REPERTORY NUMBER:

CONSTITUTION OF COMPANY

[Company Name] LIMITED

In [city of granting the deed] of Chile, on [deed date], before me, [name of
Notary granting the deed, Chief Public Notary of the [Notary number] Notary of
[city of the Notary], located in this city, [street and number], appear: Mr. [name]
complete of Partner 1], [nationality], [marital status], [profession], [national ID number of
identity or identification document, if not Chilean], [address], and Mr. [full name of
Socio 2], [nationality], [marital status], [profession], [national identity card number or
identification document, if he/she is not Chilean], [address], the appearing adults,
who verify their identity with the respective identification cards, and state: that they are coming to establish a
limited liability company, hereinafter referred to as the 'Company', which will be governed by the provisions of
the law number three thousand nine hundred eighteen and its modifications and other relevant laws, and in
special, due to the provisions of the following statutes: CLAUSE ONE) TITLE ONE:
OF THE NAME, OBJECT, DOMICILE AND DURATION. ARTICLE ONE: The name or reason
The company's social purpose is [Company Name]. ARTICLE TWO: The Company will have the purpose of
develop, directly or through third parties, individually or together with others, the
siguientes actividades: [a) la compra, venta directa o cualquier modo de venta, permuta, consignación,
collection, importation, exportation, leasing, production and distribution of all kinds of goods and/or
services, national or foreign, wholesale or retail, applicable to any type of
industry, and other complementary and/or related activities including, without limitation,
exploitation in the country and/or abroad of invention patents, utility models, software,
computer programs, factory trademarks, industrial designs and models; b) carry out and develop
all kinds of investments and/or businesses on one's own or someone else's account, related to all types of goods,
movable or immovable, tangible or intangible, their exploitation, commercialization and/or management;
c) the exercise of all types of representations, mandates, commissions, and consignments of companies,
societies and/or individuals whether national or foreign; d) the carrying out of all those
commercial or industrial activities that are complementary or ancillary to the main business, and e)
any other activity agreed upon by the partners.] ARTICLE THREE: The domicile of the Company
it is the commune and city of [Santiago, Metropolitan Region], without prejudice to the possibility of establishing
agencies, branches or establishments in the rest of the country or abroad. ARTICLE FOUR:
The duration of the Company shall be [Nº] years from the date of this deed. This period shall
it will be tacitly and automatically extended for equal and successive periods of [ten years], unless one
the partners express their will to terminate the Company, through a public deed of the
that should be noted in the Commercial Register next to the registration of the Company, with
at least six months in advance, before the expiration of the original period or that of the extension that
Title Two: Of the Share Capital and Responsibility
OF THE PARTNERS. ARTICLE FIFTH: The capital of the Company is the amount of [Nº millions] of
pesos, which the partners are obliged to contribute and pay in the proportions and in the following manner: A)
[Partner Name 1] agrees to contribute the equivalent of fifty percent of the share capital, through
the contribution of two million pesos, which will be entered and paid to the social fund in cash, in addition to
to delay within a period of three years counted from the date of this deed and to the extent that it
require the social needs, and B) [Partner Name 2] is obliged to pay the equivalent of
fifty percent of the share capital, through the contribution of two million pesos, which will be deposited and
will pay the social security box in cash, no later than within a period of three years counted from the
date of this writing and as required by social needs. ARTICLE SIXTH:
La responsabilidad de los socios queda limitada al monto de sus respectivos aportes. TÍTULO
THIRD: ON ADMINISTRATION. ARTICLE SEVEN: The administration of the Society
and the use of its corporate name will correspond to [Partner Name 1], who will exercise it directly or through an intermediary.
