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Business & Corporate

Commercial & Shareholder Contracts in Chile

Agreements drafted under Chilean law, with the clauses that actually hold up when a Chilean judge reads them.

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Overview

What this involves

A contract translated from a US template and signed in Chile is not a Chilean contract. Governing-law and arbitration clauses that work in Delaware can be unenforceable or simply pointless here; penalty provisions may be reduced by a court; termination rights that look automatic may require judicial declaration.

We draft and review agreements against how they will actually be enforced in Chile — which changes what goes in the document and, just as often, what can safely be left out.

What we handle

Commercial agreements

Supply, distribution, agency, services, licensing and framework agreements, drafted or reviewed with the Chilean enforcement position in mind.

Shareholder agreements

Transfer restrictions, tag and drag rights, deadlock mechanisms, reserved matters and exit provisions — coordinated with the company's bylaws so the two do not contradict each other.

Dispute-resolution clauses

Choosing between Chilean courts and arbitration deliberately, with a clause that will be given effect rather than struck down.

Negotiation support

Sitting on your side of the table with the counterparty's Chilean counsel, and explaining to you in English what is actually being conceded.

Contract audit

Reviewing an existing portfolio of Chilean contracts to find the clauses that will not do what management believes they do.

From anywhere

How we run this for a client abroad

Assessment first

You send the documents you have. We tell you what applies, what it costs and how long it takes — before you commit to anything.

Power of attorney

Granted at a Chilean consulate or apostilled where you live. It lets us act for you in Chile without you travelling.

We file, you get updates

Our attorneys handle the filings and appearances in Chile. You get plain-English updates at every stage.

FAQ

Commercial & Shareholder Contracts — common questions

What English-speaking clients ask us most about this specific service.

Can our contract be governed by US law?

Between sophisticated commercial parties, choosing a foreign governing law is often possible — but it is not always effective, and it is a poor idea where the assets, the performance and the counterparty are all in Chile. Winning under New York law is of limited use if enforcement has to happen in a Chilean court anyway.

Do contracts have to be in Spanish?

Not necessarily for validity between the parties, but anything filed with a Chilean court or public authority will need a Spanish version, and discrepancies between language versions become the dispute. We usually recommend a bilingual document with one language expressly controlling.

Is a signed PDF enforceable in Chile?

Electronic contracting is recognized in Chile, though the evidentiary weight depends on the type of signature used and certain acts still require formalities such as notarization or a public deed. We flag which of your documents fall into that category before you rely on an emailed signature.

Should the shareholder agreement or the bylaws prevail?

They should not conflict in the first place — that is the most common defect we see. Bylaws are public and bind the company; the shareholder agreement is private and binds the shareholders. Drafting them together is what makes the protections actually work.

Talk to a Chilean lawyer about your contracts in Chile

Get an initial assessment in English — confidential, with no obligation.

Book your consultation now →

WhatsApp+56 9 5217 5304

Emailhola@oklegal.cl

HoursMon–Sat 09:00–20:00