Recently, the Financial Market Commission (CMF) issued a ruling responding to various inquiries made by a company regarding the application of Law No. 21,757, which seeks to promote greater participation by women on the boards of directors of entities regulated by the CMF.
Although the ruling (Official Letter No. 226707 of November 28, 2025) is addressed at a specific company, it is relevant because it contains the CMF’s first interpretation on the matter.
The following are some of the most relevant aspects of this CMF ruling:
Mechanisms for achieving the maximum participation quota by gender
The CMF addresses the scope of the requirement introduced in the new wording of Article 31 of the Chilean Corporations Law (“Ley de Sociedades Anónimas”)—which will enter into force on January 1, 2026—pursuant to which publicly held corporations and special corporations supervised by the CMF requires to include in their bylaws “mechanisms to achieve compliance” with the maximum proportion of individuals of the same gender at the time of the election of the board of directors at the shareholders’ meeting. Initially, this quota will be set at 80% (during the first three years), will then decrease to 70% (between the fourth and the sixth years), and thereafter will be fixed at 60%.
The requirement to amend the bylaws to establish “mechanisms” to achieve compliance with the maximum gender participation quota raises several questions, as the Corporations Law does not provide for specific mechanisms. As a result, uncertainty arises as to whether such mechanisms could override the legal rules governing the election of the board of directors, considering that the provisions of the Corporations Law prevail over any conflicting provisions of the bylaw.
In the CMF’s view, the inclusion in the bylaws of a mechanism consisting of repeating the election of directors until the suggested quota of men and women is met, is not incompatible with the legal rules governing the election of directors. Accordingly, the CMF concludes that this may be a mechanism to be incorporated into the bylaws.
The CMF also considers that another possible mechanism to be included in the bylaws is “the existence of candidate lists or nomination systems that allow the shareholders’ meeting to have a sufficient number of candidates of different genders.”
Need to amend the bylaws
With respect to the need to amend the bylaws in order to establish any of these mechanisms, the CMF states that such amendment is not required “as long as the quota remains suggested.”
Although the CMF does not provide further explanations in this regard, it may be interpreted that, for the time being, there is no obligation to amend the bylaws. Such amendment would only become necessary if the maximum gender participation quota were to become mandatory. This could occur only six years from now, following the market assessment to be conducted by the CMF pursuant to the parameters set forth in Article 31 bis of the Corporations Law, and only with respect to those companies for which, due to prior non-compliance with the suggested quota, such quota becomes mandatory.
This interpretation relieves publicly held corporations and special corporations supervised by the CMF from the requirement to amend their bylaws at this stage—a process that some of them had already begun.
CONTACT
Fernando Bravo
Partner
fbravo@prieto.cl
Emilia Papic
Associate
epapic@prieto.cl
*The information contained in this alert has been prepared for informational purposes only and does not constitute legal advice.
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prieto@prieto.cl
Alonso de Córdova 4355, piso 15, Vitacura, Santiago – Chile
+562 2280 5000
prieto@prieto.cl