On January 25, 2020, the Financial Market Commission (hereinafter, the “CMF”) published General Rule No. 451 (hereinafter, “NCG 451”), which establishes the conditions and procedure to be complied with to register debt securities (bonds, securitized bonds, convertible bonds, bills of exchange, and in general short or long term debt securities) under the automatic registration mode.
1. Conditions to register debt securities under the Automatic Registration modality.
Debt securities may be registered in the Securities Registry by means of the aforementioned modality, complying with the following conditions:
i. That the registration of the issuer in the Registry is in force on the day of the deposit of the issue whose registration is requested; and
ii. The registration of the issuer has been in force uninterruptedly during the 12 months prior to that date.
In the case of mutual funds and investment funds supervised by the CMF, it will be sufficient that at the time the application is made, it has the minimum net worth and number of participants required by Article 5 of Law 20,712.
Likewise, NCG 451 establishes that the automatic registration modality may not be used by issuers or administrators that, at the date of the application:
i. Have been charged with a possible violation of Article 65 of the Securities Market Law (hereinafter, the “LMV”), while the sanctioning procedure is pending resolution;
ii. That a sanctioning resolution has been issued by the CMF in accordance with the provisions of Article 65 of the LMV, unless three years or more have passed; or
iii. Those who have not yet sent their financial statements (in accordance with applicable regulations).
2. Procedure to be followed to make the registration:
Certain background information must be provided through the SEIL Module – Online Information Sending System – in accordance with the instructions contained in the Technical Sheet provided for such purposes on the CMF’s website.
Once the application for registration has been submitted, and after the applicant has made the corresponding declarations in accordance with the regulations issued by the CMF, the latter will proceed with the registration of the debt securities in the Securities Registry, issuing the corresponding certificate, after payment by the applicant of the registration fees.
The NCG 451 indicates that the instructions of this regulation are effective as of January 25, 2021. However, it adds that for those registration applications pending resolution by the CMF, the issuer must formally request the CMF to cancel them, and after the said request is accepted by means of an official letter from the CMF to that effect, the registration application must be reinstated.