Managing Directors

A Limited Liability Company (“LLC”) is legally represented by one or more Managing Directors (“MD’s”).

Division of Duties: The MD(s) shall manage the operations of the LLC based on the LLC’s interests. In this capacity, the MD(s) shall comply with the relevant legislation, the Articles of Association ("AoA") and the resolutions of the General Meeting ("GM"). The MD(s) may not be instructed by the Members of the LLC (except in case of a single-Member LLC). If an LLC has more than one MD, the MDs are entitled to handle management issues independently, however, they are entitled to raise an objection against actions of any other MD(s). [...] In that case, the objection shall be decided by the GM, and the planned measure cannot be carried out pending such decision.

Composition: The MD(s) must be of legal age (+18) and have full legal capacity. The MD(s) must be either a natural person, or a legal person. If it is a legal person, it shall designate a natural person to execute the functions of the MD(s) in its name and on its behalf. The GM may decide to appoint one or more Managers to assist the MD(s) in their work. Managers are employees who direct the continuous operation of the Company on the basis of the MD(s) instructions. In addition to Managers with general competence, the GM or, upon the authorization of the GM, the MD(s) may appoint Managers with restricted competence to the place of business and branches of the Company.

Appointment/Dismissal Competence: The first MD(s) of an LLC are selected in the AoA. Afterwards, the MD(s) are appointed and dismissed by simple majority vote of the Members of the LLC (unless regulated otherwise). The appointment of an MD shall take effect when accepted by the person appointed. MD(s) 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 MD(s) in required number (i.e. joint or individual signature).

The convening notice shall be sent at least 15 calendar days prior to the GM (unless otherwise set out in the AoA, however, the AoA shall not specify a time limit of less than 3 calendar days).

Yes.

No.

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

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

2

GM.

Minutes of the GM.

Yes, to be signed by an MD and a Member 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 MD(s) shall initiate such process by sending the draft resolution to the Members and the Members 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 by the appointed MD;

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

(vi) Statement of non-disqualification of the MD;

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

(viii) Specimen signature of the appointed MD;

(ix) 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 Members.

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, AoA amendment document (if applicable) and specimen signature.

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 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-45 days

*However, less than 15 days possible if so allowed in the AoA or all Members 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 MD(s) in required number (i.e. joint or individual signature).

The convening notice shall be sent at least 15 calendar days prior to the GM (unless otherwise set out in the AoA, however, the AoA shall not specify a time limit of less than 3 calendar days).

Yes.

No.

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

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

2

GM.

Minutes of the GM.

Yes, to be signed by an MD and a Member 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 MD(s) shall initiate such process by sending the draft resolution to the Members and the Members must be given at least 8 calendar days from the time of receipt of the draft to send their vote.

If the MD has only 1 members, a new MD 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) 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 Members.

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 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-45 days

*However, less than 15 days possible if so allowed in the AoA or all Members 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.

For more information about Nagy és Trócsányi and changing board members in Hungary, please use the below contacts:

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