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

Library of the National Congress

Identification Number: DTO-110
Publication date: 03.20.1979
Enactment date: 01.17.1979
Government entity: Ministry of Justice
Last modification: DTO-679, JUSTICIA 02.13.2004

ENACTMENT OF THE REGULATIONS FOR GRANTING RECOGNITION OF LEGAL ENTITY
STATUS TO CORPORATIONS AND FOUNDATIONS SET FORTH HEREIN

Santiago, January 17, 1979. Today the following regulations were enacted:

Number 110. Having considered the provisions established in Article 10, No 1, of Law Decree
No 527, Published in the Offici al Journal dated June 26, 1974;

Decree:

Article 1. The approval of the st atutes of corporations and foundations to which Title 33, Book 1
of the Civil Code refers, as well as the modifi cations introduced to them and the agreements
adopted with respect to their disso lution and the termination of their legal entity status, shall be
processed in accordance with the provisions of this Regulation.

With respect to corporate entities

Article 2. Corporations shall be constituted by an instrument adapted into a document of public
record. This instrument of a private nature sh all be signed by all the founders and identified
through a unique national or tax identification nu mber [Corporate ID Number]. The instrument
shall also contain the articles of incorporation, the statutes by which the corporation shall be
governed and the power vested in the person resp onsible for adapting this instrument into a
document of public record. The instrument shall include the request approval process of the
statutes of the corporation and the acceptance of the modifications that the President of the
Republic proposes to introduce to the statutes.

However, for the purpose of granting legal entity status to corporations that are ruled by the
standardized statutes approved by the Ministry of Justice, they shall be governed by the
provisions of Article 29 of this Regulation.

Article 3. Except when the Secretary is locate d in a metropolitan area, the request for the
granting of legal entity status shall be accompanied by a notarized copy of the respective
document of public record and shall be directed to the President of the Republic through the
Ministry of Justice or the Regional Ministerial Secretary of Justice.

The request shall be made through the auspices of an attorney legally authorized to engage in this
action.

The same exception established in the second paragraph of the previous article will apply to that
which is set forth in the first paragraph of this article.

Article 4. The bylaws of every corporation shall include:

1. An accurate record of the na me and domicile of the entity;
2. The purposes that the corporation intends to pursue and the economic means that the
corporation has to achieve them;
3. The different classifications of its partners , as well as their rights and obligations, the
conditions for incorporation and the ba sis for exclusion of members; and
4. The bodies responsible for the administration, operation and control of the corporation, as
well as their competencies and the nu mber of members that compose them.

Article 5. Legal entity status will not be granted to corporations that have the same name as a
natural person or their pseudonym unless that pe rson and her/his inheritors expressly accept the
name through a private agreement legalized by a notar y or in the alternative, twenty years have
transpired since the death of the person in question. This benefit shall not be granted to
corporations whose name is the same as or sim ilar to another already existing corporation in the
same province.

This provision shall also not be applied to Fire Departments or to Lions and Rotary Clubs that
may be established throughout the country.

Article 6. Corporations shall not establish union or for-profit purposes, or the same purposes of
those entities that sh all be governed by their own legal statutes.

Notwithstanding the above, these entities shall be allowed to promote, practice and develop
through all available means any effort for social assistance or for the benefit of the community
and to collaborate with institutions legally constit uted in all matters pertaining to the pursuit of
their goals.

Article 7. Corporation shall have the necessary economic means to guarantee the fulfillment of
their objectives. This assertion shall be established before the Ministry of Justice through a
notarized affidavit from the President and th e Secretary of the Boards of Directors.

This may be additionally established by such instruments as time deposits, certified checks,
certified bank documents, savings account statements and other similar payment instruments.

An economic source of a corporation may consist of ordinary and extraordinary admission or
incorporation fees. Admission, inco rporation and ordinary fees shall be determined at the
ordinary general meetings of members, and extr aordinary fees during the extraordinary meetings
convened by the Board of Directors.

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

In either situation, the minimum and maximum valu e of these fees shall be stated in the bylaws
of the corporation, and they may be expressed in the adjustable economic unit officially in effect.

With respect to each partner, incorporation fees shall only be established on a one-time basis.
Extraordinary fees shall onl y be allocated to or invested in the objective that gave rise to the fee.

