Private Limited-Liability Company -Hungary
General Information about Hungary. Method of incorporation/ registration LLC. Company legal form. Company status. Possible company activities, Prohibited company activities, Restrictions on company name, Public information, Double tax treaties, etc. Detailed description of private limited-liability companies in Hungary.
Content
LAVECO
LTD. ®
since 1991.
The Company Maker
PRIVATE
LIMITED-LIABILITY
COMPANY
- HUNGARY UK
LAVECO LTD.
3rd Floor, Blackwell House,
Guildhall Yard, London
EC2V 5AE United Kingdom
Tel.: +44-207-556-0900
Fax: +44-207-556-0910
[email protected]
HONG KONG
CYPRUS
LAVECO LIMITED LAVECO LIMITED
HUNGARY
LAVECO KFT.
Office Unit No.6, 26th F.,
Kin Sang Commercial Centre
No. 49 King Yip Street
Kwun Tong, Hong Kong
Tel.: +852-2388-8049
Fax: + 852-2388-2960
[email protected]
33/a Raday Street,
1092 Budapest,
Hungary
Tel.: +36-1-456-72-00
Fax: +36-1-456-72-01
[email protected]
Despina Sofia Complex
Ap. 101, 8 Inomenon Ethnon
Drosia 6042, Larnaca, Cyprus
Tel.: +357-24-636-919
Fax: +357-24-636-920
[email protected]
© LAVECO Marketing Ltd., Belize 01/2015
ROMANIA
LAVECO LTD.
REP. OFFICE
58 Ferdinand I Blvd.,
7th floor, apart. 35.
Bucharest, Romania
Tel.: +40-21-311-61-76
Mob: +40-747-621-308
Fax: +40-21-311-61-82
[email protected]
BULGARIA
LAVECO EOOD
SEYCHELLES
LAVECO LTD.
Adriana Budevska No.2., Floor 5.,
Apartment 42., Triaditsa Municipality., Sofia, Bulgaria
Tel.: +359-2-953-2989
Mob: +359-888-126-013
Fax: +359-2-953-3502
[email protected]
Suite 2, Oliver Maradan Bld.
Oliver Maradan Street,
Victoria, Mahé, Seychelles
Tel.: +248-322-261
Fax: +248-324-932
[email protected]
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
GENERAL INFORMATION ABOUT HUNGARY
Official name:
Capital:
Time zone:
Measures:
Geography:
Hungary – Magyarország
Budapest
GMT +1
metric
Location: Central Europe, northwest of Romania
Area: 93 030 km2
Climate: temperate, cold, cloudy winters, warm
summers
People:
Population: 10 012 000 (2012)
Nationality: Hungarian
Languages: Hungarian 93.6 %, other 6.4 %
Government:
Form of state: parliamentary democracy
Head of state: president
Suffrage: 18 years of age, universal
Legal system: based on the Roman-Germanic legal
system
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LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Economic overview:
Total GDP: 129 540 USD (2012)
GDP per capita: 14 050 USD (2012)
GDP Composition by sector:
Agriculture: 4.5 %
Industry: 30.8 %
Main industries: mining, metallurgy, contruction
materials, processed foods, textiles, chemicals
Services: 65.9 %
Main trading partners: Germany, Russia, Austria, Italy,
Slovakia, Romania, Taiwan, China, Netherlands
Unemployment rate: 11 %
Inflation rate: 5.7% (2012)
Currency: Hungarian forint (HUF)
Business Hours:
Office hours: 8-17
Government offices: 8-16.30
Banks: 9-18
Shops: 10-20
Public Holidays:
1st of January
15th of March
Easter
20th of August
23rd of October
1st of November
Christmas
Electricity:
230 V
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LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
SHORT COMPANY PROFILE
Method of incorporation/
registration:
• Company registration proceedings are non-judicial
proceedings.
• During the proceedings only documentary evidence
shall be admitted.
• Legal representation is mandatory.
• Applications for registration shall be submitted by
the company’s legitimate representative through a
legal representative.
