public deed, the traditional route, its records are in the Commercial Registry of the Real Estate Registrar (Conservador de Bienes Raíces) for the place where it was registered. There you request the certificate of good standing of the company, which states that there is no record of its dissolution or termination, and a copy of the registration with its margin annotations, which shows every amendment noted next to the original entry. The Registrar will ask for the registration details: page (fojas), number and year.

If you do not know which registry applies, the company's formation documents will tell you. If you do not have them, the company's tax ID number and name are enough to start tracing the records.

Step 2: find out who controls it

A company acts through its representatives. Knowing who they are, and what they can sign, is the most important part of the review, because a representative with broad powers can sell or mortgage the property.

For a company in the Registry of Companies and Partnerships, the registry issues a certificate of powers in force. For a company in the traditional system, the Commercial Registry issues a certificate of a power in force. With these documents in hand, the questions are simple: Is the person named still the right one? Are they still reachable? Do their powers match what you want them to be able to do? Are there old powers, granted for a specific purchase years ago, that were never revoked?

The second question is who the shareholders are. In an SpA formed through the Registry of Companies and Partnerships, the shareholder register is kept in the registry itself, and share transfers must be recorded there. In a company formed by deed, the company keeps its own shareholder register. Either way, the rule that matters is that a share transfer takes effect against the company and third parties from the moment the new holder is recorded in the register. A transfer that was signed but never recorded can lead to disputes, and it is better found during a review than during a sale.

Step 3: check its standing with the tax service

The SII's public lookup, "Consultar situación tributaria de terceros," shows a company's tax ID, its registered name, the date of its start of activities, its current lines of business, the tax documents it has been authorized to issue and an "Observaciones" field where the SII records irregularities. It is a useful first look, and anyone can use it with the company's tax ID.

What it does not show are the company's tax returns. Every company that pays first category tax must file its annual income tax return whether or not it had any activity, and companies registered for VAT must also file a monthly return. To see whether those returns were filed, someone needs access to the company's account with the SII, which is normally in the hands of its representative.

This matters because a company that stops filing does not simply fade away. It remains subject to its tax obligations until it formally gives notice of the end of its business, and the SII can close its registration on its own initiative when a company stops filing for long periods. When that happens, selling the property or distributing the proceeds becomes harder, because the company first has to bring its situation up to date.

Step 4: check the property

The property is checked at the Real Estate Registrar where it is registered, with two certificates. The copy of the registration with current ownership (copia de inscripción con vigencia, or dominio vigente) shows who the current owner is. Check that the owner is your company, with its exact name, and not the seller or another company with a similar name. The certificate of mortgages, encumbrances and prohibitions, known as the GP certificate, shows mortgages, easements, court attachments and other court orders recorded against the property.

The third piece is the property tax (contribuciones). Using the property's tax roll number, the SII shows its assessed value and the Treasury shows whether any installments are unpaid. Unpaid property tax accrues interest and can end in collection proceedings, and any buyer will expect it to be paid before closing. We explain how this tax works in our guide to property tax in Chile.

Finally, it is worth checking the property on the ground: who is occupying it, whether its boundaries match the registered title and whether anything has been built without permits. If you own the property personally, the same checks apply, and we cover them in checking your Chilean property from abroad.

What a review can turn up

These are the issues a review is designed to catch, and each one has a solution if it is found in time:

• A company that has not filed tax returns for several years, or whose registration the SII has already closed.
• A representative who is no longer reachable, who has died or whose powers no longer reflect what the shareholders want.
• Old powers of attorney that are still in force and allow someone to act for the company.
• Share transfers that were agreed but never recorded in the shareholder register.
• A property whose purchase was never registered, or that carries a mortgage, court attachment or prohibition the owner did not know about.
• Unpaid property tax, or a tax roll that still lists the previous owner.

What we need from you to start

Very little. The company's name and tax ID number, the address or tax roll number of the property, and whatever documents you kept from the purchase: the formation documents, the purchase deed, any power of attorney you signed. Most of the certificates are public, so we can request them without a power from you. To review the company's tax returns, we need access granted by its representative or, if that is not possible, a power of attorney from the shareholders.

If the review shows that the company needs a new representative, the shareholders can appoint one according to the company's articles, and you can take part in that decision from the United States through an attorney in fact. We explain the options in our guide to signing a power of attorney in the U.S. for Chile.

Frequently asked questions

Can I check the company myself from the U.S.?

You can do part of it. The certificates from the Registry of Companies and Partnerships and the SII's public lookup are available online. Many Real Estate Registrars accept certificate requests online, but reading them requires familiarity with Chilean registry practice, and the company's tax returns are only visible to whoever has access to its account.

What if the company's representative cannot be found?

The shareholders can appoint a new representative following the company's articles. In an SpA with a single shareholder, that decision is simpler. Once the new appointment is formalized, the new representative can deal with the SII, the bank and the Real Estate Registrar.

The SII closed my company's registration. Can I still sell the property?

The company still owns the property, but the sale will require bringing its tax situation up to date first. The right path depends on what is missing, which is why the review comes before any decision to sell.

How do I know if I should keep the company or close it?

It depends on what you plan to do with the property and on the tax cost of each option. We compare both in our guide to holding Chilean property personally or through a company, and the tax side for U.S. residents in the tax treaty and your Chilean property.

How we can help

At Terreno en Regla we review Chilean companies that hold property and the property itself: legal existence, representatives and powers, shareholders, tax standing, ownership, liens and property tax, plus a check on the ground by our own surveyors when needed. If the company needs to be brought up to date, we handle it, and we can act as its representative in Chile. You can see how we work on our page for property holding companies and on our page for clients in the United States. A full check of the property, with a site visit, is our property check from abroad, and if you are also buying or selling, we carry out the title study.