Welcome to Dr. Nemes Tamas Law Firm!

Many people and companies start new businesses in Hungary each year using our services. Our law firm has a range of start-up services and may be able to help you. This site is designed to help you understand some of the issues associated with formation of a company.

Dr. Nemes Tamas Law Firm is specialized in Limited Company, Limited Partnership, Company limited by shares and Commercial Representative Company formations in Hungary.

Some of the several benefits of the hungarian incorporation system and tax rules:

- One day electronic registration

- One day EU VAT validation

- 10% corporate income tax

Click here for more details (requirements, tax rates) of doing business in Hungary.


There are several ways to settle your business in Hungary:

1. Establishing a Limited Liability Company or a Company Limited by Shares;

2. Register your Company 's Hungarian Commercial Representative Office;

3. Register your Company 's Hungarian Seat Address

Both procedure are electronic, establishing the Ltd is faster and cheaper, it takes only one day to get registered. We provide full service, also VAT registration. The Eu VATnumber and also the Hungarian tax number will be valid at the same day of the company registration.

Limited Liability Companies

Limited liability companies are business associations founded with an initial capital consisting of capital contributions of a pre-determined amount, in the case of which the obligation of members to the company extends only to the provision of their capital contributions, and to other possible contributions as set forth in the articles of association. Members shall not be liable for the obligations of the company.

The designation "limited liability company" or its abbreviation "kft.", shall be indicated in the company's name.

Initial Capital

The amount of initial capital may not be less than 3.000.000.- Huf (around 10.000.- EUR) I'ts not obligation to provide the initial capital at the time of the registration of the company.

Capital contributions of members

The capital contributions of members may be of varying value, but the value of each capital contribution may not be less than one-hundred thousand HUF (~ 350 EUR). Each member shall have one capital contribution. However, according to the regulations of joint property, one capital contribution may have several owners.

The payment of the contributions: at the time of foundation there is no obligation to pay up in full. Companies can start with only 100.000.- HUF (~ 350 EUR) capital contriubution)

Contributions in kind constituting a part of the subscribed capital may be any marketable object or intellectual work of pecuniary value, or any right representing pecuniary value. Only such objects, intellectual works or rights which are subject to execution may be taken into account as a contribution in kind and which may be subsequently transferred by the business association without the consent (permission) of a third party.

If the full amount of contributions in cash was not paid up at the time of the foundation of the company, the method and due date of the payment of the remaining amounts shall be set forth in the articles of association. All contributions in cash shall be paid up within a period of two years following registration of the company, which shall be reported by the managing director to the court of registration.

Members of a company, who have knowingly had the contribution of any member approved by the company at a value exceeding its value at the time of the provision thereof, or who otherwise acted fraudulently in the course of the foundation, shall bear unlimited, joint and several liability for all resulting damages.

Managing director

A managing director is needed, in the case of several managing directors, the method of representation and the method of signing for the company shall be stipulated in the contract.

Business shares

With the exception of own business shares of companies, business shares may be freely transferred to the members of the company. Members may grant each other pre-emption rights in the articles of association.

Upon the death or termination of a member, his business share shall devolve to his legal successor. The articles of association may prohibit such devolution, in which case the articles of association shall provide for redemption of the business share by the members or the company. If a member is terminated without legal successor, the company shall take possession of the business share, whereby the value of such shall be compensated by the company.

Member's meeting

The supreme body of a company is the members' meeting. Members' meetings shall be convened at least once every year. The members' meeting has quorum if at least half of the initial capital or the majority of the eligible votes are represented. The articles of association may stipulate a higher rate of participation.

The following shall fall within the exclusive competence of the members' meeting'

a) approval of the report prepared pursuant to the Accounting Act, including decision on the appropriation of after-tax profits;

b) order and repayment of additional payments;

c) decision to pay interim dividends;

d) consent for the division of business shares, and order on the withdrawal of business shares;

e) resolution on initiating the exclusion of a member;

f) decision on business shares taken into possession, and the purchase of such by members;

g) election and removal of the managing director, and the establishment of his remuneration, as well as the exercise of employer's rights if the managing director is also employed by the company;

h) election and removal of supervisory board members, and the establishment of their remuneration;

i) election and removal of the auditor;

j) approval to conclude contracts which take place between the company and one of its members, its managing director or their close relatives

k) enforcement of indemnification claims against members responsible for foundation, managing directors or supervisory board members;

l) decision on termination without legal successor or transformation of the company;

m) alteration of the articles of association;

n) all issues which are assigned to the competence of the members' meeting by the law or the articles of association.