• The application for registration shall be submitted
in an electronic document to the court of registry of
jurisdiction by reference to the company’s registered
office, using a form appropriate for the company
type in question and signed by the legal
representative.
Company legal form:
Private limited-liability company – korlátolt felelősségű
társaság (LLC – KFT).
Company status:
4
Resident company.
Possible company
A business association may pursue any economic
activities:
activity that is not prohibited or restricted by law.
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Prohibited company
activities:
Source of corporate
legislation:
Banking, insurance, brokerage or financial activities
are subject to licensing.
• Act V of 2006 on Public Company Information,
Company Registration and Winding up
proceedings.
• Act IV of 2006 on Business Associations.
Restrictions on company
name:
• The name of a company must contain the selected
company form, and at least a lead word.
• The company’s concise name consists of the lead
word and the relevant company type.
• The corporate name (concise name) of a company
must clearly differ from the name of any other
company already registered in the country, and it
must not suggest any misleading implications, in
particular as relating to the scope of activities and
the form of the company.
Public information
All data (current and previous) of the companies
register and the company documents - including those
submitted by way of electronic means and the company
documents converted into electronic format - shall be
made available to the public.
Time required for
At least one week .
incorporation:
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LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Number of directors and
shareholders
Minimum 1 director of any nationality - private
individuals only.
A company may be founded by a single member, or a
single-member company may be established in such a
way that the ownership of all business shares of an
already operating company is acquired by one member
(single-member company). Members could be legal
entities.
Annual meeting:
Member’s meeting:
Shall be convened at least once every year.
• Unless otherwise provided by the memorandum of
association, members’ meetings shall be convened at
the registered office or place of business of the
company.
• Any deviation from this shall be subject to the prior
consent of all members adopted by a simple majority
of the votes.
Initial capital
Business share
Minimum 3 000 000 HUF paid up capital.
Following registration of the company, the rights of
members and their share from the assets of the
company are embodied by their business shares.
6
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Accounting/reporting
requirements
• VAT report shall be submitted monthly/quartely to
the tax authority (NAV).
• Annual report shall be submitted yearly to the tax
authority and to the company register – if it is
needed by law the annual report must be signed by
an auditor.
Corporate tax rate
Up to 500,000,000 HUF: 10% on the net profit.
Above 500,000,000 HUF: 19%.
7
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Double tax treaty:
Hungary has DTTs with various countries, including
the followings*:
1.
Austria
2. Belgium
3. Bulgaria
4. Cyprus
5. Denmark
6. Egypt
7. France
8. Greece
9.
the Netherlands
10.
Hong Kong
11. Ireland
12. China
13. Luxembourg
14. Poland
15. UK
16. Germany
17. Norway
18. Italy
19. Russia
20. Romania
21. Spain
22. Switzerland
23. Sweden
24. Thailand
25. Turkey
26. Ukraine
27. USA
*See the full list on pp. 23-25
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LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
DESCRIPTION OF
PRIVATE LIMITED-LIABILITY COMPANIES IN HUNGARY
LLC’s are business associations with legal personality, which business associations may
be founded by non-resident and resident natural persons, legal persons and business
associations lacking the legal status of a legal person to jointly engage in business
operations, and such persons may join these business associations as a member, or
acquire participation therein. Having the company’s particulars registered in the
companies register shall be executed upon request. Applications for registration shall be
submitted by the company’s legitimate representative through a legal representative.
Companies shall satisfy all obligations of notification to the court of registry by way of
electronic means and shall submit the application for the registration by way of
electronic means.
An LLC may be established subject to the conclusion of a memorandum of association.
For a limited company an articles of association must be adopted, and for singlemember business association a charter document has to be adopted. The memorandum
of association (or the charter document) shall be signed by all members (founders). The
memorandum of association may be signed on behalf of a member by his representative
holding an authorization fixed in an authentic instrument or in a private document
representing conclusive evidence. The memorandum of association shall be drawn up in
an authentic instrument prepared by a notary public, or in a private document
countersigned by a lawyer or the legal counsel of the founder. The registration of a
company in the company register is due to stamp duties.
