International Battery Metals Ltd (IBATF)

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Sociedad por Acciones

A Sociedad por Acciones (SpA) is a relatively new type of entity to Chile, which is similar to an SA but can be established with just one shareholder, including a trustee company and/or its unit holders (in their own right). The SpA was created in response to a need for a corporate vehicle to encourage the establishment and growth of small and mid-sized businesses. It seeks to combine the flexibility in management with the structure of rights and obligations prevailing in a S.A. SpAs have greater autonomy as to what their by-laws may provide as compared with the S.A. (the SpA Constitution is much simpler). Many of our bigger corporate clients are now electing to set up an SpA and, depending on the proposed make-up of the Chilean entity, we generally now recommend this as a good and practical option.

Tax wise, SpAs are treated equally to SAs. While untested due to its novelty, the SpA follows the general guidelines of Act 18,046/1981 (like the SA) but provides greater flexibility with fewer formalities than the SA. Notable differences are that a SpA may re-purchase shares of its own capital more flexibly than an SA, sell its shares without the formalities of an SA and does not need to have a Board of Directors (it may instead have a sole Director known as an “Administrator”). If the SpA does have a Board of Directors, there is no obligation to hold any Board of Director meetings, as long as the bylaws permit this. An SA requires that the Board of Directors meet annually.

The SpA’s obligations are basically two: to appoint a general manager and to hold ordinary shareholder meetings. All others matters are subject to the norms applicable to the SA (as stated above – Act 18,046/1981), including the liability of the shareholders which is limited to the size of their shareholdings

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