Chile's Fintech Law (Ley 21.521): what it regulates and what it means for tokenizing

Ley 21.521, known as Ley Fintec, was published in the Official Gazette of Chile on January 4, 2023. It regulates seven financial services provided with technology, including crowdfunding, alternative transaction systems and custody; it creates the Open Finance System and entrusts the CMF with their registration, authorization and supervision.

If you are going to issue from Chile, in issuing tokenized securities from Chile you have the three routes, who maintains the register and how the issuance is prepared with HokenFi.

For an issuer, the starting point is this: the law regulates those who provide services, it does not create its own regime for issuing securities in token format. The complete country overview is in our guide to asset tokenization in Chile; here we analyze the law.

The law at a glance

Article 1 obliges the CMF to regulate with risk-based proportionality, modularity and technological neutrality. The latter matters for tokenizing: the CMF does not regulate the blockchain, it regulates the service, whether provided with a traditional database or a distributed ledger.

The seven services it regulates and what each one requires

According to Article 5, only those registered in the Registry of Financial Services Providers administered by the CMF may professionally provide these services. It must be a legal entity with an exclusive line of business, and international companies need a domicile in Chile. Banks and brokers already supervised may provide some without registering. In addition, each service requires prior authorization (Article 7):

Guarantees and minimum equity are not required from day one: they are activated upon reaching the business or customer volume set by the CMF. The Commission has 30 business days to resolve registration and up to six months for authorization. NCG 502 gave those already operating until February 3, 2025 to regularize their status.

Two definitions that determine which law applies to you

Article 3 defines virtual financial assets or crypto-assets as the digital representation of units of value, goods or services, except money, that can be transferred, stored or exchanged digitally. And it defines financial instrument broadly: it includes crypto-assets, securities not registered in the Securities Registry, derivatives and invoices, regardless of their medium. But it expressly excludes public offering securities.

Result: the same token can fall under two regimes. If it represents a share or a bond offered to the public, it is a public offering security and is governed by Ley 18.045 de Mercado de Valores, with registration in the Securities Registry. If not, it may be a financial instrument under Ley 21.521, and the services surrounding it require registration and authorization. The classification is made case by case and is the first question for your legal advisor in Chile (review what a security token is).

What changed in the Ley de Mercado de Valores

Article 32 of the Ley Fintec amended Ley 18.045. For an issuer, two changes stand out:

• New Article 4. The CMF may establish by general rule that certain offerings do not constitute a public offering, according to the number and type of investors, the means used and the amount. It may also exempt requirements or set less demanding versions when public trust is not compromised.
• New Title XXIX, simplified regime for debt securities. The CMF sets the conditions (issuer, amount, placement, type of investor). No fees are payable for registration, the Commission must rule within a maximum of 15 business days, the securities are enforceable and allow dematerialized issuance through book entries.

In addition, Ley 19.913 includes platforms, alternative trading systems, custodians and intermediaries as obligated subjects before the UAF. If your placement goes through them, count on KYC and anti-money laundering controls.

Open finance: relevant, although not for your issuance

Title III creates the Open Finance System: exchange of customer information between institutions with express consent, plus payment initiation services. NCG 514 develops it in stages, with a schedule that the CMF has extended. For an issuer, the effect is indirect, for example when verifying investors.

What it implies for tokenizing in Chile

1. Classify the token: public offering security (Ley 18.045) or financial instrument (Ley 21.521).
2. Choose the placement route: registered public offering, offering exempted by CMF rule, simplified debt regime or authorized crowdfunding platform.
3. Review the providers: the platform, the trading system and the custodian must be registered and authorized for that specific service.
4. Plan for compliance: investor information, KYC and reports to the UAF.

Mexico illustrates the contrast: its Ley para Regular las Instituciones de Tecnología Financiera (2018) authorizes full institutions, while Chile regulates by service, with a single registry and authorizations by activity. We develop this in Mexico's Fintech Law and tokenization.

Chilean framework vs. European route

There is no better route in the abstract. If your investors are in Chile and you issue in pesos or UF, the local framework makes sense. If you are looking for European investors or a recognized registry of tokenized securities, the Spanish route is an alternative; we explain it in tokenization for Latin American issuers and in what an ERIR is.

This content is informative and educational. It does not constitute legal, tax, or investment advice. Check the current version of each regulation in the BOE and on EUR-Lex.

HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.