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LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
The formation of an LLC may be rendered by law subject to authorization (“foundation
permit”). Where authorization by the competent authority is prescribed mandatory by
law, not including local government resolutions, to engage in a certain economic activity
(activity-specific authorization), the business association may only begin and pursue the
activity in question when in possession of such authorization. Unless an exemption is
provided by legal regulations, not including local government resolutions, activities
subject to qualification may be pursued by business associations only if there is at least
one person among its participating members, employees, or among the persons working
to the benefit of the company under a long-term civil relationship concluded with the
business association, who satisfies the qualification requirements set out in legal
regulations.
The foundation of a business association shall be notified to the competent court of
registry for registration and publication within thirty days after conclusion of the
memorandum of association. If a foundation permit is required for the establishment of
the business association, such notification to the court of registry shall be made within
fifteen days upon receipt of the permit. The business association shall be considered
established when admitted into the register of companies, effective as on the day of
admission.
The following shall be compulsory defined in the memorandum of association of an
LLC and due to this requirement all the information and data for the followings is
necessary to start the incorporation process:
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LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
1.
The corporate name and registered office of the business association: (along
with the topographical lot number of the registered address)
The registered office of a company functions as the company’s headquarters. The
registered office also functions as the company’s mailing address, where all business and
official documents are received, filed, safeguarded and archived, and where the
obligations set out in specific other legislation for corporate headquarters are satisfied.
Corporate headquarters are to be marked by a company sign. The articles of association
of the company may prescribe that the registered office shall also function as the
company’s main office of central business administration, where the decision-making
apparatus is located. If a company’s registered office and main office of central business
administration are not the same, the office of central business administration shall be
indicated in the articles of association and in the companies register.
The real estate property used for the company’s main office, permanent establishment or
branch must be owned outright by the company, or that the company is legally entitled
to use. The topographical lot number of the real estate property is required to verify the
ownership of the property.
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LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
2.
The members of the business association: (indicating their name or corporate
name; their address or registered office; registration number for legal entities; place and
date of birth for private persons; mothers maiden name and tax identification number
for private persons)
3.
The subscribed capital of the business association, the financial contribution
of each member as well as how and when the subscribed capital is made available, the
amounts of capital contributions of each member, and the extent of voting rights:
Each member is required to provide capital contribution for the foundation of a business
association. The capital contribution of the members shall consist of contributions in
cash and contributions in kind which the members agreed to provide to the benefit of
the business association. The initial capital of the company consists of the capital
contribution of the individual members. The amount of initial capital may not be less
than five hundred thousand forints. The capital contributions of members may be of
varying value, however, the value of each contribution may not be less than one hundred
thousand forints. Capital contributions shall be expressed in forints and shall be exactly
divisible by ten thousand. Each member shall have one capital contribution. However,
according to the provisions of common property, one capital contribution may have
several owners. Each member may have only one business share. If a member acquires
another independent business share, his business share shall increase by the business
share acquired.
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LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Any member providing a contribution in kind shall accept responsibility towards the
business association for a period of five years from the provision of the contribution in
kind, to the effect that the value indicated in the memorandum of association does not
exceed the value of the contribution in kind as effective at the time of its provision. Any
members who were knowledgeable about and consented to, an in-kind contribution a
member has provided at a value higher than what it was worth at the time when
provided shall, together with the person providing it, be subject to joint and several
liability toward the company for any resulting damages.
A company may be registered only if, prior to the submission of the application for
registration, at least half of each cash contribution has been paid up to the order of the
company. If the full amount of cash contributions is not paid up at the time of the
foundation of the company, the method and due date of the payment of the remaining
amounts shall be specified in the memorandum of association. All cash contributions
shall be paid up within a period of one year following registration of the company.