Article 8. Only by order of the Ministry of Just ice and within a three-day period counted from
the receipt of the notice, the Se rvice of Civil Registry and Iden tification [Servicio de Registro
Civil e Identificación] shall be informed of th e personal background of the members of the Board
of Directors.

Unless otherwise expressly indicat ed in a statutory provision, directors shall not be individuals
who have been convicted for a crime or simple fe lony within fifteen years prior to the date of
their intended appointment.

Article 9. The provisions of article s 10 to 19 of this Regulation shall be included in the bylaws of
every corporation; and except for the second pa ragraph of articles 11, 17 and 18, these provisions
may be modified or substituted by others who govern matters to which these paragraphs refer.

However, corporations that so request by prio r notice to the State Defense Council, may be
subject to the rules of the sta ndardized statutes approved by supr eme decree of the Ministry of
Justice.

Article 10. The Board of Directors of a corporation shall be elected at the general meeting of
members, with each member voting as one single person. The individuals that obtain the largest
number of votes in a single vote up to the maxi mum number of directors, shall be appointed.

Article 11. The Board of Directors of a corporation shall appoint from its members at least the
President, Secretary and Treas urer during their first session.

The President of the Board of Directors shall also be the President of the corporation. In this
capacity s/he will also exercise the right of lega l representation of the corporation, judicially and
extra-judicially, and shall have all the competencies established by the bylaws.

Article12. The Board of Directors shall hold its meetings with an absolute majority of its
members. Its decisions shall be adopted by the absolu te majority of those present. In case of ties,
the vote of whoever is pr esiding will be decisive.

Article13. In case of the death, ab sence, resignation or impossibility of a director to perform
his/her responsibilities, the Bo ard of Directors shall appoint a replacement whose appointment
will continue only through the remainder of the term of the replaced director.

Article14. The Board of Directors will have the following competencies and duties:

1. Direct the corporation and manage its assets;

2. Convene the ordinary general meetings of members, as well as the extraordinary meetings as
necessary, or as pursuant to the written re quest of one-third of the members of the
corporation. The purpose of such m eetings shall be indicated;
3. Submit to the approval of the members attendi ng the ordinary general meetings the bylaws
needed to govern the functioning of the corpor ation and all the affairs and business that the
Board of Directors considers necessary;
4. Fulfill the agreements reached at the ordinary general meetings; and
5. During the corresponding ordinary general mee ting, submit written reports of the investment
of the funds and the state of the corporation for the periods that the Bo ard of Directors, as
such, perform their functions.

Article15. Deliberations and decisions of the Board of Directors shall be recorded in a special
book of proceedings, which shall be signed by all the directors attending the meeting. Directors
who may wish to reserve their objection to any act or decision, sha ll put their opposition on
record in the book.

Article16. The general meetings of members sha ll be ordinary and extraordinary. The former
shall be held at the times and frequency established in the bylaws, while the latter shall be held
whenever the needs of the corporation require th em. Only decisions on the matters indicated in
the notice of meeting shall be made.

The provision of reports of the Board of Direct ors and the election of a new Board shall take
place in an ordinary meeting of members that the bylaws establishes for that particular purpose.

The modification of the bylaws and the dissolution of the corporation shall only be addressed in
an extraordinary meeting of members.

Article17. Within ten days prior to the date of the meeting, the convening of the general meetings
of members shall be promulgated through a notice publishe d twice in a newspaper located in the
province where the corporation is domiciled, or in a newspaper of the capital city of the region if
there are not any newspapers in the province.

A second meeting shall not be c onvened in the same notice if the first meeting does not take
place due to a lack of a quorum.

Article18. An ordinary general meeting convened through the first notice of meeting shall be
held with the absolute majority of members of the corpor ation and through a second notice of
meeting with the ones attending. Decisions shall be adopted with the absolute majority of the
attending members.

The dissolution of the corporation or the modification of its bylaws shall only be agreed upon by
two-thirds of the attending members.

Deliberations and agreements of the Board of Directors shall be recorded in a book of
proceedings kept by the Secretary. The minutes sha ll be signed by the President, the Secretary or

Not an official translation. 2005 Copyright by the International Center for Not-for-Profit Law.
by their representatives and by the attendees or by three representatives appointed by the
members during the general meeting.

The members attending the general meeting may reco rd in the minutes their claims for mistakes
of procedure with respect to the conveni ng, constitution and functioning of the meeting.

Article 19. General meetings shall be presided by the President of the Corporation and the
Secretary of the Board shall also serve as the Secretary of the general meetings or whoever
replaces them.

