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Modifications of Company Rules in the Civil Code

Modifications of Company Rules in the Civil Code

Hungary
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Several modifications of the company rules in the Hungarian Civil Code entered into force with effect of 1 January 2022. One of the most important changes is that the rules on additional payment (in Hungarian: “potbefizetes”), which were applicable only for limited liability companies, have been transferred to the common rules of companies, resulting in that the possibility to require additional payment from the members is available also for general partnerships, limited partnerships and private limited companies.

According to the new rules on limited liability companies, one member might have more business shares, but even if a member has more business shares, it shall be considered as one member towards the company and the connected voting rights shall be calculated together.

The member’s obligation to provide contribution is also modified. If a member failed to provide the cash contribution in full, the company is still entitled to decide on dividend, however, it cannot be paid to a member who has not yet provided its cash contribution, but it must be settled against the cash contribution not yet provided. Furthermore, the member of the supervisory board might also be a legal person. In this case, the legal person shall designate a natural person who performs the duties.

By Eszter Ila-Horvath, Attorney at Law, KCG Partners Law Firm

Hungary Knowledge Partner

Nagy és Trócsányi was founded in 1991, turned into limited professional partnership (in Hungarian: ügyvédi iroda) in 1992, with the aim of offering sophisticated legal services. The firm continues to seek excellence in a comprehensive and modern practice, which spans international commercial and business law. 

The firm’s lawyers provide clients with advice and representation in an active, thoughtful and ethical manner, with a real understanding of clients‘ business needs and the markets in which they operate.

The firm is one of the largest home-grown independent law firms in Hungary. Currently Nagy és Trócsányi has 26 lawyers out of which there are 8 active partners. All partners are equity partners.

Nagy és Trócsányi is a legal entity and registered with the Budapest Bar Association. All lawyers of the Budapest office are either members of, or registered as clerks with, the Budapest Bar Association. Several of the firm’s lawyers are admitted attorneys or registered as legal consultants in New York.

The firm advises a broad range of clients, including numerous multinational corporations. 

Our activity focuses on the following practice areas: M&A, company law, litigation and dispute resolution, real estate law, banking and finance, project financing, insolvency and restructuring, venture capital investment, taxation, competition, utilities, energy, media and telecommunication.

Nagy és Trócsányi is the exclusive member firm in Hungary for Lex Mundi – the world’s leading network of independent law firms with in-depth experience in 100+countries worldwide.

The firm advises a broad range of clients, including numerous multinational corporations. Among our key clients are: OTP Bank, Sberbank, Erste Bank, Scania, KS ORKA, Mannvit, DAF Trucks, Booking.com, Museum of Fine Arts of Budapest, Hungarian Post Pte Ltd, Hiventures, Strabag, CPI Hungary, Givaudan, Marks & Spencer, CBA.

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