In-kind contributions shall be made available to the company at the time and in the
manner specif ied in the memorandum of association. If the value of in-k ind
contributions at the time of foundation amount to at least half of the initial capital, it
shall be made available to the company in its entirety at the time of foundation. If the
in-kind contribution was not made available to the company in its entirety at the time of
foundation, it shall be provided within three years from the company’s registration.
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LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
In connection w it h t he foundation of a single-member company, a ll in-k ind
contributions shall be made available to the company before the application for
registration is submitted to the court of registry. Members of the company are required
to pay up the cash contributions and to make available the contributions in kind.
Members of the company may not be exempted from such payment, and any offsetting
of payments with the company is not permitted. During the company’s existence,
members may not reclaim from the company the capital contributions which they have
provided, apart from capital reduction.
Simultaneously upon submission for registration to the court of registry, the managing
directors shall certify fulfilment of the conditions defined above. Following registration,
the managing director shall report - by way of electronic means - to the court of registry
when the capital contribution of each member is paid up in full.
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LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
The business association’s supreme body for private limited-liability companies it is the members’
meeting. Members’ meetings shall be convened at least once every year. Any member may be
represented in the members’ meeting by a person duly authorized. Managing directors, directors,
super visor y board members and the auditor may not act as authorized representatives.
Authorization shall be drawn up in an authentic instrument or a private document representing
conclusive evidence. For single-member private limited-liability companies no members’ meeting
(general meeting) is required, and the sole member shall adopt decisions in writing in the matters
conferred under the competence of the business association’s supreme body in the Act on Business
Associations or in the memorandum of association.
4.
The business association’s activities according to the statistical nomenclature:
A business association may pursue any economic activity - of the ones indicated in the
memorandum of association and that is not prohibited or restricted by law - that is notified to the
state tax authority as the business association’s main or other business activity. We suggest to liaise
with the company’s accountant to choose the proper activities in compliance with the statistical
nomenclature (TEÁOR) before the incorporation.
5.
The mode of representation; the method of signing for the company; the first executive
officers appointed by the members and of the first appointed supervisory board members; and
auditor where applicable:
The management of private limited-liability companies shall be conducted by one or more
managing directors. Executive officers must be natural persons. Executive officers must discharge
their duties relating to the company’s internal affairs and its bodies and other officers in person; no
representation is allowed.
15
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
The executive officers shall be responsible for notifying the court of registry - by way of
electronic means - concerning the foundation of the business association, any
amendment of the memorandum of association, the rights, facts and data contained in
the register of companies and changes therein, as well as any other data required by law.
Executive officers shall bear joint and several liability toward the business association
for any damage resulting from the incorrectness of the data, rights or facts notified, or
from any delay in filing or failure to file the notification, including where the annual
report prescribed in the Accounting Act and the relating business report is drawn up
and published not in compliance with the relevant provisions of the Accounting Act.
Authorized signatories shall sign on behalf of the company in the same fashion as
executed on the authentic statement of signature (signature registration certificate
witnessed and executed by a notary public) or in the signature specimen countersigned
by an attorney.
6.
The name (or corporate name), home address (or registered office) of the agent
for service of process of foreign legal persons and natural persons who do not have a
residence in Hungary:
If a foreign person who is registered in the companies register has a residence in
Hungary as well, this address shall also be indicated in the companies register. If the
application for registration indicates a non-resident legal person or a business
association lacking the legal status of a legal person, or the foreign natural person
indicated in the application does not have a residence in Hungary, an agent for service of
process shall be designated in the registration application.
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LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
The agent for service of process may be an organization or a natural person with a
registered office or permanent residence in Hungary, respectively. The agent’s official
appointment and his declaration of acceptance of said authorization drawn up in a
private document representing conclusive evidence or in an authentic instrument shall
also be enclosed with the application for registration. The members of the company, the
managing directors of the company, or the members of the supervisory board can not be
appointed as agents for service of process.
The agent for service of process shall be responsible for collecting any document relating
to the company’s operation and addressed to his principal by a court or other authority
and to forward these documents to the principal. Where any official document is
delivered by a court or other authority to the agent for service of process, it shall be
presumed that the foreign person has knowledge of them after they are delivered to the
agent in due process.