of attorneys or delegates specially designated for this purpose by means of a public deed that is
will note in the margin of the social registration. The managing partner, acting individually and
separated, either by itself or through the representatives they designate for this purpose in accordance with the
this clause will have the broadest powers of administration and disposal, being able to exercise
the judicial and extrajudicial representation of the Company, in all matters, business, operations,
management, actions, trials, acts, contracts, etcetera that relate to its corporate purpose or are
necessary or conducive to their purposes. To this effect and without the following statement implying limitation
some faculties may: One) represent the Society judicially with each and every one of the
ordinary and extraordinary powers of the judicial mandate contemplated in both sections of the article
seven of the Civil Procedure Code, which includes the power to withdraw in first instance
from the deduced action, accept the counterclaim, absolve positions, renounce the resources and the
legal terms, to compromise, with explicit declaration that the power to compromise also includes the
extrajudicial transaction, to commit, to grant the arbitrators powers of arbitrators, to approve
judicial or extrajudicial agreements, receive, grant discounts or postponements; Two) represent
extrajudicially to the Society. To appear before all kinds of political, administrative authorities,
municipalities, public law bodies or institutions, tax or semi-tax authorities of
tax, social security or labor regulations, or private legal entities, whether natural or legal persons,
with all kinds of requests, memorials, and other documents that are necessary and to desist from their
requests, and especially, to request the granting of the Single Tax Role and to carry out the initiation
of the Society's activities, and request the stamping of their tickets, invoices, and accounting books. It
It hereby expresses that the power to represent the Society before the Tax Service
Interns can only be revoked through written communication to the referred Service; Three) withdraw from the
post offices, customs, land transport companies, maritime, air, all kinds of
correspondence, including certified mail, remittances, refunds, shipments, parcels, goods, pieces
postcards, etc., addressed to the Society; to sign the correspondence of the Society;
Four) on one's own or someone else's account, register intellectual, industrial property, brand names
commercials, industrial models, deducing oppositions or requesting nullities, and in general, carrying out
all the procedures and actions that are appropriate in relation to this matter; Five)
to establish agencies, branches or establishments in any part of the country or abroad,
designating the persons who should attend to them; Six) signing promise contracts, granting the
promised contracts and demand their compliance judicially or extrajudicially, related to movable property
or properties, tangible or intangible; Seven) to buy, sell, and exchange, and in general, to acquire and
to alienate by any title all kinds of movable or immovable property, tangible or intangible, including
securities, shares, bonds, debentures, public or commercial instruments, and rights of
any nature; Eight) to encumber the social assets with rights of use, usufruct, habitation,
etc.; or establish active or passive easements; Nine) to pledge movable goods, to give and receive in pledge,
values, rights and other corporeal or incorporeal things, whether in civil, commercial, or banking pledge
agricultural, industrial, without displacement, warrants, of movable property sold on credit or other special ones,
for the guarantee of social obligations, to cancel them and to lift such guarantees; Ten) to give and receive goods in
mortgage, defer mortgages, establish them with general guarantee clauses, for guarantee of
social obligations and raise them; Once) to give and take in leasing, management or concession all
class of goods, tangible and intangible, real estate or movable, enter into employment contracts, collective or
individuals, hire and fire workers, hire professional or technical services and assign them
term; to celebrate contracts for the construction of material work, for the lease of services, for
lease with an option to purchase, of transportation, of commission and of brokerage; Twelve) to participate in
the constitution of companies of any kind, nature or purpose, of communities, of associations
or participation accounts, of corporations, of cooperatives, enter the already established ones, represent
to the Society, with voice and vote, in all of them; to participate in the amendment, dissolution, and liquidation of
those of which I am a part and to exercise or renounce the actions that correspond to the Society in such matters
societies or communities without any limitation; Thirteen) to enter into insurance contracts, being able to agree
set risks, stipulate deadlines and other conditions, collect policies, endorse them and cancel them,
approve and challenge settlements of claims, etc.; Fourteen) assign and accept assignments of credit,
to nominative, to the order or to the bearer and, in general, to carry out all kinds of operations with
commercial documents, securities, public and commercial effects; Fifteen) to draw, to subscribe,
accept, reaccept, renew, extend, revalidate, discount, endorse, replace promissory notes, bills of exchange, and
other commercial documents, whether nominative, to order or bearer, in national currency or
foreign; Sixteen) to transfer, endorse in ownership, collect or guarantee, deposit, protest, cancel and
collect, transfer, extend and dispose in any form of checks, promissory notes, payment orders, vouchers and
other commercial, shipping or banking documents, whether nominative, to order or to bearer,
in national or foreign currency and exercise all actions that correspond to the Society in
relationship with such documents; Seventeen) accept and establish bonds, simple or joint, guarantees,
solidarity, and in general, all kinds of sureties and guarantees in favor of the Society, to secure
all kinds of obligations, civil, natural, commercial or of any nature; Eighteen) to raise or
cancel all types of sureties and guarantees in favor of the Company; Nineteen) collect and receive
judicially and extrajudicially all that is owed to the Company or may be owed to it in the future,
any title that it may be, for any cause or persons, whether natural or legal, of private law
or of public law, including the Treasury, in money, in other types of tangible or intangible assets,
property, furniture, securities, commercial papers, etc.; Twenty) to sign receipts, settlements and
cancellations and, in general, to subscribe, grant, sign, extend, modify, and endorse all kinds of
public or private documents, being able to make all the statements they deem
necessary or convenient; Twenty-one) to take out loans in any form with all kinds of
organizations or credit or promotional institutions, or financial, civil and commercial societies,
public law corporations or with private entities, national or foreign, whether in the form of
simple credits, documentary credits, advances against acceptance or in any other form. For this purpose,
they will represent the Society with the broadest powers required by banks and financial institutions;
Twenty-two) to give or take fungible things in mutual, stipulating or not interests, deadlines, guarantees and the
other conditions and modalities of such contracts in the capacity of lender or borrower; Twenty-three)
represent the Company in national or foreign banks and financial institutions, state or
particulars, with the broadest powers that are necessary; to give them instructions and to assign them
trust commissions; enter into current account contracts for deposit or credit,
being able to deposit, draw, and overdraw on them always with prior authorization of the overdraft by the
bank, whether by checks, payment orders or electronic transfers, to be informed of your
movement, modify them and terminate them or request their termination; approve and object to balances;
to request and withdraw checkbooks or loose checks; to take out loans, whether as credits in
current account, simple credits, documentary credits, advances against acceptance, overdrafts
credits in special accounts, contracting lines of credit in any other form; renting boxes of
security, open them and terminate their lease; open savings accounts, on demand, on term or
conditional, make deposits in them, withdraw funds totally or partially, close the accounts; place and
withdraw funds, whether in national or foreign currency, and securities in deposit, custody or guarantee or
cancel the respective certificates; take and cancel sight drafts, bank slips or slips of
guarantee and, in general, carry out all kinds of banking operations in national or foreign currency;
Twenty-four) to contract and carry out all kinds of foreign trade and currency exchange operations.
