Chile has long presented one of Latin America's most open environments for cross-border capital. That environment is shifting. New foreign investment screening rules introduce mandatory prior notification obligations that apply broadly across strategic sectors. International companies that miss the notification window risk transaction nullification and administrative penalties under Chile's updated investment legislation.
Chile's foreign investment screening regime now requires prior notification to the designated national authority before completing acquisitions that meet defined threshold criteria in sensitive sectors. The obligation applies to transactions where the foreign acquirer reaches a material ownership stake in Chilean entities operating in sectors classified as strategic. Affected parties must submit notifications before closing, with the review period running up to 45 business days from receipt of a complete filing.
This alert sets out what changed, which business categories are affected, and the immediate steps international companies should take to remain compliant.
What changed – the new notification regime and its effective date
Chile's investment legislation has been amended to establish a formal pre-closing screening mechanism for foreign direct investment. The reform came into force in early 2025. It creates a structured review process administered by a dedicated inter-ministerial committee.
Previously, Chile operated largely under a notification-light regime. Foreign investors filed post-closing reports in most cases. The new rules reverse that approach. Prior authorisation – or a declaration of no objection – is now required before the transaction can legally close in covered sectors.
The key instrument is the mandatory notification form. Investors must submit full corporate ownership charts, the ultimate beneficial owner structure, the source and nature of funding, and a description of the target's activities in Chile. Incomplete submissions are returned without starting the review clock. That procedural point matters: the 45-business-day review period begins only upon receipt of a complete filing.
The securities offering and capital markets dimensions of this reform are significant. Transactions involving listed Chilean companies – including ofertas públicas de adquisición (public tender offers) in the local market – fall within scope where the sector and threshold criteria are met. Disclosure obligations under Chile's securities legislation run concurrently. A foreign acquirer conducting an IPO-linked acquisition or a secondary listing transaction must coordinate screening notifications with prospectus and disclosure timelines.
For context on how comparable screening regimes operate in other markets, the alert on foreign investment screening in the United States outlines the CFIUS process and its transaction-level parallels.
Who is affected – threshold criteria and covered sectors
The screening obligation is not universal. It targets transactions meeting two cumulative conditions: a sectoral criterion and a size criterion.
On the sectoral side, the following categories are expressly within scope:
- Critical infrastructure – energy generation, transmission, and distribution networks
- Telecommunications and digital infrastructure, including data centres
- Mining of strategic minerals, including lithium and copper assets
- Financial institutions, including investment funds and regulated banking entities
- Water and sanitation concessions
On the size side, the notification threshold is triggered when a foreign investor acquires – directly or indirectly – a material ownership stake in a Chilean entity active in those sectors. The threshold is assessed on a cumulative basis. Serial acquisitions by the same investor group that individually fall below the threshold may collectively trigger notification obligations once aggregated.
Investment fund structures deserve particular attention. Where a foreign fund acquires a position through a Chilean-domiciled vehicle, the screening authority looks through to the ultimate beneficial owner. Sovereign wealth funds and state-controlled entities face heightened scrutiny regardless of the transaction size, reflecting national security considerations embedded in the legislation.
Companies without current Chilean exposure should note that the rules also apply to greenfield investments above defined capital commitment levels in covered sectors. The obligation is not confined to acquisitions of existing Chilean businesses.
For companies with broader financial services activity in Chile, our analysis of banking and finance matters in Chile covers the regulatory perimeter for supervised entities and the intersection with investment legislation.
To discuss whether your transaction triggers the new notification requirement, contact us at info@ferrazwhitmore.com.
What to do now – immediate actions for international companies
Companies with pending or planned transactions in Chile should act promptly. The following steps address the most time-sensitive compliance obligations.
Conduct a sector and threshold assessment. Map the target's Chilean activities against the covered sector list. Confirm whether cumulative ownership positions across related entities have reached or will reach the notification threshold.
Audit beneficial ownership documentation. The screening authority requires complete upstream ownership charts to the ultimate beneficial owner level. Prepare these now – assembling multi-layer corporate structure evidence takes time, particularly for fund vehicles with multiple layers of foreign holding entities.
Align transaction timelines with the 45-business-day review window. Build the review period into the deal timetable. Signing-to-closing periods that assume a standard 30-day window will be structurally insufficient. Longstop dates and material adverse change provisions should reflect the extended timeline.
Coordinate with capital markets disclosure obligations. Where the target is a listed company, the screening notification and the prospectus or continuous disclosure obligations under securities legislation run on separate tracks. Each has its own filing deadline. Failure to satisfy both in parallel creates independent enforcement exposure.
Review existing investments for retroactive scope. The transitional provisions of the new legislation require existing foreign investors in covered sectors to file confirmatory notifications within a defined period if they hold stakes above the threshold. Do not assume pre-existing positions are grandfathered without legal review.
For a full review of your transaction's notification obligations under Chile's investment screening regime, reach out to our team at info@ferrazwhitmore.com.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our capital markets and cross-border investment practice supports international investors, investment funds, and in-house legal teams managing transactions in Chile and across Latin American markets. Engaging a lawyer in Chile with cross-border experience is essential when investment screening timelines intersect with securities offering and disclosure obligations. As an international law firm with deep roots in civil law systems, we combine Iberian and Latin American market knowledge with international transaction expertise. Our capital markets practice in Chile covers the full regulatory perimeter from listing requirements to foreign investment compliance. To discuss your transaction and the new notification requirements, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.