7.
The duration of the business association if established for a limited period of
time; and any other information required by the Act on Business Associations or the Act
on Public Company Information, Company Registration and Winding-up Proceedings.
17
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
8.
Filing of the VAT declaration:
Along with the incorporation documents, the company must choose and declare to the
TAX authority the method of Value Added Tax (VAT) assessment and payment, based
on the Act CXXVII of 2007 on Value Added Tax. Before filing the mentioned form to
the authority, we suggest to liaise with the company’s accountant in this question.
9.
Opening the bank account for the company and providing the capital
contribution for the foundation of the business association:
As regards the bank accounts, the payment service provider shall notify the competent
court of registry by way of electronic means concerning the particulars of the account
within eight days of the date on which the account is opened. This shall also apply when
the bank account is terminated. The notification is not subject to any payment of duties
or publication charges. The information notified will be registered and published
automatically, on the strength of the law.
10.
In case of the participation of a foreign company or other organization the
followings are required:
The foreign company’s certificate of incorporation issued within three months to date
and its official Hungarian translation, or proof of such company or other organization
being registered in the country where established, and its official Hungarian translation,
and a document to verif y the right of representation of the foreign company’s
representative is required for registration of the participation.
11.
Complying with the accounting rules:
The Tax and Financial Control Administration (APEH) and the Customs and Excise
Office (VPOP) merged into a new National Tax and Customs Administration (NAV) in
18
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
2011. The NAV gives the EU tax number automatically to the registered companies and
it has the power to supervise and monitor the newly registered business associations.
The examined target areas to be audited in each tax year.
After the incorporation the company must be registered by the local municipality where
its registered office is located for the further levy of the local municipal tax. Hungarian
taxation operates under a self-assessment system. Taxpayers are required to register,
make advance payments, file tax returns on their own behalf, make the needed
corrections to the tax returns, keep records and supply information as required by law.
Resident companies are required to make advance payments of tax. The taxes must be
paid in the local currency. Authorities randomly examine tax returns to enforce the selfassessment system.
In general, the tax year corresponds to the calendar year. Pursuant to the Accounting
Act the taxpayers – under certain conditions – exercise discretion in deciding on a
financial year that differs from the calendar year. The tax year is generally 12 months,
but can be shorter in certain cases. Generally speaking tax returns must be submitted to
the authority annually, however, for VAT, payroll and withholding taxes, quarterly or
monthly filing may be required. Corporations are subject to continuous assessment
throughout the year. All legal entities must file their tax return within 150 days of the
balance sheet date. If the balance sheet date is 31 December, the deadline is 31 May and
any tax paid in excess shall be repaid within 45 days of the taxpayer’s claim. Corporate
community taxes and local business taxes shall be declared by 31 May following the tax
year. Taxpayers whose financial year differs from the calendar year shall file their tax
returns by the 150th day following the last day of the tax year to which they pertain.
19
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Economic entities shall prepare an annual report - in Hungarian language - on their
operation, as well as their financial and earnings positions, supported by an accounting
system prescribed in the relevant act, following the closing of the books pertaining to
the financial year. Companies keeping double-entry books may prepare a simplified
annual report if, on the balance sheet date in two consecutive years, two of the following
three size-related indices do not exceed the following limits:
a) the balance sheet total does not exceed 500 million forints;
b) the annual net sales revenues do not exceed 1,000 million forints;
c) the average number of employees in the year under review does not exceed 50 persons.
The company may effect any disbursement from its own funds to a member, on account
of his membership, during the company’s existence solely in the cases defined in the Act
on Business Associations and only if the conditions set out in the Accounting Act are
satisfied, with the exception of the reduction of the share capital, from the taxed profit
for the current year, or from the taxed profit supplemented with available profit reserves
from the current year. No disbursement can be made if the company’s equity capital adjusted in accordance with the Accounting Act - is below its share capital or it would
be reduced to drop below the share capital if the payment was made.