international, being empowered to represent the Society in all operations, proceedings,
procedures or actions related to imports and exports with commercial banks,
Central Bank of Chile and any other competent entity or authority may represent for that purpose.
and sign import and export records, open divisible or indivisible, revocable or
irrevocable, submit attached applications, explanatory letters, sworn statements, and any other
relevant documentation that may be required by the banks or by the Central Bank of Chile and request
the modification of the conditions under which a certain operation has been authorized; to authorize
charges in the current accounts of the Society due to foreign trade operations, to grant,
withdraw, endorse, transfer and negotiate in any form shipping documents, invoices and
knowledge and bill of lading and consular documents and, in general, carry out all acts and
carry out all operations that are conducive to the proper fulfillment of the assignment given to them
twenty-five) pay in cash, by payment in kind of movable goods, by consignation,
subrogation, assignment of assets, etcetera, everything that the Company owes for any reason and, in
general, extinguish obligations either by novation, remission, compensation, etc.; Twenty-six) to give and
to take goods in loan for use and exercise the actions that correspond to the Society; Twenty-seven) to give and
receive species on voluntary or necessary deposit or in seizure; twenty-eight) enter into contracts of
commission or brokerage; Twenty-nine) to enter into all kinds of futures contracts, swaps, options and in
general with derivative instruments; Thirty) to carry out all kinds of operations with companies
securitizers; Thirty-One) enter into any other contract, named or not; Thirty-Two)
to review mandates and general and special powers, to revoke them, to delegate and to resume, in whole or in part,
his powers as many times as deemed necessary. The managing partner and the attorney or attorneys that he
For the purposes of this clause, they may act on behalf of the Company in all
matters, business, operations, acts or contracts included in the ordinary or necessary routine or
leading to their purposes, being able for this purpose to stipulate prices, rents, remuneration, fees, set
payment methods, delivery, capacity, boundaries, deadlines, etc., to agree on all kinds of agreements or
stipulations, whether they are of essence, of nature, or merely accidental; to receive and deliver,
demand accountability; exercise and waive all rights and actions in such matters,
acts or contracts that pertain to the Company, and sign all deeds and public documents or
necessary private ones. TITLE FOUR: OF THE BALANCE AND OF THE PROFITS AND
LOSSES. ARTICLE EIGHT: On the thirty-first of December of each year, the Society will practice
a balance sheet and an income statement for the respective financial year.
profits and losses of the Company shall be distributed among the partners in proportion to their respective
contributions, with the express limitation of liability stipulated in Article Sixth. TITLE
FIFTH: ON DISSOLUTION, LIQUIDATION, AND ARBITRATION. ARTICLE
Ninth: The Society will be dissolved early by unanimous agreement of the partners or by
any other legal cause. ARTICLE TENTH: The liquidation of the Company will be carried out
common agreement by the partners, who as liquidators will have all rights, powers and
obligations that are prescribed by law for these positions. ARTICLE ELEVEN: All the
difficulties and differences that arise between the partners or between them and the Company due to
interpretation, execution, compliance, resolution, termination, validity, nullity, or any other
material that is derived directly or indirectly from these statutes, whether during the validity of the
Society, due to its dissolution or liquidation, will be resolved in a single instance by an arbitrator.
