Limited liability company (Korlátolt Felelősségű Társaság – Kft.)

Kft’s are founded with an initial capital consisting of capital contributions of a pre-determined value. The obligation of the members is limited to the provision of their initial capital contribution, and of other contributions set out in the memorandum of association. The members of a Kft are not liable for the Kft’s obligations, unless the Civil Code provides otherwise.

Private company limited by shares (Zártkörűen Müködő Részvénytársaság – Zrt.)

Zrt’s are founded with a share capital consisting of shares of a pre-determined number and nominal value. The shareholders’ obligations are limited to the provision of the nominal value or accounting value of their shares. The members of a Zrt are not liable for the Zrt’s obligations, unless the Civil Code provides otherwise. The shares of a Zrt cannot be listed on any stock exchange.

Only the shares of public company limited by shares (Nyilvánosan Működő Részvénytársaság – Nyrt) are listed on stock exchange. To create a Nyrt., a Zrt shall change its corporate form from private to public. That means that it is not possible to establish a public company limited by shares.

DATA, REQUIRED INFORMATION

• company’s name
• data of members/shareholders (in case of a foreign company, a copy of company register issued not earlier than 90 days with certified translation is required; in case of a foreign person a delegate must be appointed to collect the person’s official mail)
• data of managing director(s) (in case of foreign persons, a delegate must be appointed to collect the person’s official mail)
• registered office of the company (it is possible to provide registered office service)
• registered capital (cash / asset contribution)
• capital contribution of each members/shareholders
• scope of activities according to the list specified by Regulation (EC) No. 1893/2006 of the European Parliament and of the Council
• auditor (if appointed)
• supervisory board (if appointed)

The documents are drawn up by an attorney-at-law, and shall be submitted to the Registry Court within 30 days following the signature of the documents countersigned by the attorney-at-law. In practice, if all required documentation is available (including the translation of the company register where needed and the bank certificate on the payment of the capital) it is possible to submit the registration request at the Registry Court a few days following the signature of the documents. The registration usually – if there are no unexpected events, such as routine checks by the Tax Authority – takes place within approx. 14 days. During this period the society can operate as a so called pre-company (company under registration) with certain limitations.

MEMBERS/SHAREHOLDERS

The company may have one or more members/shareholders. The members/ shareholders can be natural or legal person (also foreigner company).

SHARE CAPITAL

The minimum amount of the share capital in case of a limited liability company is 3.000.000,- HUF (currently approx. 9000,- EUR), the minimum amount of a single share is 100.000,00 HUF.

The minimum amount of the share capital in case of a private company limited by shares is 5.000.000,- HUF (currently approx. 14.000,- EUR).

ADMINISTRATION

The managing director (one or more) of the limited liability company shall perform its activity in employment relationship or on the basis of a mandate.

The managing director may represent the company with sole signing right, while more managing directors may represent the company jointly or solely.

In case of private company limited by shares the administration may be performed by a management board consisting of three natural person or by a single managing director. The administration shall perform its activity in employment relationship or on the basis of a mandate.

COMPANY ORGANS

Decisions shall be taken by the general meeting in case of more members/shareholders or by the sole member/ shareholder. The method of decision-making may be specified in the deed of foundation.

The supervisory board should be appointed in case of more than 200 full-time employees on an annual average.

The first auditor may be indicated in the deed of foundation in case of necessity.

SERVICES, ANCILLARY COSTS

• legal expenses of company set up
• translations
• bank charges
• providing a registered service
• providing postal service
• accounting
• payroll

The cost of the above mentioned services is based on a personalised offer, but whereas necessary an approximately cost can be calculated.

TAXES (non-exhaustive)

Costs, registration fees:

In case of limited liability company: free of charge

In case of private company limited by shares: 50.000 HUF in case of simplified company establishment.

Legal representation:

In the procedure of company registration legal representation is obligatory.

The establishment procedure can be done

• personally in our law firm;
• remotely by signing the documents in front of a notary public or;
• remotely by signing the documents in front of our attorney-at-law via skype.

Certified translation services

Lajos Law Firm primarily offers legal services, but our Law Firm provides also certified translation services.

For further information please do not hesitate to contact us by phone (+361 331 6171) or e-mail (l.lajos@llf.hu) or contact us.