Article 20. The Ministry of Justi ce shall authorize corporations to record the deliberations and
decisions of their Board of Directors in the book of proceedings through recording methods that
will not permit detachment of the numbered sheets of the book. The authorization shall be
granted if in the judgment of the Ministry of Justice these methods offer or assure the security
measures that the Ministry determines necessa ry to guarantee that the numbered pages remain
collated and to avoid any deletion or alteration that may affect the accuracy of the minutes.

In using this power, the Ministry may at any time revoke the authorization granted to
corporations or the Ministry may require new gu arantees or assurances for the corporation to
continue using these methods to record the minutes in the book of proceedings.

Note:

Paragraph 1 of the Supreme Decree N° 411 of the Ministry of Justice, published in the Official
Journal dated June 8, 1992 –which modifi ed Supreme Decree No. 923 of 1981, of the
aforementioned Ministry-, grants the Regional Mi nisterial Secretaries of Justice the power to
sign in their corres ponding regions the exempt resolutions th at authorize corporations to record
the deliberations and decisions of their Board of Directors and the general meetings in their book
of proceedings through recording methods that will not permit detachment of the numbered
sheets of the book. When signing, the Regional Ministerial Secretaries shall use the phrase “By
order of the Ministry of Justice”. The authorizations shall be granted only if in the judgment of
the Ministry of Justice, the af orementioned methods offer or assu re security measures that the
Ministry determines necessary to ensure that pa ges remain collated and to avoid any deletion or
alteration that may affect the accuracy of the minutes.

In using this power, the Ministry may at any time revoke the authorization granted to
corporations or the Ministry may require new gu arantees or assurances for the corporation to
continue using these methods to record the minutes in the book of proceedings.

The above is in accordance with th e provisions of this article.

Article 21. The Ministry of Justice shall request from the compet ent authorities and entities the
reports legally required or thos e that with a well-founded reason consider necessary to make a
decision with respect to a benefit previously obtained by request. Among these reports, the
Ministry of Justice may request the Report of the State Defense C ouncil, except that in this last
case it referred to entities govern ed by standardized statutes.

If the reports that the Ministry of Justice requires were not made available within a term of 10
business days, the Ministry shall make a decision without them.

Article22. The Regional Ministerial Secretaries of Justice shall require reports issued in their
regions and, subsequently, raise the corres ponding background documentation to the State
Secretary of the Ministry of Justice for a definitive decision.

Paragraph eliminated.

Article 23. Based upon the merit of the s ubmitted respective background documents, the
President of the Republic shall grant or deny the approval requested.

In all cases, the President shall request a ny modifications considered necessary. These
modifications shall be accepted and recorded in a document of public record, without which the
corresponding decree shall not be enacted. The modifications re quired shall be submitted to the
Ministry of Justice within a maximum time peri od of 3 years, counted from the day the notice
was given to the interested pa rties. After this period, all background documentation will be
archived.

In cases that qualify, the Presiden t of the Republic may disregard one or more requirements and
processes established in this Regulation. Under these circumst ances, the decree shall be well-
founded.

Article 24. A request for approval of the modificati on of the statutes of a corporation, adapted
into a document of public record, shall be accomp anied by the minutes of the general meeting of
members in which such modification was agreed upon. In accordance with the provisions set
forth in Article 18, the minutes shall record the members attending and the assertions formulated.
The general meeting shall be held with the attenda nce of a notary or any legally authorized civil-
law notary public, who shall certify the fact that all formalities established by the statutes for
such modification have been fulfilled.

The approval of such modifications shall follow the same procedures for the approval of the
statutes. However, the President of the Republic ma y disregard the reports that he shall consider
unnecessary.

Paragraph eliminated

Corporations shall not substantially alter their statuary purposes a nd it shall be the responsibility
of the President of the Republic to dete rmine whether this circumstance occurs.

The head of the Registry of Legal Entities [Registro de Personas Jurídicas] of the Ministry of
Justice, or the Guardian of the National Archive, if appropriate, shall certify the authenticity of
the statutes in effect that shall accompany the request for approval.

Not an official translation. 2005 Copyright by the International Center for Not-for-Profit Law.
Article 25. The President of the Republic shall revoke the status of legal entity of a corporation at
any time he considers the corporation opposes to the laws, the public order or the customary
behavior of the nation, or does not fulfill the purposes for which it was constituted or commits
grave infractions to its own statutes.

