Supervisory Board

The Supervisory Board (“SB”) is established to supervise the Board of Directors (“BoD”) in order to protect the interests of the Joint Stock Company (“JSC”).The establishment is mandatory in Public JSCs (unless a Council of Directors (“CoD”) is established) and is optional in Private JSCs unless (i) the annual average number of full-time employees exceeds 200, and the works council did not turn down employee participation in the SB; (ii) requested by a Shareholders together controlling at least 5% of the voting rights.

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Division of Duties: The SB shall assess all motions brought before the General meeting (“GM") and present its opinion thereof at the GM. The SB shall have access to the documents, accounting records and books of the Company and shall be entitled to request information from the Board of Directors (“BoD”)/Chief Executive Officer (“CEO”) and employees and to inspect the Company’s payment account, cash desk, securities portfolio, inventories and contracts (or to have them inspected by an expert). The SB functions as a body and may entrust any of the SB members to fulfill certain supervisory tasks, or may divide supervisory duties among the SB members. Where so provided for by the Articles of Association (“AoA”), the SB may be given responsibility for certain decisions which otherwise fall within the competence of the GM or the BoD/CEO. If so, the SB is referred to as “Managerial SB”).

Composition: The SB consists of at least 3 SB members. SB members must be of legal age (+18) and must have full legal capacity. In case of a Public JSC when no CoD operates and the establishment of the SB is mandatory, the majority of the SB members shall be made up of independent persons (as defined by The Civil Code).

Appointment/Dismissal Competence: The first SB members shall be selected in the AoA. Afterwards, the SB members are appointed and dismissed by the GM by simple majority vote (unless regulated otherwise). Membership in the SB takes effect when accepted by the person appointed. SB members may be elected for either a definite or an indefinite term. The definite term is 5 years (unless regulated otherwise).

Alternates: N/A.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Hungary on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Nagy és Trócsányi before actually changing any board members in Hungary.

Appointment
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

No specific requirements, however, usually signed by the Chairman of the BoD/CEO.

Private JSCs: The convening notice shall be sent at least 15 calendar days prior to the GM.

Public JSCs: The convening notice shall be published on the Company’s website at least 30 calendar days prior to the GM. 

Yes, an original hard copy must be available at the legal representative who filed with the Company Registry Court (cf. Step 3).

No.

No, however if the GM has not been convened in due form, the GM may be held if all Shareholders (or their representatives) are present and they unanimously agree to open the GM.

Public JSCs shall publish additional information related to the GM on their website, at least 21 calendar days before the GM.

If the Company has only one Shareholder, there is no need to convene the GM.

2

GM.

Minutes of the GM and attendance list.

To be signed by Minute-Keeper, the Chairman of the GM and a Shareholder present at the GM elected to certify the Minutes.

At the date stipulated in the convening notice.

Yes, an original hard copy must be available at the legal representative who filed with the Company Registry Court (cf. Step 3).

No, however, if the Minutes are signed in a foreign country, they must be notarized and apostilled.

No, however, no physical meeting is needed if the AoA allows adopting written resolutions.

In case of a written resolution, the BoD/CEO shall initiate such process by sending the draft resolution to the Shareholders and the Shareholders must be given at least 8 calendar days from the time of receipt of the draft to send their vote.

3

Filing with the Company Registry Court.

(i) Standard application form;

(ii) Amended AoA;

(iii) Minutes of the GM;

(iv) Declarations of acceptance of the SB member;

(v) Document stating the SB member’s term (may be included in the Declaration of acceptance);

(vi) Statement of non-disqualification of the SB member;

(vii) PoA for the legal representative to do the filing;

(viii) Convening notice and attendance list;

(xi) AoA amendment document (if applicable).

If the Minutes do not include a resolution to amend the AoA, a separate amendment document must be executed in this respect and signed by all Shareholders.

PoA to be signed in accordance with authority to bind the Company.

Within 30 calendar days of the GM (or from the signature date of the separate resolution amending the AoA). 

Yes, the documents must be filed electronically, however an original hard copy must be available at the legal representative who made the filing.

Filing to be made by the Company's legal representative, who must countersign certain documents, i.e. amended AoA, Minutes of the GM, and AoA amendment document (if applicable).

No.

If any persons registered in the Company Registry do not have a Hungarian address, an agent must be authorized to receive and forward messages to such foreign persons. Documentation of such authorization must be filed with the Company Registry Court.

1
Step 1
>15 (or 30) days*
2
Step 2
0 days
3
Step 3
0-30 days

0-45 (or 60) days

*However, less than 15 (or 30) days possible if so allowed in the AoA or all Shareholders unanimously agree to open the GM without notice.

Dismissal
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

No specific requirements, however, usually signed by the Chairman of the BoD/CEO.

Private JSCs: The convening notice shall be sent at least 15 calendar days prior to the GM.

Public JSCs: The convening notice shall be published on the Company’s website at least 30 calendar days prior to the GM. 

Yes, an original hard copy must be available at the legal representative who filed with the Company Registry Court (cf. Step 3).

No.

No, however if the GM has not been convened in due form, the GM may be held if all Shareholders (or their representatives) are present and they unanimously agree to open the GM.

Public JSCs shall publish additional information related to the GM on their website, at least 21 calendar days before the GM.

If the Company has only one Shareholder, there is no need to convene the GM.

2

GM.

Minutes of the GM and attendance list.

To be signed by Minute-Keeper, the Chairman of the GM and a Shareholder present at the GM elected to certify the Minutes.

At the date stipulated in the convening notice.

Yes, an original hard copy must be available at the legal representative who filed with the Company Registry Court (cf. Step 3).

No, however, if the Minutes are signed in a foreign country, they must be notarized and apostilled.

No, however, no physical meeting is needed if the AoA allow adopting written resolutions.

In case of a written resolution, the BoD/CEO shall initiate such process by sending the draft resolution to the Shareholders and the Shareholders must be given at least 8 calendar days from the time of receipt of the draft to send their vote.

If the SB has only 3 members, a new SB member must be appointed at the same time as the dismissal.

3

Filing with the Company Registry Court.

(i) Standard application form;

(ii) Amended AoA;

(iii) Minutes of the GM;

(iv) PoA for the legal representative to do the filing;

(v) Convening notice and attendance list.

(vi) AoA amendment document (if applicable).

If the Minutes do not include a resolution to amend the AoA, a separate amendment document must be executed in this respect and signed by all Shareholders.

PoA to be signed in accordance with authority to bind the Company

Within 30 calendar days of the GM (or from the signature date of the separate resolution amending the AoA).

Yes, the documents must be filed electronically, however an original hard copy must be available at the legal representative who made the filing.

Filing to be made by the Company's legal representative, who must countersign certain documents, i.e. amended AoA, Minutes of the GM and AoA amendment document (if applicable).

No.

1
Step 1
>15 (or 30) days*
2
Step 2
0 days
3
Step 3
0-30 days

0-45 (or 60) days

*However, less than 15 (or 30) days possible if so allowed in the AoA or all Shareholders unanimously agree to open the GM without notice.

Fee quote

Nagy és Trócsányi has provided all input about changing board members in Hungary. Nagy és Trócsányi was [...] founded in 1991 with the aim of offering sophisticated legal services. We continue to seek excellence in a comprehensive, modern practice that spans international commercial and business law. Nagy és Trócsányi is the exclusive member firm in Hungary for Lex Mundi – the world’s leading network of independent law firms with in-depth experience in 100+ countries worldwide.

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