Members shall be entitled to receive a share from the company’s taxed profit established
in accordance with the Accounting Act that is available from the current year and has
been ordered for distribution by the members’ meeting under the Act on Business
Associations, or from the taxed profit supplemented by available profit reserves from the
current year in the percentage consistent with their business shares (dividend).
20
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Dividends shall be paid to the members listed in the register of members at the time the
members’ meeting adopting the decision for the payment of dividends was held, unless
another time is prescribed in the memorandum of association. The memorandum of
association may contain a clause for dividends to be provided in cash or in kind.
Members shall be entitled to receive dividends only in the proportion of the capital
contributions they have already paid up. The members’ meeting may adopt its decision,
upon the recommendation of the managing director, presented with the consent of the
supervisory board where applicable, for the payment of dividends simultaneously with
the approval of the annual report prepared pursuant to the Accounting Act. Unless
otherwise provided by the memorandum of association, the profits shall be distributed
to members consistent with the percentage of their contributions to the company’s
capital.
USEFUL LINKS:
• en.nav.gov.hu
• www.fovarositorvenyszek.hu/angol/index-en.htm
• ebetekintes.birosag.hu/foldal/English
21
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Double Tax Treaties (State on 05. 07. 2011.)
COUNTRY
Albania
Australia
Austria (inheritance)
Austria
Azerbaijan
Belgium
Belarus
Bosnia-Hercegovina
Brazil
Bulgaria
Cyprus
Czech Republic
Denmark
Denmark (new one)
South-Africa
Egypt
Estonia
Finland
France
Philippines
Greece
Netherlands
Hong Kong
Croatia
India
Indonesia
Ireland
Iceland
Israel
Japan
Jugoslavia (old one)
22
SIGNED ON
PROMULGATION
14. XI. 1992.
Act XCI of 1996
29. XI. 1990.
Act XXXVI of 1993
25. II. 1975.
Act 1 (tvr) of 1976
25. II. 1975.
Act 2 (tvr) of 1976
18. II. 2008.
Act LXXXIX of 2008
19. VII. 1982.
20/1984. (IV. 18.) MT r.
19. II. 2002.
Act CXII of 2004
Applicable: the Former Yugoslavia Treaty
20. VII. 1986.
Act XXVII of 1992
8. VI. 1994.
Act XCII 1996
30. XI. 1981.
82/1982. (XII. 29.) MT r.
14. I. 1993.
Act XCIII of 1996
24. X. 1978.
45/1979. (XI. 10.) MT r.
27. IV. 2011.
Act LXXXIII of 2011
4. III. 1994.
Act VII of 1999
5. XI. 1991.
Act XVII of 1995
11. IX. 2002.
Act CXXVIII of 2004
25. X. 1978.
66/1981. (XII. 16.) MT r.
28. IV. 1980.
65/1981. (XII. 16.) MT r.
13. VI. 1997.
Act XVII of 2000
25. V. 1983.
33/1985. (VII. 1.) MT r.
5. VI. 1986.
10/1988. (III. 10.) MT r.