Representation

Members may be represented in the members' meeting by persons so authorized. Managing directors, company secretaries, supervisory board members and the auditor may not be representatives. Authorization shall be drawn up in a notarial document or private document representing conclusive evidence.

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Single-Man Companies

A company may be founded by a single member, or a single-man company may be established in a way in which the ownership of all business shares of an already operating company is acquired by one member (hereinafter referred to as "single-man company").

The approval of a deed of foundation shall be required for the foundation of a single-man company. The provisions on the articles of association shall be applied correspondingly to the contents and formal requirements of the deed of foundation.

A single-man company may not acquire its own business shares.

Foreign Company 's Hungarian Commercial Representative Office

Not a legal entity, can only make marketing and agent activity or preparing contracts between the mother company and third persons. Hungarian seat address is needed, and a representative person should be appointed to lead the hungarian office. There is no minimal initial capital.
We cannot register it in the simple electronic way, so it takes around 15 days to ger registered. We need the articles of association or founding article of the foreign company , and a certification of incorporation not older then 3 months. We need apostilled documents. We need an original apostilled copy of the mother's company decision of establishing the representative office. We can prepare the requested documents for sending out to the one's who make the decision, or we are ready to meet them if they are in Hungary.

50.000.- HUF (around 170 EUR) Duty is payable + 5.000.- HUF (17 EUR) publication fee. The business activity can start from the time of registering the office. The mother company 's name must be a part in the name of the Office.


Foreign Company 's Hungarian Seat Address

Not an individual legal entity, but can do business activity (not only marketing and agent activity) on the name of the mother company , and it belongs under the legal power of the hungarian tax authority in most tax types. Hungarian seat address is needed, and a representative person should be appointed to lead the hungarian office. There is no minimal initial capital. We cannot register it in the simple electronic way, so it takes around 15 days to ger registered.
We need the articles of association or founding article of the foreign company , and a certification of incorporation not older then 3 months. We need apostilled documents. We need an original apostilled copy of the mother's company decision of establishing the representative office.
We can prepare the requested documents for sending out to the one's who make the decision, or we are ready to meet them if they are in Hungary.

The following datas are needed for the formation procedure of an LLC:

-Company name
-company seat address (or choose our seat address service)
-scope of activities
-amount of initial capital
-capital contributions of members
-Members (shareholders) name,
-general manager's personal datas
-Members (shareholders) mother's maiden name,
-passport or eurpean ID number,
-foreign address or hungarian address.

Judical fees (duty and publication) and law fee

The incorporatong duty fee for an LLC 50.000.- HUF or 100.000.- HUF depending on the type of procedure (using charter document or using uniqe articles)

The publication fee is 25.000.- HUF (not payable for all procedures)

By the regulations of the Hungarian Bar we can only give you price offer upon request. Please send us an email to tamas@drnemes.hu, and we are goind to send you a detalied offer.

Term of procedure

The registration procedure takes 1 day if you choose using a charter document. From the time of our countersigning, the company alredy can start the activity, and receices the vat and eu vat number at the same day.


Please call or e-mail for further information:

Tel: 0036 30 242 37 43; e-mail: tamas@drnemes.hu


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- About our Law Firm

Dr. Nemes Andras PhD. Lawyer established his law firm in Budapest in 1992. Since the foundation we have been advising multinational and foreign companies that invested in Hungary. After becoming a lawyer, Dr. Nemes Tamas seceded from the law firm and established his own law firm: The Dr. Nemes Tamas Law Firm in Budapest in 2008. The law firm is located in the center of Budapest.
This law firm is especially focusing on legal services for foreign companies and individuals. We cover the following areas of Hungarian law: acquisition, general corporate, competition, banking, compliance, green-field, commercial litigation, arbitration, project finance, concession and private public partnerships, property, public procurement, funds and venture capital, tax structures, share/bond offerings, trade mark, and special trust structures. In connection with establishment we advise on required licences, permits, registrations, filings. Once the company is up and running we
undertake continuous services where we deal with all major commercial, trading, banking and other issues.
We are authorized by law to offer non-legal services as well. We offer to clients comprehensive financial advisory services. We have contacts with bankers, investment experts and tax advisors and are offering to advise clients in project finance, acquisition and structured transactions.
We worked up good relationship with the Office of Immigration and Nationality, the tax authorities and courts of registration, so we can provide unique and fast assistance in your legal issues.

DISCLAIMER:

The information contained in this site is provided for general information only. Considering the nature of online advising is inadequate for all-around complete advising. Dr. Nemes Andras Law Office is no responsible for the on-line advices, and it's not amenable to any action.

 

 

Sending e-mail to info@drnemes.hu
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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