However, this measure shall become without effect if within the three months following the date
of publication of the decr ee of revocation, it is proven that such termination was due to an error
of fact.

The Ministry of Justice may itself or through other State agencies, conduct the appropriate
investigation to verify the facts that substantia ted the termination or similarly, to confirm the
existence of the error of fact to wh ich the previous paragraph refers.

Article 26. The approval of the agre ement by which a corporation is dissolved shall be subject to
the same requirements or forma lities set forth in Article 24.

Article 27. The decree that grants juridical personality or that a pproves the modifications of the
statutes or the agreement of dissolution of a corporation, shall be published in the Official
Journal and shall only produce le gal effects from the date of its publication. Costs incurred in
this proceeding shall be born by the requesting party.

Article 28. The Ministry of Justi ce shall send a copy of the decree that approve the dissolution of
a corporation or that order the termination of its juridical personality to the corresponding
Regional Ministerial Secretary of Ju stice and the Provincial Governor.

If the statutes of a corporation did not prescribe the manner of the disposal of assets, the Ministry
of Land and Settlements shall be responsible for the assets that exist and are included in an
inventory at the time of the dissolution. These asse ts will be under the custody of the Ministry of
Land and Settlements until the President of the Republic allocates them in accordance with
Article 561 of the Civil Code.

A copy of such an inventory shall be forwar ded to the Ministry of Justice forthwith.

Article 29. Notwithstanding other rules that may be applicable, corporations that opt for the
standardized statutes approved by the Ministry of Justice shall be subject to the following rules
to obtain their legal status:

1.- Once the blanks of the template of standa rdized statutes are filled in, notarize the
corresponding copy of such statutes as provide d by the Ministry of Justice. It shall be
necessary to submit at least th ree copies to the office of the notary, so that one copy duly
certified remains in the possession of the reques ting party as a faithful copy of the instrument
notarized.
2.- The third copy certified by the notary sha ll accompany the request for legal status.

Concerning Foundations

Article 30. The precepts contained in Articles 3, 5, 6, 8, 11,12, 15, 20, 21, 22, 23, 24, 25, 26, 27
and 28 of this Regulation are applicable to foundations.

Article 31. The statutes of any foundation shall include:

a) The name, domicile and period of incorporation of the entity;
b) A summary of the purpose of the foundation;
c) The assets that compose its resources;
d) The provisions that establish who constitute s its administrative bodies and how these will be
integrated;
e) The competencies of the members of such administrative bodies; and
f) The provisions related to a ny alteration to or the dissolution of the entity and indicating the
institution to which its assets will be devolved in the event of its dissolution.

Article 32. When it is necessary to supplement the statutes of a foundation, its administrators
shall submit to the President of the Republic a proposal whereby the modifications or new
principles necessary to introduce are contained.

The corresponding request shall be processed in accordance with that which is established in
Article 24.

The President of the Republic may require that the statutes of a foundation created by a
testamentary act be supplemented to ensure continuance of its administ ration and the effective
separation of assets with the corresponding succession.

Article 33. Pursuant to the request of the ad ministrators of a foundation, which shall be
accompanied by the minutes of the Directorate or the Board of Directors and adapted into a
document of public record in which the agreem ent is included or by own initiative of the
administrators in agreement w ith Article 25, the President of the Republic may terminate the
legal status of a foundation. The Pr esident shall also terminate such legal status when the assets
destined for the maintenance of a foundation are destroyed.

General Provisions

Article 34. With prior notice to the State Defens e Council, the President of the Republic shall
authorize corporations or foundatio ns that have obtained their legal status abroad to carry out
activities in the country, as long as they observe the Chilean laws and are not contrary to the
public order or the customar y behavior of the nation.

The approval request for such an authorization shall include the following information:

a) The purpose of the entity, i ndicating the activities intended to be carried out in Chile;
b) The time period in which the entity will carry out activities in the country;
c) The domicile that the entity will have in Chile;

Not an official translation. 2005 Copyright by the International Center for Not-for-Profit Law.
d) The name and domicile of the representative of the entity in Chile and his/her competencies;
and
e) A statement of the representative by which s/he commits to inform the President of the Republic of any alteration made to the entity, particularly those modifications related to its
activities in the country, as well as any change in the representation of the entity in question.

