Hungary

Company formation in brief

Entities of five organizational and legal forms may be established in Hungary by a foreign investor, namely:

* Kft. - private limited liability company
* Rt. - company limited by shares which may be either public - Nyrt., or private - Zrt.
* Kkt. - unlimited liability partnership
* Bt. - limited liability partnership

Kft.

Kft.- private limited liability company may be established by one shareholder (physical or legal person, resident or non-resident of Hungary) and is characterised as follows:

* minimum charter capital is HUF3í000í000. At least 30% of the capital must be paid in cash assets at the time of incorporation. If the capital is paid in the form of another property, the property needs to be evaluated by an independent expert in Hungary;
* company's shares may not be publicly offered;
* company may be managed by one director (a physical person only). Directors and other persons authorized to manage the company may use their electronic signature;
If the company's staff is over 200 people, the Supervisory Board is elected for monitoring the management of corporate affairs.

Rt.

Rt. - company limited by shares may have an unlimited number of shareholders (physical and legal persons, residents and non-residents of Hungary) and is characterised as follows:

* minimum charter capital of a private company limited by shares (Zrt.) is HUF 5í000í000, and minimum charter capital of a public company limited by shares (Nyrt.) is HUF 20'000'000. In both cases, at least 30% of the capital must be paid up in cash at the time of incorporation. If the capital is paid in the form of another property, the property needs to be evaluated by an independent expert in Hungary;
* public company may issue registered shares of various types and categories and offer its shares to public, and private company may offer registered shares to its shareholders only. Share certificates may be issued only by private companies limited by shares, and public companies may maintain shareholders' registers to be kept in safe custody in authorized financial institutions;
* company is managed by the Board of Directors to be composed of three to 11 members. Legal entities may not be directors;
* Supervisory Board composed of 3 to 15 members is elected for monitoring the management of corporate affairs, and if the staff number exceeds 200 people, they must be represented in one-third of the Supervisory Board.

Kkt.

Kkt. - unlimited liability partnership may be established without paying up any charter capital and is characterised as follows:

* minimum number of partners (physical and legal persons, residents and non-residents of Hungary) is 2;
* all partners have equal rights (general partners) and bear unlimited liability for corporate debts and obligations;
* partners are not free to transfer their shares to third parties without the general meeting's approval;
* partnership is managed by general partners in accordance with the Memorandum of Association.

Bt.

Bt. - limited liability partnership may be established without paying up any charter capital and is characterised as follows:

* minimum number of partners (physical and legal persons, residents and non-residents of Hungary) is 2;
* all partners are divided into general partners and limited partners;
* general partners have equal rights and bear unlimited liability for corporate debts and obligations;
* limited partners are liable only within their share in the company;
* partners are not free to transfer their shares to third parties without the general meetingís approval;
* partnership is managed by general partners only in accordance with the Memorandum of Association.

All Hungarian companies and partnerships have to file their audited financial statements each year.

Profits received by Hungarian enterprises, both in the country and abroad, are subject to taxation in Hungary at flat rate.

Companies are also subject to the following taxes:

* "Solidarity tax";
* Municipal tax;
* Innovation tax.

Royalties and interest income are subject to taxation in Hungary.

Dividends and capital gains are not subject to taxation in Hungary.

Hungary Double Taxation Agreements

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