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Supervisory Board

The Supervisory Board (“SB”) is established to supervise the Managing Director(s) in order to protect the interests of a Limited Liability Company (“LLC”). The establishment is optional, however it can be mandatory if the annual average number of full-time employees exceeds 200 (and the works council did not turn down employee participation in the SB).

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 LLC, are entitled to request information from the Managing Director(s) (“MD(s)”) and employees, and inspect the LLC’s payment account, cash desk, securities portfolio, inventories and contracts (or to have them inspected by an expert). 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 MDs. If so, the SB is referred to as “Managerial SB”).

Composition: The SB consists of at least 3 members. Members of the SB must be of legal age (+18) and have full legal capacity. The SB shall function 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.

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 shall take 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
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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 SB member;

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

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

(vii) 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).

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.
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Dismissal
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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 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) 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.
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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:

TEL: +36 1 487-8700
EMAIL: berethalmi.peter@nt.hu
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