ILN: ESTABLISHING A BUSINESS ENTITY: AN INTERNATIONAL GUIDE

[ESTABLISHING A BUSINESS ENTITY IN HUNGARY]

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In this case, all documents must be signed with an EIDAS compliant qualified electronic signature and thus, no further notarial certification or apostille required. 4. Private companies limited by shares (zrt.) 4.1 Company name

4.3 Shareholders’ rights

The membership rights in a zrt. are represented by shares. The shares are considered as securities and may exist in physical (printed) or in dematerialised form. In the latter case shares are recorded on the securities account of the shareholder. If not provided otherwise, the extent of voting rights, rights to dividend and other shareholder’s rights are linked to the nominal value of the share.

The designation „ zártkörűen működő részvénytársaság ” (private company limited by shares) or its abbreviation „ zrt .” must be indicated in the company’s name.

4.4 Special rights

4.2 Capital requirements

Preferred shares may be issued by the company to its shareholders. The Civil Code does not set out such an exhaustive list of preferential rights, enabling the shareholders to resolve on issuing preferred shares with any desired preferential rights, without any restriction. In addition to preferred shares, other special types of shares (e.g., employee shares, interest bearing shares, redeemable shares, etc.) may be issued by the company. transferable, however certain restrictions may be imposed on the transferability of the shares by the shareholders. Such 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 debiting and crediting the securities accounts of the respective shareholders.

The minimum amount of the registered capital is HUF 5,000,000 (approximately EUR 13,000) which can be provided as cash or as an in-kind contribution. The cash part of the contribution must be at least 30% of the total contribution. An in-kind contribution may be any marketable thing of value or intellectual work, any intangible property or any claim that is recognised by the debtor or that has been granted by a final and definitive court decision. If any of the shareholders provides an in-kind contribution to the registered capital of the respective company, the actual value of such in-kind contribution must be certified in writing by an independent auditor. Hungarian law also enables the shareholders of a zrt. to denominate the registered capital of the respective company in EUR or USD. In such a case, the books of the company must also be kept, and the annual report must be prepared in the same currency. There are no restrictions on the nominal value of the shares.

4.5 Transfer of ownership rights Shares are freely

ILN Corporate Group – Establishing a Business Entity Series

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