Legal entities (companies) may merge with other legal entities through consolidation or merger by absorption. Members of a legal entity may transfer their share.
Mergers of companies
Two or more legal entities may merge through consolidation or merger by absorption. In consolidation, the merging legal entities must be terminated and a new legal entity must be created through general legal succession, i.e. all rights and obligations of the entity being terminated must be vested in the new one. In merger by absorption, the absorbed legal entity must be terminated, and its general legal successor must be the other legal entity participating in the merger.
Mergers may be proposed by the management and approved by a decision of the decision-making body. The decision-making body generally makes its decision regarding the merger at two meetings.
If the merging entities are required to carry out an audit under the Accounting Act, the draft balance sheets of assets and liabilities and the draft property inventories must also be audited. If the merging entities have a supervisory board, it must also be included in the merger.
Upon receipt of the draft terms of the merger, members of the legal entities (companies) may choose not to become members of the legal successor.
Employees’ representatives must be informed after the adoption of the final decision on the merger.
If executive officers prepare the documents required for the merger, the members may also decide that the decision-making body must take its decision on the merger at one meeting.
In order to protect its creditors, the company must publish a communication on the merger in two consecutive issues of the Company Gazette following the final decision on the merger.
If applicable, creditors of the merging legal entities may claim that adequate securities be granted by the company due to the merger. The Company Registry Court will not enter the merger in the business register until such adequate security is provided. Legal representatives can provide further information on the details of a merger.
Mergers of legal entities must be reported to the relevant Company Registry Court maintaining the records of their data within the framework of an amendment notification procedure, where legal representation is mandatory.
The Company Registry Court must register the fact of the merger in the business register, remove the legal entity being terminated by the merger, and register the new entity.
Selling of companies
Most legal persons are companies, i.e. general partnerships ('Kkt.'), limited partnerships ('Bt.'), limited liability companies ('Kft.') or companies limited by shares ('Rt.').
Economic life often involves a regular change of owners or members of a company, for example by transferring their partnership shares, business shares or shares.
In principle, such transfers must be in writing and the Company Registry Court must be notified about the change in membership, however, additional and different rules apply to each type of company.
In the case of a Kkt. and a Bt., membership rights and obligations are embodied by the partnership share, the transfer of which requires the amendment of the company's Articles of Association. The transfer also requires the consent of the other members.
In a Kft., members hold business shares, the transfer of which does not necessarily require the amendment of the company's Articles of Association, but the other members have a right of pre-emption. The transfer must be effective upon the Company Registry Court having been notified thereof.
In the case of an Rt., membership rights are embodied by registered negotiable securities with a nominal value. As a general rule, shares are freely transferable. In exceptional cases, however, it is possible for the Rt. to limit or exclude the transfer of shares or make it conditional upon the consent of the company based on its statutes.
Legal representatives can provide further information on the details of the transfer.
In the case of a transfer of a share of a member registered in the business register, an amendment notification must be submitted to the Company Registry Court with mandatory legal representation.
1. How to file an amendment notification
The application documents must be drawn up by the legal representative. The application consists of a standard form and annexes, the compliance of which is verified by the Company Registry Court. The Company Registry Court will return (in fact reject) the application after the examination thereof regarding conformity with formal requirements if the application has serious deficiencies. (According to the Act, certain annexes to be attached to the application are so important that, if they are missing, the Company Registry Court will reject the application without even starting the examination of its substance.)
In the course of such substantive examination, the Company Registry Court must, if necessary, deliver a ruling to resolve discrepancies within 30 days. In the event of failure to comply with this ruling in part or in whole, the Company Registry Court will reject the application.
In the event of a merger, companies must publish a communication in the official gazette (Company Gazette) to enable the company's creditors to be informed of the planned merger and be able to request that a security be granted to the extent of their claims. Creditors may not claim security from the company after the deadline for filing a claim.
Company registration proceedings
Deadlines applicable to clients:
In the case of an amendment notification of a merger, the application must be submitted within 60 days after the approval of the instrument of incorporation of the successor legal entity (all legal successors).
Deadlines applicable to Company Registry Courts:
The legal representative must attach to the amendment notification a completed standard application form, together with all the annexes listed in the Companies Act (Act V of 2006), and a proof of payment of the fees incurred relating to the proceedings, if any.
Documents to be submitted to the Company Gazette:
Amendment notification proceedings involve two types of payment obligations. The Company Registry Court’s proceedings require the payment of court costs and fees and publication for publishing the changes in the Company Gazette.
The court fee payable for applications for the registration of a merger is HUF 50 000.
PUBLICATION OF A COMMUNICATION IN THE COMPANY GAZETTE DIRECTLY BY THE LEGAL ENTITY
HUF 15 000 per notice (e.g. HUF 30 000 is payable for two publications in the event of transformation).
The publication fees must be paid to account number 10032000-01810039-00000000 of the Ministry of Justice.
Amendment notification proceedings are carried out by county-level Regional Courts. In the course of amendment notification proceedings, Regional Courts act as Company Registry Courts. (Company Registry Courts are a part of the Regional Courts and are not special tribunals.)
Proceedings are carried out by the Company Registry Court of the competent Regional Court having competence over the registered office of the legal entity.
Rulings in favour of the amendment notification are final (res judicata), i.e. there is no right of appeal against it.
A ruling for the rejection of the amendment notification may be appealed by the legal entity.
Legal representation is also mandatory in the second-instance appeal proceedings.
1. The legal deadline for the appeal is 15 days from the delivery of the ruling.
2. Appeals have suspensory effect on the execution of rulings.
Appeals are heard by the Court of Appeal having jurisdiction over the registered office of the legal entity.
Appeals must be filed with the first-instance Company Registry Court.
Court fee payable for the appeal: HUF 30 000
If the Company Registry Court does not decide on the application within 15 days in general company registration proceedings or within the extended deadline (of 3 working days) granted by the head of the Company Registry Court, the content of the application (company data) will be automatically entered into the business register via an electronic application.
Date on which the description was drawn up: 29 April 2020
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Act CLXXVI of 2013 on the transformation, merger and division of legal entities
Act V of 2006 on company information, court registration and winding-up
Act XCIII of 1990 on duties
Act CXXX of 2016 on the Code of Civil Procedure
Act CXVIII of 2017 on court rules applicable in civil non-litigious procedures and certain non-litigious procedures
Decree No 21/2006 (V. 18.) IM of the Minister of Justice on company registration procedures and on the register of companies
Decree No 22/2006 (V. 18.) IM of the Minister of Justice on the publication of notices in the Company Gazette and the publication charges payable therefor
Decree No 24/2006 (V. 18.) IM of the Minister of Justice on certain aspects of the electronic business registration procedure and the electronic business register
Decree No 25/2006 (V. 18.) IM of the Minister of Justice on the electronic payment of fees and public notice costs in the administration of business processes