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Civil Code – Chile

Relevant Sections
Title 33
Concerning
corporate entities.

Article. 545. A corporate entity is an artificial person wi th the capacity to exercise rights, enter into civil
obligations and of being represented judicially and extra-judicially.
There are two types of entities, co rporations and public charitable foundations. There are also other
corporate entities that incl ude features of both types.

Article 546. Foundations or corporations that are not established by virtue of a law or that have not been
approved by the President of the R epublic are not legal entities.
Article 547. Industrial corporations are not included in the provisions of this title; depending on their
nature, their rights and obligations are regulated by other titles of this Code and by the Code of
Commerce.
The provisions of this title are not applicable either to corporations or foundations governed by public law,
such as the Nation, the Public Treasury, municipalities, religious communities, and entities funded by the
Treasury. These corporations and foundations ar e governed by special laws and regulations.

Article 548. Bylaws and statutes established by co rporations themselves will be submitted for the
approval of the President of the Republic. The Presiden t will grant approval to those bylaws and statutes
approval provided that they are not contrary to the law, public order or to the morality and customary
behavior of the Nation.
In order to rectify possible harm to third parties, any one who may be harmed by a statute of a corporation
may appeal to the President. Third party recourse to justice will be expedited against any injury or
damage that the application of such statutes ha s caused or may cause, even after they have been
approved.

Article 549. The property of a corporation does not bel ong either in part or in total to any of the individuals
that compose the corporation; and, reciprocally, the debts of a corporation do not give the right for anyone
to partly or fully demand them of any of the individual s that compose the corporation; nor do they give
anyone the right to take action against the personal asse ts of the members of the corporation. Only the
property of the corporation is subject to such an action or demand.
However, members may expressly commit themselves to such obligations at the same time that the
corporation commits itself collectively to such obligations. In this circumstance, so long as the liability is
expressly stipulated, the members of the co rporation will be liable jointly and severally.
Unless the members of the corporation have expre ssly committed themselves, liability is not extended to
the successors of such members.
If a corporation is not a legal entity according to Article 546, its collective acts make liable each and all of
its members jointly and severally.

Article 550. According to its statutes, the number of voting members of the corporation that constitute a
quorum will be considered a majori ty of the entire corporation.
The will of the majority of the quoru m is the will of the corporation.
These provisions are not withstanding any modification of the statutes of the corporation concerning this
matter.

Not an official translation. 2005 Copyright by the International Center for Not-for-Profit Law.

Article 551. C orporations are represented by individuals who have been conferred this representative
capacity by law or by the bylaws of the corporat ion and in their absence by other agreements of the
corporation.

Article 552. As long as they do not exceed the lim its of their inherent power, the acts of the
representatives of corporations are acts of the corporation. If they exceed such limits, only the
representative is liable on a personal level for the acts.

Article 553. The statutes of a corporation are legally binding upo n the corporation itself. Its members are obliged to
comply with them, under the penalties that the statutes impose.

Article 554. Every corporation has the right to take corrective action over its members as conferred by and in
accordance with its statutes.
Article 555. Notwithstanding the stipulations of t he common law regarding the same offense, the offenses
of fraud, negligence and embezzlement in a corporation shall be prosecuted according to the statutes of
the corporation.
Article 556. Corporations shall acquire assets, property, and holdings of any kind and under any title.

Article 557. Repealed.

Article 558. Repealed.

Article 559. Corporations shall not dissolve themselv es without the approval of the same authority that
had the legal authority to bring them into existence. Howe ver, if they compromise the security or interests
of the State, or do not correspond to the purpose of the corporation, they shall be dissolved by a State
authority or by that which is stipulated by the law, despite the will of their members.

Article 560. If by death or other such accident, or if all of the members of a corporation are absent, or the number of
members is reduced to such a minimal number that the purpose for which the corporation was instituted can no
longer be fulfilled; and the statutes of the corporation did not foresee a way to reconstitute it in such a situation, it
will fall to the authority that brought the corporation into existence to dictate the way in which its reconstitution
shall take place.

Article 561. Upon dissolution of a corporation, their assets will be disposed of as prescribed in the statutes of the
corporation. If the corporation did not prescribe the manner of the disposal of assets, such assets will devolve to the
State, which has the obligation of using them in a manner consistent with the purpose of the corporate institution. It
will fall to the President of the Republic to provide guidance as to such purposes.

Article 562. Charitable foundations shall be administrated by a body of individuals and shall be governed by the
statutes dictated by the founders of the charity. In the event that the founders did not manifest their will as to the
purpose of the charity or had insufficiently done so, this de fect will be remedied by the President of the Republic.

Article 563. The stipulations found in articles 549 through 561 concerning corporations and the members that
compose them shall be applicable to charitable foundations and the individuals that administer them.
Article 564. The destruction of the assets destined fo r the maintenance of a foundation will result in the
extinction of the foundation.

Not an official translation. 2005 Copyright by the International Center for Not-for-Profit Law.