CLOSELY HELD JOINT STOCK COMPANY FORMATION IN HUNGARY
15,000 FT LEVY, 1 REGISTRATION FOR CLOSELY HELD JPINT STOCK COMPANY FORMATION IN HUNGARY The law allows closely held joint stock company formation in Hungary using the model of articles of association, which is the annex of act on Company Procedure, so the company registration deadline is one hour commencing the submission of the application to the company court and the duty is onlyis 15.000 HUF, publication expenses does not need to be paid.
CLOSELY HELD JOINT STOCK COMPANY FORMATION IN HUNGARY WITHOUT CASH CONTRIBUTION The capital stock can be provided fully by in kind contribution, called „apport”, can consist of property, intellectual property rights, recognized claim is also received as capital stock for company formation in Hungary.
COMPANY FORMATION VIA TRANSFORMATION FROM LLC. Closely held joint stock company can be formed with trasformation as well, in this case the contracts of the predecessor Llc. remain existing and valid it is not necessary to re-concluse it with the Co.
Time and data reconciliation to establish a closed joint-stock company:
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Close Corporations: IMPORTANT INFORMATION AT A GLANCE
SHARE CAPITAL FOR JOINT STOCK COMPANY FORMATION IN HUNGARY MINIMUM SHARE CAPITAL The minimum share capital for closely held company formation in Hungary is 5 million HUF, approx. 20.000 EUR, but the corporate law is very flexible regarding the formation of a closed joint stock company in the composition of capital and its availability for .
IN KIND CONTRIBUTION FOR JOINT STOCK COMPANY FORMATION IN HUNGARY The capital stock can be consist full of in-kind contribution, i.e. apport, so property, copyright rights, recognized claim is also accepted as in kind contribution for capital stock. If the in-kind contribution does not reach the 25% of the company's capital stock, it needs to be provided for the closed joint-stock company, in 5 years after the registration of company court .
MONEY AS CAPITAL CONTRIBUTION If the capital contribution is cashonly 25% of the full contribution of the subscriber to the closely held joint stock company have to be paid into a bank account or cash into the petty cash of the closed joint stock company), while the rest of the contribution need to be paid in the next 1 year.
ORGANIZATION OF A CLOSELY HELD JOINT STOCK COMPANY
GENERAL MEETING The closed company’s main organization is the general meeting of shareholders, which decides the most important questions int he closed joint-stock company, so it is eligible to change the constitution of the closed joint stock company, it is entitled to choose the Management Board, CEO of the closed joint stock company , and make decision about increasing or reducing the capital stock.
DIRECTORS / CEO The management of the closed company is from 3 to 11 members, who can be director or CEO. The directors or CEOs are making the closed company ont he basis of the Close Corporations Act and the Articles of Association.
SUPERVISORY BOARD The founding shareholders, at the time of the institution or any time later, are allowed to choose the board of supervision to check the activities of the CEO and director of the closed joint-stock company. In some exceptional cases, establishment of the supervisory board are required.
One of the main benefits of the company stock form is, that the shareholders are only responsible for the comany’s obligation in the price of their stock. (limited liability company).
Next to the limited liability it gives more flexibility and prestige for the shareholders than an Ltd.
MAIN DIFFERENCES BETWEEN PRIVATE COMPANY AND PLC. - The main difference
Company can be formed in limited way (a closed joint stock company) or public limited (PLC.) form, the closed joint-stock company’s members can not be collected in public and trade sharing can not be flow through the regulated market, the shares of public distribution and stock exchange listing, it is required to transform into Plc.
> Company can be formed in limited way (a closed joint stock company) or public limited (PLC.) form, the closed joint-stock company’s members can not be collected in public and trade sharing can not be flow through the regulated market, the shares of public distribution and stock exchange listing, it is required to transform into Plc.
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WORKS, DATAS TO CREATE PRIVATE COMPANY
What do we need to establish a closed joint-stock company?
Which informations are required?
