[ESTABLISHING A BUSINESS ENTITY IN HUNGARY]
253
4.6 Supreme body
the company exceeds 200 on annual average.
The supreme body of a private company limited by shares is the general meeting which is convened by the board of directors or the chief executive officer. The general meeting has a quorum if at least half of the eligible votes are represented. If the statutes permit so, the general meeting may be held by electronic means of communication. The decisions falling within the scope of the general meeting may also be made in a written form, without holding a meeting. Generally, the decisions of the general meeting are passed with simple majority, although the Civil Code require that certain strategic decisions must be resolved with qualified (75%) majority. The shareholders may stipulate higher majority requirements for certain decisions in the statutes.
4.9 Auditor
The appointment of an auditor is only mandatory if the company’s yearly revenues exceed HUF 300 million or the company employs more than 50 employees or if the company is obliged to prepare a consolidated financial statement. The auditor is elected by the supreme body of the company for a maximum term of 5 (five) calendar years starting from the date of the appointment.
5. Documentation for company establishment In this section we give a practical overview of the required documents for the incorporation of a company in Hungary. 5.1 Documents prepared by legal counsel
and to be signed by the founders or the executive officers of the companies are: 5.1.1 constitutive document (Articles of association/Statutes/Deed of foundation – depending on the respective company form); 5.1.2 power of attorney given to the attorney representing the company in the court of registration procedure (this is an obligatory document as the company must be represented by an attorney or a legal counsel in the course of the court of registration procedure); 5.1.3 declaration of acceptance of the executive officers/supervisory board members/auditor (the appointments will only
4.7 Executive officers
The executive body of a private company limited by shares is its board of directors which consists of a minimum of three natural person members. If the statutes provide, the company can elect a single chief executive officer instead of a board of directors.
4.8 Supervisory board
The election of a supervisory board is only mandatory if it is requested by the shareholders controlling at least five per cent of the total votes or if the number of full-time employees of
ILN Corporate Group – Establishing a Business Entity Series
Made with FlippingBook Ebook Creator