The request shall also be accompanie d by the following background documents:

1. The power of attorney that the corporation or foundation gr ants to the person who shall
represent them in the country. The power of attorney shall expressly state that the
representative will operate in Chile under the legal authority and economic resources of the
entity; and
2. An official document from the competent aut hority in Chile stating that the corporation or
foundation obtained their legal status, and that is in effect at the time of the request.

These documents shall be submitted duly notarized and, if they were not in Spanish, they shall be
officially translated.

Prior to publication in the Official Journal, the decree that authorizes these entities to carry out
activities in Chile will produce the same effect th an the decree that grants legal status to the
corporations and foundations created in the country.

The Ministry of Justice will incorporate the de crees enacted in accordance with the previous
paragraphs to the Registry to which Article 37 of this Regulation refers.

Article 35. Whenever he considers it appropriate , the President of the Republic shall terminate
the authorization to which th e previous paragraph refers.

Article 36. The oversight of the co rporations and foundations to which this Regulation refers will
belong to the Ministry of Justi ce. In exercising this competen ce, the Ministry shall require
corporations and foundations to submit for its consideration the minutes of their meetings,
financial statements, reports approved, accounting books, inventories, payrolls and any type of
report related to their activities. A time period w ill be established for such submission. Failure to
submit the complete background documentation in a timely manner shall enable the Ministry to
demand through a written order from the Sub-secretary of Justice the immediate submission of
such documents.

Upon receipt of the reports, the Ministry of Justice shall demand the correction of verified
infractions by corporations and foundations. Adequa te procedures shall be established for that
purpose. Prior establishment of rational and fair procedures, if those who hold a position in a
competent internal body of the corporation have seriously compromised the social or economic
integrity of the corporation or foundation or in th e case of the President, and especially if s/he
has not convened the general meeting of members wh en s/he is obligated to do so, if appropriate,
the Ministry shall order the competent internal body of the corporation or foundation to apply the
disciplinary or corrective measures affecting all partners or members of the corporation or
foundation. According to the statute, these measures shall imply the expulsion of the partner or

the suspension or removal of one or more of the members of the Board of Directors or its
president.

The non-fulfillment of a directive of the Ministry of Justice with respect to the previous third
paragraph, shall be sufficient reason to termin ate the legal status of the corporation or
foundation.

Article 37. The Ministry of Jus tice shall keep a registry of corporate entities in which
corporations and foundations whose statutes have been approved will register, indicating the
number and date of the enactment and publication of the decree that grants their legal status in
the Official Journal; as well as who approved the modifications to their statutes, who terminated
their legal status, who approved and ordered a dissolution; and w ho directed their assets to
another institution or to the State.

In addition, and with respect to each corpora tion or foundation, the registry shall include:

a) The province where it is domiciled;
b) The place where its headquarters is located;
c) The date of the public document or the notar ized document that records the statutes approved
and the name of the notary before whom the st atutes have been authorized and notarized;
d) The purpose of the corporation or foundation in accordance with their statutes; and
e) The list of the curren t Board of Directors.

Article 38. Pursuant to the request of its Presid ent or Secretary, the Ministry of Justice will
certify the legal effect of the ju ridical personality of corporations or foundations, as long as of
the date of the request they have fulfilled th e obligations set forth in this Regulation.

Article 39. Repeals Supreme Decree No. 1540, da ted May 20, 1966 and its modifications.

Article 40. This Regulation will enter into effect on the date of its publication in the Official
Journal.

Transitory Provisions

Article 1. Within a six-month peri od counted from the date of the legal effect of this Regulation,
corporations and foundations with legal status granted in comp liance with provisions of Title
XXXIII of Book 1 of the Civil C ode shall submit to the Ministry of Justice the background
documentation to which items a), b), c), d) and e) of paragraph 2 of Article 37 refer. This
obligation will not be applicable to corporati ons and foundations that had previously submitted
the aforementioned background documents.

The non-fulfillment of this obligatio n shall enable the President of the Republic to terminate the
corresponding legal status.

Article 2. That which is established in Article 29 of this Regulation will be applicable once the
Ministry of Justice enacts the supreme decrees that approve the standardized statutes.

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

This Regulation shall be duly noted and published. AUGUSTO PINOCHET UGARTE, General
the Army.- Mónica Madariaga Gutié rrez, Minister of Justice.

I transcribe the above for your information.
Best regards, Lautaro Téllez Ruiz, S ub-Secretary of Subrogating Justice.