The founding process
Time and data reconciliation establishment of a closed joint-stock company:
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PRIVATE COMPANY DETAILED RULES ON THE BASIS OF CORPORATE LAW
PRIVATE COMPANY SHARES
PRIVATE COMPANY SHARE CAPITAL
PRIVATE COMPANY GENERAL MEETING
PRIVATE COMPANY BOARD OF DIRECTORS
PRIVATE COMPANY TO RAISE CAPITAL
PRIVATE COMPANY capital reduction
PRIVATE COMPANY TERMINATION
general rules of the closed joint-stock company
The closed joint-stock company is an economic company which developes with a fixed number of shares and par value of share capital (share capital), and where the obligation of the members (shareholders) in the Closed Joint Stock Company is only goes till the service of the share value and output value. The shareholder-statutory exceptions- has no comply with the obligation of the closed joint-stock company.
The closed joint-stock company name - an indication of the functional form and its zrt. shortening - must be indicated in the name of the company. It can change the form of The closed joint-stock company. The changing of the functional form does not mean the conversion of the closed joint stock company.
Private Limited (a closed joint stock company) are those joint-stock companies whose shares are not publicly traded on the market, and closed joint stock companies are those, whose publicly placed shares are not sold through public offering , and which are led out from the market. It is prohibited to collect the company shareholders or share capital through public call.
The main organisation of the closed joint stock company under the rules of governing the amendment of the statutes – with the considering of the laws of the securities - can decide to change the form of the closed joint-stock company.
The capital of the closed joint-stock company is the amount of the hole stocks. The sharing of the stocks under nominal velue is null. In case of a closed joint-stock company, the founders are liable for the damages of nominal velue selling if the selling is before the registration of the company. If the nominal value is after the registration of the company, the capital of the closed joint-stock company is responsible. The nominal value of shares can be defined in proportion of the capital stock.
The closed joint-stock company can only give asset allocation to the shareholder from several capital according to the rules of the closed joint stock companies and according to the rules of the statutory procedural right. In case of a closed joint-stock company, the company's shareholders has the property rights, and accordance with the law. In a closed joint-stock company, It is prohibited to put the shareholders at a disadvantage about the exercise of shareholder rights .
The closed joint-stock company's authorized shares
A closed joint-stock company can only put up for sale the following shares : ordinary shares, preference shares, employee shares, interest-bearing shares, redeemable shares. The shares, which are not belong to any shares listed above, are ordinary shares.
The nominal value of the ordinary share by the closed joint-stock company needs to exceed the half of the share of the closed joint-stock company.
The closed joint-stock company’s statute - the definition of the relevant conditions - may have some share of output, which gives advantage to the shareholder compared to other types of share (preference shares). The statutes of the priority can contain dividend primacy within the form of the share, the closed joint-stock company without a legal successor of the event of termination being allocated assets of the shares of the priority (liquidation ratio right of priority), the voting rights associated with priority senior executive or supervisory board member for the allocation of priority and pre-emptive rights to shares Class tion.
The closed joint-stock company’s statute may contain some emissions of preference shares, which makes in the priority of rights more than one at the same time.
The convertible bonds and subscription rights of the closed joint-stock company
The closed joint-stock company can put up for sale in the half price of the capital stock, which can be converted into share, if the bond request it. (convertible bonds). The closed joint-stock company can decidet to put up for sale a capital stock, which gives to the owner- after the shareholders - the right to subscribe (bonds with subscription rights).
The rights of the convertible bonds are established by the closed joint stock company’s statutes. The closed joint-stock company’s general meeting can authorize the directory to put up for sale convertible bonds.
Shares and temporary certificates of shares of the private equity company
Before the institution of the closed joint-stock company and the registration of the contribution of the capital, it is possible to make vouchers of the shareholders property contribution . The closed joint-stock company’s stock vocher is a registered document, which is not transferable to another. The stock vocher - unless proven otherwise – can confirm for the person which is int he document, that has rights and obligations against the company.
