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
|
2
Step 2
|
3
Step 3
|
|||
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. |
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
|
2
Step 2
|
3
Step 3
|
|||
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. |
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