/ CMF Ruling on the “More Women on Boards” Law: key guidelines for applying board gender quotas

Francisca Donoso
Senior Associate

Violeta Urzúa
Associate

On November 28, 2025, the Chilean Financial Market Commission (Comisión para el Mercado Financiero, the “CMF”) issued Official Letter No. 226,707 (the “Ruling”), through which it responded to a series of inquiries regarding the practical application of the amendments introduced to Law No. 18,046 on Corporations (the “Corporations Law”) by Law No. 21,757, known as the “More Women on Boards” Law (the “MWB Law”).

The Ruling is particularly relevant as it provides concrete interpretative guidance for the implementation of the maximum same-sex representation quota on corporate boards, especially in complex scenarios that may arise during the election, renewal, or replacement of directors.

Below is a summary of the main aspects clarified or specified by the Ruling, highlighting their practical relevance.

1. Compatibility of the MWB Law with the traditional board voting rules under the Corporations Law

The CMF confirms that the incorporation of new Article 31 bis into the Corporations Law does not repeal nor implicitly amend the general rules governing the election of directors set forth in Article 66 of the Corporations Law or Article 119(b) of the Corporations Regulations.

In particular, the CMF states that:

• It is possible that more than one voting round may be required at the same shareholders’ meeting if the first vote does not comply with the mandatory sex quota.
• However, the final composition of the board must always result from a single valid vote, namely, the vote that complies with the MWB Law.

This criterion dispels any doubts regarding potential regulatory incompatibility and reinforces that the repetition of voting rounds is an exceptional corrective mechanism, rather than a structural alteration of the board election system.

2. By-laws: flexibility to comply with the MWB Law

The Ruling clarifies that amendments to the company’s by-laws are not mandatory, provided that the existing by-law provisions allow compliance with the sex quota established by the MWB Law.

The CMF also expressly acknowledges that the by-laws—or the shareholders’ meeting itself—may provide for various mechanisms to facilitate compliance, such as:

• Candidate nomination systems.
• Candidate lists.
• Mechanisms ensuring the availability of a sufficient number of candidates of different sexs.

This interpretation introduces flexibility into the initial reading of the MWB Law and reduces the need for immediate by-law amendments, favoring a functional and reasonable application of the regulation.

3. Director vacancies and the obligation to maintain the quota

The CMF unequivocally states that when both a principal director and their alternate vacate their positions, and the board must appoint a replacement pursuant to Article 32 of the Corporations Law, the replacement must be of the same sex as the director being replaced. Otherwise, the company would be in breach of the applicable quota.

This criterion is directly based on Article 31 bis (c) of the Corporations Law. Accordingly, the Ruling confirms that the sex quota applies on an ongoing basis, and not only at the time of the initial board election, requiring companies to properly plan director replacements.

4. Vacancies of independent directors: dual legal compliance

In the specific case of a vacancy involving an independent director and their alternate, the Ruling clarifies that the company must:

• Apply the mechanism set forth in Article 32, fourth paragraph of the Corporations Law (i.e., appointing the candidate who obtained the next highest number of votes).
• At the same time, ensure compliance with the sex quota pursuant to Article 31 bis.

The CMF emphasizes that both rules must be complied with harmoniously, which may require a careful analysis of prior voting results and the sex impact of the replacement.

The Ruling constitutes a key regulatory interpretation for the operational implementation of the MWB Law, as it:

• Clarifies the interaction between the MWB Law and traditional corporate governance rules.
• Provides clear guidance for situations involving director vacancies and replacements.
• Reinforces the requirement of continuous compliance with the sex quota.
• Grants practical flexibility to shareholders’ meetings to remedy potential non-compliance.

Publicly held and special-purpose corporations should take these criteria into account in their director nomination, election, and succession processes, anticipating scenarios that could otherwise result in inadvertent breaches.

Review the Ruling here