After the registration of the the closed joint stock company and the registration of the capital stock in the registry court, the capital (equity capital raised), and till the hole period of the total payment of the value. It is important to make a temporary share from the amount of the share.The closed joint-stock company's temporary shares are securities, in which we need to apply the same rules as we apply in case of shares, and it becomes effective with the registration of the shareholder to the sharebook.
Creating a Closed joint-stock company
In case of creating a closed joint-stock company, the founders committe that they take over all shares from the closed joint-stock company (private foundation). The founders are dispose in the statutes about the foundation of the closed joint stock company, the shares for the adoption of a commitment, as well as about the closed joint stock company’s organization and operation.
the closed joint-stock company's share capital
The closed joint-stock company's capital can not be less than five million forints. A closed joint stock company can be formed without cash, with non-cash contributions.
In case of non-cash contribution for a closed joint stock company - unless otherwise specified in this Act – to the statute the report of an auditor or other expert must be accompanied (hereinafter referred to as auditors), which contains a description of non-cash contributions and evaluation - in this context, the auditor's finding that the non-cash contribution by the founders of pre-established value of the balance is to be given against the number of shares, nominal value - as well as a description of the applicable assessment criteria. The choosed auditor of the closed joint-stock company is not allowed to check up the value of the non-monetary contributions.
No need for the auditor's report, if the shareholder, who wants to give non-cash service to the closed joint stock company has less than three months old inventory account, which includes the value of the service, or if the non-cash contribution consists of securities whose market value can be established. The report of the auditor needs to be published by the closed joint stock company’s directory, at the time of registration to the Cégközlöny.
The closed joint-stock company registration can only take place if 25% of the value is paid till the submission of the registration request, or the non-monetary contributions - except if the non-monetary value of the services of the share capital is less than twenty-five per cent – is available for the closed joint-stock company.
The statutes can state in a higher percent the financial contribution and non-cash contribution, in case of closed joint-stock company’s minimum payment. The shareholder who expense to pay the financial contribution is liable for paying the hole nominal value within one year after the registration of the closed stock company.
That part of the non-cash contribution which was not given to the closed joint-stock company by the shareholder till the registration, at the time of the date which is in the constitution, but not later than 5 year after the closed joint-stock company’s registration needs to be given to the closed joint-stock company.
Within 2 years after the registration of the closed joint-stock company, to have the chance of the corporation, the creator of it, and the shareholder, who owns minimum 10% of the votes to make a (vagyonátruházási) contract - provided that the closed joint-stock company's remuneration reach the one-tenth of the capital – the General Assembly’s previous permission is required. In this case, the commissions about the non-cash contribution and publicize of the auditor's report need to be empoyed.
The closed joint-stock company’s statutes can order it from 2 years after the registration of the closed joint-stock company and in the reference of the shareholders who has ten percent of the votes.
Closed joint-stock company’s General meeting
the General meeting is the main organization of the closed joint-stock company's which consist of shareholders.
The obligate competence of The Closed joint-stock company’s General meeting is deciding - if the Companies Act provides not otherwise – about the statutes and modifying of the statutes, deciding about the changing of the closed joint-stock company’s form, the conceive of the closed joint-stock company’s transformation and termination without legal successor of the determination, the returning, revocation, approval of the accounts and the approval of the inventory low in case of the Members of the Board, the Chief Executive Officer, the supervisory board and the auditor.
The assembly of the closed joint-stock company needs to be congregate as it writes in the statutes, but at least once a year to. In case of necessary, an extraordinary general meeting can be congregate at any time. The assembly of a closed joint stock company – if the Company Act. does not dispose otherwise - the board congregates .
The General meeting needs to be congregate with sending invitation card to the shareholders at least 15 days before the starting of the meeting. The closed joint-stock company statutes may provide that, to those shareholders who reguest it, the invitation card to the meeting can be sent electronically.
