Bt., Kft. és Rt. alapítása
The formalities for the creation of a company are relatively simple. Two basic documents, the memorandum of association and the articles of association are drawn up and signed by the founding members. These documents and certain supplementary papers are filed with the competent authorities and a registration fee is paid. If the documents are in order, a certificate of registration is issued. The law requires that the company give regular information about its activity to the general public.
Articles of association
In order to set up a business organisation it is necessary to draw up the articles of association, the charter of foundation (closed joint-stock companies) or the statutes of society (public limited companies). The first and the last one have to be signed by all (founding) members. The articles of association have to be laid down in the form of a notarial document endorsed by a public notary, a lawyer or the founder’s company solicitor.
The articles of association must include:
-The name and registered office of the company
-the members of the company and their place of residence
-the objects (that is, the field of activity)
-the capital stock and members’ contributions
-the executive officers’ name and domicile
-the period of time for which the company is created
-other prescriptions by the law concerning the respective forms of organisations
-the member’s (shareholder’s) financial contribution
The members’ contribution can be of financial or non-financial nature.
The founding of a company has to be reported to the local Registry Court within 30 days from the signing of the relevant documents. The company comes to existence on the day of its registering in the trade register.
Bt., Kft. és Rt. megszűnése
An economic partnership is terminated if:
- the period defined in the articles of association expires
- termination without a legal successor is decided
- termination with a legal successor is decided (transformation)
- the number of its members drops to one
- the Company Registration Court declares it as terminated
- the Company Registration Court officially rules it as terminated
- the court terminates it in a liquidation process
- the relevant regulations of the law on economic partnerships provide for termination.
Termination of any economic partnership is effected upon cancellation from the Company Registry. The member of an economic partnership shall be liable for all obligations of the company in case termination takes place without a legal successor. If a company is terminated without a legal successor final settlement may take place, except in case of liquidation or cancellation from the Company Registry by the Company Registration Court.
Testületek, vezető tisztségviselők
The main body of business organizations
The main organ of general partnerships, deposit partnerships and limited liability companies is the general meeting, for joint enterprises it is the board of directors while in case of joint-stock companies it is the stockholders’ meeting. All members of a business organisation are entitled to take part in the work of the company’s main body. The main body of the business organisation makes its decisions by majority of votes.
The chief officers, the members of the supervisory board and the auditor are appointed by the main body of the business organisation.
The management of the business organisation is performed by the executive officers. The executive officer in a general partnership or in a deposit partnership is that member of the company who is entitled to manage business affairs while in joint partnerships it is the manager and in limited liability companies it is the managing director.
The management of the joint-stock company is done by the board of directors and the members of the board are the so-called executive officers. Only natural persons are eligible to be executive officers and the duties can be met only in person.