[ESTABLISHING A BUSINESS ENTITY IN HUNGARY]
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Limited liability company (Kft.)
Private company limited by shares (Zrt.)
▪ Quotas are freely transferable among the members of the company; ▪ various restrictions can be adopted regarding the transferability of the business quotas to third parties (pre- emption right, consent of the members’ meeting, etc.); ▪ quotas may be transferred via a written contract between the seller and the purchaser. The purchase of the quota must be notified to the managing director of the company which must, upon such notification, register the new quotaholder in the members’ list of the company.
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Shares are freely transferable;
▪ certain restrictions may be adopted on the transferability of the shares which restrictions are only valid if indicated on the share certificate itself; ▪ physical shares may be transferred by physical delivery, together with a written endorsement; ▪ dematerialised shares are transferred via a transfer between securities accounts.
Transfer of ownership rights
▪ The supreme body of the company is the members’ meeting which is convened by the managing director;
▪ The supreme body of the company is the general meeting which is convened by the board of directors or the general director.
▪ the members’ meeting / general meeting has a quorum if at least half of the eligible votes is represented; ▪ if the articles / statues permit the members’ meeting / general meeting may be held by electronic means of communication; ▪ decisions falling within the scope of the members’ meeting / general meeting may also be made in a written form, without holding a meeting; ▪ generally, decisions are passed with a simple majority. In certain strategic decisions qualified (3/4) majority is required.
Supreme body
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The executive officers of the company are its managing directors; managing directors are, generally, elected by the members’ meeting; managing directors may act individually or form a body.
▪ The executive body of the company is its board of directors which consists of minimum three members; ▪ if the statutes so provide the company can elect a single executive officer (general director) instead of a board of directors.
Executive officers
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ILN Corporate Group – Establishing a Business Entity Series
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