From those shareholders who appeared in The closed joint-stock company’s general meeting it is necessary to make an attendance register, which contains the name of the shareholder or its representative (corporate name) and domicile (seat), and the number of shares of his or her number of votes and the changes during the General meeting. The attendance register is authenticated by the signature of the General meeting’s president and the court reporter.The closed joint-stock company’s
general meeting is quorum if at least half of the shareholders are there who has the coupon which authorise to vote. If the closed joint-stock company's general meeting is not quorum, the repeated general meeting int he original matters- other than the provisions of the statutes in the absence – is quorum, no matter how many shareholder appeared. Between the not quaorum and repeated General meeting – in absence of the different provisions of the statute – in case of a closed joint stock company at least three days needs to be allowed, but this period can not be longer than twenty-one days.
The closed joint-stock company’s statute can give way to suspend the General meeting. If General meeting is suspended, within thirty days, it must be continued. The closed joint-stock company statutes to the quorum provisions in respect of matters requiring a simple majority deciding to exclude or regulate them differently.
Different provisions of the Articles of Association in the absence of a closed joint stock company of the General Assembly's decision, which shares a series of rights relating to adverse change, can be created, when the shareholders as defined in the statutes are specifically agree to it. It's shares, the voting rights of any provisions for the exclusion or limitation - not including individual voting rights - can not apply. The detailed rules about the contribution must be determined In the close joint-stock company’s statute.
Report must be taken about the closed joint-stock company’s general meeting which includes the closed joint-stock company’s name and registered office, the General Meeting’s way, place and time, the name of the general meeting’s President, the protocol driver, the protocol verifier and the tellers, the major events in the meeting, the aboved events, the aboved resolutions, the suggestions, and the number of votes and against votes, and the number abstaining members.
The recorder of The closed joint-stock company’s general meeting is signed by the President-elect and a dedicated, certified by the shareholders present. The Close joint-stock company’s Directorate is liable to submit the certified copy of the attendance of the recorder within thirty days after the recorder .
The closed joint-stock company’s statutes may provide about the General meeting that the shareholders at the general meeting has not a direct personal presence, but accordance with the statutes, suitable, possible way of electronic commuications between shareholders and discussion without limitation, device involved in the mediation of a personal participation in the shareholders' rights by an equivalent option. During the general meeting, can not be used such an electronic communications tool, and the general meeting can not take place under conditions, which do not allow the conference general meeting of participants in the person of the establishment, and does not apply to conditions under, which a shareholder or shareholders specified group of result in adverse distinction.
The close joint-stock company’s Directorate
If the Company does not make exception, the Board is the closed joint-stock company's management body, which is about at least three and eleven individual members. President is chosen from its members by theirself. The statute may write, that the president of the Board is chosen by the General meeting.
The rights and duties of the closed joint-stock company’s board is exercised as a corporation. About the Board members duties and competence among themselves,must be provide as a way, which is accepted by the directory.
The rules of the board of the closed joint-stock company may allow to the board members not to be in the meeting in person, but through an electronic communication device. In this case, the detailed rules of the meeting needs to be established by closed joint-stock company’s board.
The members of the directory are attending in the General meeting of the closed joint stock company with consultation low.
The submission of The Closed joint-stock company’s report according to the statute is the Board's responsibility.
The directory of the closed joint-stock company makes report about the company's financial position and business policy at the frequency required by the statutes, but at least once a year for the General meeting, and three-monthly to the supervisory board. The directory provides the managing of the business books of the closed joint stock company.
The directory of the closed joint-stock company is liable to make a General meeting within eight days – with notifying the Supervisory Board – to take the necessary measures, if it comes to their knowledge, that the closed joint stock company’s own equity as a result of the damage, decrease to the two-thirds of the joint stock, or its own stock decrease under a limited amount, or if the closed joint-stock company’s has problems with payments, or it stopped the payments or if the assets do not cover its debts. In these cases, the closed joint-stock company's shareholders must decide on the insurance of the capital and its ways, especially about the payments of the shareholders and about the delicerance of the joint stock, additionally, about the company’s transformation to an other company, and in default of these things, about the company’s liquidation.