mixed designated by mutual agreement of the parties, who will act as the arbitrator regarding the
procedure and of law regarding the ruling, without the form of trial, the parties adhering to the
procedure that this determines, with shareholders waiving from now on the filing of any
resource that could be filed against its resolutions, including that of cassation or complaint. If not
If there is an agreement on the name of the arbitrator, the parties grant irrevocable special power to the Chamber.
de Comercio de Santiago A.G., para que, a solicitud escrita de cualquiera de ellas, designe a un árbitro
of law among the attorneys comprising the arbitration body of the Arbitration and Mediation Center of
Santiago. In this case, the arbitration will be conducted in accordance with the applicable Arbitration Procedural Regulations.
from the Arbitration and Mediation Center of Santiago. The arbitrator is specifically empowered to
resolve all matters related to your competence and/or jurisdiction. TITLE SIXTH: OF THE
SUPPLEMENTARY PROVISIONS. ARTICLE TWELFTH: The Society may
contract with any of its partners. ARTICLE THIRTEENTH: The parties stipulate from
then the prohibition established by the article will not apply to the partners of this Company
four hundred four number four of the Commercial Code and, consequently, the partners may
freely carry out private operations in one's own name or on behalf of third parties of any kind
species. Nevertheless, any of the partners may oppose the others from proceeding
unconsummated operations, when they cause a manifest and certain harm to the Company.
In case of disagreement, the arbitrator designated in these statutes will decide, and mere opposition
will suspend the execution of the projected operations until its ruling. The violation of the latter will
incur the offender in the sanction provided in the second section of article four hundred four number
four of the Commercial Code. ARTICLE FOURTEENTH: The Company shall not be dissolved as
consequence of the death of one of the partners, continuing with the surviving partners and the
successors of the deceased partner. The Company will also not be dissolved as a result of bankruptcy,
insolvency, incapacity, judicial or extrajudicial agreement of any of the partners, continuing with the
surviving partners and with the creditors of the failed, insolvent, incapacitated partner or regarding whom
has approved a judicial or pre-judicial agreement. Within ninety days following the occurrence
any of the mentioned circumstances, the successors by any title and/or the administrators of the
partners, as appropriate, must appoint a common representative to represent them in the Company.
The appointed representative will not have administrative powers nor may use the business name, but may
monitor the progress of businesses with the powers and authorities granted by the Code of
Trade. The designation will only be enforceable against the Company when it is made by public deed and
it shall be notified through a Notary Public. In the indicated cases, all powers of
administration and social representation of the deceased, bankrupt, incapacitated, or insolvent partner, or regarding the
which has approved a judicial or pre-judicial agreement, or of whom represents their rights in the
Society, they will be automatically transferred to the other partners. CLAUSE TWO) ARTICLE
FIRST TRANSITIONAL. One.- For the purposes provided in Article Seventh of the social pact,
[Partner Name 1], in his capacity as managing partner of the Company, appoints as his representative in
the administration of the Society to Mr. [proxy name], who acts individually and
Individually, he/she may exercise all and each of the powers established in the seventh clause.
of the social pact. Two.- It is expressly stated that the present stipulation contains the
designation of the representative or attorney-in-fact of the managing partner in the administration of the Company
it will not be considered an integral part of the social pact. The managing partner may, therefore, in
at any time, freely revoke or replace the appointed attorney through a deed
public that will be noted in the margin of the registration of the extract of the Constitution of the Company in the
Business Registry of your registered office. Thirdly, it is also explicitly stated that the
the appointment of a representative in the management of the Company that is carried out here is without prejudice to the
direct administration that the managing partner can exercise on their own, in such a way that the partner
the administrator may exercise the management of the Company at any time and without it
import the revocation of this appointment of attorney. Four.- On the other hand, regarding
the designation of a representative or attorney-in-fact that is made here, the inclusion of the person's name
designated in the authorized extract of this deed which will be published in the Official Gazette and
registered in the Commercial Register of Santiago in compliance with the applicable law, will be considered
sufficient to comply with the provisions in the social pact. CLAUSE THREE) It
authorizes the bearer of a certified copy of this deed or an extract of it to request and
sign the registrations, sub-registrations, and annotations that proceed in the Commercial Register of
Real Estate Trustee corresponding and to carry out the publications and other procedures
related to the legalization of the Society being established. Likewise, the following is specifically authorized to
[name of the official] acting individually and separately requests the Unique Tax Role
carry out the initiation of activities procedures for the Company. Draft prepared by the lawyer
[lawyer's name]. Upon proof and prior reading, the parties sign. A copy is provided. This sheet
corresponds to the constitution of the company of [Company Name]. I certify.

____________________________________
[Partner Name 1]
C.N.I. ____________________________

________________________________________
[Partner Name 2]
C.N.I. __________________________