If after three months of the closed joint-stock company’s general meeting the reason of the meeting is still exist, the joint stock’s deliverance is required.
The statutes of a closed joint stock company may provide that the election board and the board is not defined, in this case the rights of the directory is exercised by an executive officer (CEO).
The increase of the joint stock of the closed joint-stock company
The increasing of the closed joint-stock company's joint stock is possible with issuance of lows, with bother of the assets next to the joint stock;,with employee shares marketing and conditional capital increase with convertible joint stock’s marketing. The capital increase cases and modes simultaneously can be decided and implemented. If the closed joint-stock company decides the public marketing of new shares to increase the joint stock, the general meeting needs to decide about the changing the form of the closed joint-stock company. About the closed joint-stock company’s joint stock’s increase – if the Gt. Provide not otherwise– the closed joint-stock company’s general meeting can decide.
If the Closed joint stock company puts on sale different type of stocks, the statutes can order, that the condition of the resolution’s validity is, that with the increasing of the stock – as it writes in the statutes of the closed joint-stock company- the shareholders of this type of stock needs to assist to the increasing of the share. In this case, the voting rights of any provisions for the exclusion or limitation - not including excluded certain voting rights - are not applicable. The detailed rules of the way of the contribution is established in the closed joint-stock company’statutes
The closed joint-stock company’s statutes can quarantee precedence to the receipt of the stocks to the owners of the shares which gives subscription low or which can be changed, in case of increasing of the stocks. In case of quarantation of the prior right of the reception of the shares , the entitleded, their order and the available period must be regulated in the closed joint-stock company’s statutes.
If the closed joint-stock company issues stock with subscription rights, the right of priority, must be ensured before the issuing of the stock, and ensuring for the owner of the stocks with subscription rights. The closed joint-stock company’s general meeting, if the statute does not exclude this possibility, can authorize in the resolution of the general meeting, the Board to raise the joint stock. In the authorization must specify the maximum amount (approved capital), which the board can raise the joint stock of the closed joint-stock company in the general meeting’s resolution fixed five-year period. In case of missing of different general meeting resolution the stock raising , renewable mandate of the 248th § (1) and (2) is apply to all capital-raising event and method.
The authority of the closed joint-stock company’s directory to raise joint stock also qualify and authorize the board to make decision about the joint stock raising, and in some cases, which are the functions of the general meeting anyway, including the statutes of the share capital increase due to the amendment. The contribution about the general meeting, must be published by the directory, int he Cégközlöny, at least 30 days after the making of it.
In case of joint stock raising, and its registration in the trade register, the establishment rules needs to be applied.
The raising of the closed joint-stock company’s joint stock with issuance of new shares
The closed joint-stock company can raise its joint stock with putting new shares up for private sale. The closed joint-stock company can raise its joint stock with putting new shares up for private sale in just those cases, when the previously released shares’s nominal value and issue rate is paid, and the non-cash contribution is fully available for the closed joint-stock company.
In the general meeting resolution which is about putting up for sale new shares the method of capital increase must be defined, the amount of capital increase, the minimum required amount of it, the project of the statutes changes to raising the joint stock, in this, the number of new shares, their series, and the rights of the type of shares, their share series, the production method of the share, their nominal value, and issue value (equity features), and the stocks value and issue price paid in terms of non-cash subject, the value of the charge to be given the number of shares and other features, depending on the provider's name (company), residence, location and preliminary assessment auditor's name (company), headquarters (residence), the dates of the service, the avaliable time to make the statement about receipt of the stocks.
In the general meeting’s resolution, which decide the raising of the closed joint-stock company’s statutes those people must be appointed, whoes are allowed by the general meeting to take over stocks, provided, that they did not take advantage of their subscription priority. In the general meeting’s statutes the number of shares and type of shares needs to be appointed.
To receive the shares - if the statute does not provides otherwise - can appoint only a person who made engaged declaration about receiving the shares and gives the offset of it. The declaration must include the company's cash, or exact cash amount’s correct value, and non-monetary contributions service’s date. The closed joint-stock company, in the statement, can not assign the statement maker, to pay more money, or non-cash contribution.
The joint stock raising decider general meeting can change the statutes of the closed joint-stock company in the context of a capital increase - to receive the share of commitments depending on the outcome – till the day of the deadline of the declaration making. In this case, holding a new general meeting about the statutes increasing is not necessary. The capital increase general meeting decision the Closed joint-stock company’s directory needs to publish in the Cégközlöny, within thirty days of the date of the decision.
The closed joint-stock company's share capital increase in core capital to assets other than the expense
The closed joint-stock company’s joint stock can be increase with property beyond the joint stock, if according to the inventory law, the last business year’s inventory low’s report’s balance or the next year’s intermediate balance the joint stock increasing’s escort is insured and the Closed joint-stock company's share capital after the capital increase is not more than the own joint stock’s amount. The escort of the property next to the joint stock is confirmed by the inventory low’s report, or the intermediate balance after six months of the balance’s turning-day.
If the closed joint-stock company can decide about the joint stock’s increase, as the commissions write about it, the directory is allowed after the Supervisory Board's prior approval, to accept the intermediate balance.
The increased share capital needs to be given to the closed joint-stock company’s shareholders without consideration, in ratio with their stocks’s nominal value.
In the resolution of the closed joint-stock company’s general meeting about the joint stock increasing, its needs to dispose about the changing of the statutes, and must be decided the conditions of the joint-stock increasing’s execution (new issue of shares, overprint, replacement).
Joint-stock increasing with Employee joint-stock’s marketing
The general meeting can increase the closed joint-stock company’s joint stock, with employee joint-stock’s marketing. In case of free employee shares on the market, the nominal value of the employee shares is provided by the closed joint stock company’s property above the joint-stock . In case of preferential employee shares issue, according to the general meeting’s resolution, the amount paid by shareholders and the property above the joint-stock together ensure the nominal value of the employee shares which are put on sale.
the raising of the closed joint-stock company's joint-stock with convertible stock marketingThe closed joint-stock company’s
general meeting can decide potential joint stock increasing with putting up for sale convertible stocks. During the convertible stock’s private or public offering those laws are applicable which are in case of comercial papers.
In the resolution of the general meeting which decided the joint stock raising, must be decided the bond issue method (private, public) the issued joint stock’s number, nominal value and issue value of the bonds, their series (bond characteristics), the listing date and location of the bonds, the conditions of shares transforming to bond, and its time, the duration of the bond, the terms of interest or other earnings payment, in case of private bond issueing, the people who are allowed to subscribe the bonds, and the number and other features of the bonds which can be subscribed by them. p >
The closed joint-stock company's capital delivery
The closed joint-stock company can delivery the joint stock, and in these cases, the delivering of the joint stock is required. The closed joint-stock company's capital can not be delivered under a fix amount, which is determined under separate rules. In case of the closed joint-stock company's share capital delivering, the general meeting can decide, if its the deciding of the closed joint-stock company, except the limited exception in the (3) paragraph .
If the closed joint-stock company issues shares, which is in different share type, the statutes can order, that the general meeting’s resolution- which is about joint stock delivery- is only valid if with the joint-stock delivery - in accordance with the statutes - those involved considered class of shares, shareholders of that class of shares specified in the statutes of the separate decision to contribute.
Making resolution is not necessary in case of joint stock delivery, if the closed joint-stock company’s statutes specified in case of fixed conditions occurence, the obligatory deposition of the stocks, and the joint-stock’s delivery, before issueing the stocks which are in this type of stock series. The detailed rules of stock deposition condition and method needs to be included in the statutes.
The capital will be setting up a crucial convening the meeting invitation must include the basic capital reduction, the extent, cause and manner of implementation of the information, and if this happens, the capital of conditional delivery was taking place.
The invitation of the general meeting which decide the joint stock deposition, needs to contain information about the joint stock deposition’s measure, its reason, and the way of its the share capital on the production of General Assembly decision must state the capital-delivery reason execution, in addition, is it comes to that, the fact of the joint stock’s qualified deposition. In the general meeting’s resolution about the joint stock deposition, the reason(s) of the joint stock deposition needs to be appointed, namely, that the joint stock deposition is because of the stock subtracting or damage directing, or for the increasing of other elements (including the allocated reserve) of the closed joint stock company, that amount which the share capital is reduced with and the parameters of the shares, and the method of the joint stock deposition. In case of joint stock deposition with substraction of capital during the establishment of the shareholder's amount, must take into account - the percentage of reduction of share capital - the amount of core capital over assets. If the equity is less than the amount of registered capital, before the extraction of capital, firstly needs to decide about the joint stock deposition because of damage causes.
The closed joint stock company’s general meeting can deposite the joint stock under the share minimum, The resolution about the joint stock deposition is only operative if the joint stock is delivered at the same time, as a consequent the deposed and delivered joint stock’s amount is reach the determinated price in the 207 § (1). In case of joint stock deposition, firstly, the closed joint stock company’s own stocks needs to be coated
In case of joint stock producing with typographical ways the joint stock deposition is possible with stock exchange, stamping, and with replacing the number of it,with the method, determinated in the statutes.
If the deposition of the joint stock is required under this act, the joint stock - the capital was carried out depending on the effective delivery process - the court can decide about it, if the company request it.
The directory of the closed joint-stock company must provide, that maximum 30 days after the making of the resolution of the joint stock deposition, and after the final court decision the joint stock deposition’s decision is publicated in the Cégközlöny after at least 30 days of each other .
The closed joint-stock company's creditors needs to notify at least 30 days of limitation period if they claim to the assurance. The creditor is not eligible for the private equity from the closed joint stock company if it already has the assurance what is gear to the joint stock deposition -related risk is proportional collateral - whether by law or contract basis - or if because of the closed joint-stock company’s finance, financial position, it is unjustified.
The directory is liable to give assurance after 8 days of the proposal of the petition, or deliver the dismiss of the petition with justification. The resolution of the rejected or not suitable assurance can be sent to the registry court for checking up at least 8 days of the getting of it. The registry court – with using the correct rules for this case – decides at least 30 days after the submitting of the petition. The registry court after the procession of the procedure is desmiss the request, or oblige the company to give correct assurance. The joint stock’s deposition can not be published in the Cégjegyzék till the creditor do not get assurance.
The closed joint-stock company’s joint stock can only be deposite if the company confirms in the enclosure of the request that it observes the general rules.
The directory is liable to notify the registry court, that the closed joint-stock company’s joint stock deposition is failed.
In case of dematerialized shares, the closed joint-stock company’s directory, following the joint stock’s deposition’s registration, within the statutes aboved time, failing that, within fifteen days, notify the central securities depositories and the shareholder's securities account manager in the equity capital due to the shareholder's shares owned by enlisted changes .
For the shareholders only after the registration of the joint-stock deposition is allowed to make payment to the encubrance of the joint stock or the amount next to joint stock, or let go the payment of the cash or non-cash contribution which is not paid yet.
End of the closed joint-stock company
The closed joint-stock company’s general meeting can decide to disolve the closed joint-stock company in case of having the three-quarter of the votes.
In case of the closed joint-stock company’s abolition without legal successor, the debts which stayed after the alignment of the obligation – if the law does not decide otherwise - the shareholders of their shares are actually made payments or contributions in kind based on nominal value be allocated in proportion. If the closed joint stock company issued liquidation preference shares, during the partition the preferred share rights need be respected. If during the last payoff and during the liquidation’s predestination, the closed joint-stock company's joint stock has not been fully paid, the liquidator is entitled to due the cash and non-cash payments and claiming the shareholders as well, if it is required to accommodate the obligation
Closed joint-stock company’s association
In case of closed joint-stock company’s association, in the union contract next to the general rewuirements, must define the confluent company’s shares swap ratio, and the degree of the payment above the joint stock, to the shareholders of the assimilated closed joint-stock company, which can not be more than the 10% of the shareholders’s stock’s nominal value, the detailed rules of the recipient joint-stock company’s, that date, when the shares assign participation from the taxed result, those rights, which are assured by the successor company to the shareholders with special rights ( so the founders enjoyed the benefits of priority, employees and interest-bearing class of shares of the rights to the context) or other security holders and the related proposals for action, those benefits which are afforded by the closed joint-stock company, to the directory, the senior employees and for the supervisory board members.
The employees of the confluent closed joint-stock companies are making written report at the same time with the making of the confluent contract, where they explain the necessity of confluent with exposition of the legal and economic viewpoints and the change ratio of the shares. If the assessment had some difficulty it must be explosed as well. About those documents, which can be known to the shareholders, the request of the shareholders, to the charge of the closed joint-stock company, full copies or extracts must be prepared. The employees of the confluent closed joint-stock companies as the 26th § (2) appoint it, are responded for the damages caused by their behavior during the preparation and execution of the confluent.
The auditor who made ready the property balance plans needs to commit, that how was the change ratio from the (1) section’s (a) point.appointed by the closed joint-stock company, these methods effected what kind of results, and about his/per personal equation, the change ratio is apposite or not. If the special valuation’s had difficulties, they must be presented. The auditor or any of the closed joint-stock company’s separated authority needs to commit in his/her report about the establishment of the confluent engagement and in the executive officer’s written report. The report needs to include the related resolution, if the planned confluent is dangerous for the payments of the closed joint stock company’s creditors.
In case of convertible bond, for the closed stock company which created with confluent needs to quarantee authorities to the bond owners, which are at least equivalent to the privileges which the predecessor business association had, unless if all of the bond owners consent to the changing of their authority. The owner can claim the redemption of the shares which are issued by the confluent companies, from the closed joint-stock company. The provisions of this paragraph must not be applied if the securities are issued a pre-determined position that the owners of a possible event of a merger.
The closed joint-stock companies which are affected with the confluent are liable before 30 days of the general meeting to present the plan of the confluent contract, the written report created by the close joint-stock company’s executive officer, and the viewpoint of the auditor and the independent expert, to the registry court which make the trade register of the closed joint-stock company.
All of the closed joint-stock companies’s shareholder has the right to know not only the documents which are made to the general meeting’s decition, but also the matter of the last 3 years’s reports, at least 30 days before the second general meeting,
Closed joint-stock company’s disunion
In case of disunion of a closed joint-stock company, next to the contract’s 83 § (4) - (5), the change ratio of the shares of the disunioned closed joint-stock company is also needs to be appointed, and also the degree of the spot cash next to the capital stock, which can not be more than 10% of the shareholder’s share’s nominal value, those benefits which are afforded to the directory and employees with high jobs, by the disunioned closed joint-stock company
In case of closed joint-stock company’s disunon, the directory must inform the general meeting, if an important change happened between the making of the disunion contract and the general meeting’s approval date.
In case of economic company’s conversion into closed joint stock company, the conversion contract needs to notice the share’s type (class) and the nominal value.
If the closed joint-stock company is converted into another business association, the shares - the company registration, conversion of a future - will become invalid.
The one-man closed joint-stock company
Closed joint stock company can be formed that all shares of the shareholders is taken over by one person. One-person closed joint-stock company can be established that one shareholder buys all of the shareholder’s shares. If the public company’s shares are bought by one shareholder, the company runs on as a closed joint-stock company.
In case of one-man closed joint-stock company, till the submission of the petition, the non-cash contributions needs be made available to the company. In case of one-man closed joint-stock company, the shareholder makes decision in those cases, when the general meeting is competenced, and the shareholder is liable to notify the executive officer. The contract between the one-man closed joint-stock company and those shareholder’s needs to be written to be valid.
One-man closed joint-stock company can not be have own shares. For the liability of the one-man closed joint-stock company’s shareholder the qualified influental shareholder rules needs to be applied.
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