12. V. 2010.
Act CXXIX of 2010
30. VIII. 1996.
Act XVIII of 2000
3. XI. 2003.
Act CXLIV of 2005
19. X. 1989.
Act X of 1999
25. IV. 1995.
Act XI of 1999
23. XI. 2005.
Act CXLV of 2005
14. V. 1991.
Act LXIII of 1993
13. II. 1980.
Act 18. (tvr) of 1980
17. X. 1985.
Act 6. (tvr) of 1988
APPLICATION
I. 1. 1996.
I. 1. 1993.
I. 1. 1977.
I. 1. 1976.
I. 1. 2009.
I. 1. 1985.
I. 1. 2005.
I. 1. 1991.
I. 1. 1996.
I. 1. 1983.
I. 1. 1995.
I. 1. 1980.
I. 1. 1997.
I. 1. 1995.
I. 1. 2005.
I. 1. 1982.
I. 1. 1982.
I. 1. 1998.
I. 1. 1986.
I. 1. 1988.
I. 1. 2012.
I. 1. 1999.
I. 1. 2006.
I. 1. 1994.
I. 1. 1997.
I. 1. 2007.
I. 1. 1993.
I. 1. 1981.
regarding BosniaHercegovina
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
COUNTRY
Canada
Canada (amendment)
Kazakhstan
China
South Korea
Kuwait
Kuwait (amendment)
Poland (inheritance)
Poland
Poland
(amendment)
Latvia
Lithuania
Luxembourg
Macedonia
Malaysia
Malta
Morocco
Mexico
Moldova
Mongolia
Great-Britain
Germany
Germany (new one)
Norway
SIGNED ON
15. IV. 1992.
3. V. 1994.
7. XII. 1994.
17. VI. 1992.
29. III. 1989.
17. I. 1994.
9. XII. 2001.
12. V. 1928.
23. IX. 1992.
PROMULGATION
Act XVI of 1995
Act XII of 1999.
Act XIV of 1999
Act XV of 1999
Act XXVIII of 1992
Act XVI of 1999
Act LXX of 2003
Act XXVII of 1931
Act XCV of 1996
APPLICATION
I. 1. 1995.
I. 1. 1997.
I. 1. 1997.
I. 1. 1995.
I. 1. 1991.
I. 1. 1995.
I. 1. 2003.
VII. 22. 1931.
I. 1. 1996.
27. VI. 2000.
14. V. 2004.
12. V. 2004.
15. I. 1990.
13. IV. 2001.
22. V. 1989.
6. VIII. 1991.
12. XII. 1991.
24. VI. 2011.
19. IV. 1995.
13. IX. 1994.
28. XI. 1977.
18. VII. 1977.
28. II. 2011.
21. X. 1980.
Act XXVII of 2002
Act CXXX of 2004
Act CXXIX of 2004
Act XCV of 1990
Act XXXV of 2002
Act LX of 1993
Act LXVII of 1993
Act VIII of 2002
IX. 1. 2002.
I. 1. 2005.
I. 1. 2005.
I. 1. 1990.
I. 1. 2003.
I. 1. 1993.
I. 1. 1993.
I. 1. 2000.
I. 1. 1997.
I. 1. 1999.
I. 1. 1979.
I. 1. 1980.
Italy
16. V. 1977.
Russia
Armenia
Pakistan
Portugal
1.
09. XI. 2009.
24. II. 1992.
16. V. 1995.
Act XVIII of 1999
Act LXXXII of 2000
Act 15. (tvr) of 1978
Act 27. (tvr) of 1979
Act LXXXIV of 2011
67/1981. (XII. 16.)
MT r.
53/1980. (XII. 22.)
MT r.
IV. 1994.
Act X of 2010
Act II of 1996
Act XIX of 2000
I. 1. 1982.
I. 1. 1981.
Act XXI of 1999
I. 1. 2011.
I. 1. 1995.
I. 1. 2000.
23
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
COUNTRY
Romania
(inheritance)
Romania
San Marino
Serbia and
Montenegro (Former
Yugoslavia)
Singapur
Slovakia
Slovenia
Spain
SIGNED ON
28. VIII. 1948.
PROMULGATION
Act 16. (tvr) of 1949
APPLICATION
I. 1. 1950.
16. IX. 1993.
15. IX. 2009.
20. VI. 2001.
Act XCIX of 1996
Act CXXXII of 2010
Act XXV of 2003
I. 1. 1996.
I. 1. 2011.
I. 1. 2003.
17. IV. 1997.
5. VIII. 1994.
26. VIII. 2004.
9. VII. 1984.
I. 1. 1999.
I. 1. 1996.
I. 1. 2006.
I. 1. 1988.
Switzerland
Sweden
9. IV. 1981.
12. X. 1981.
Act XXI of 2000
Act C of 1996
Act CXLVI of 2005
12/1988. (III. 10.)
MT r.
Act 23. (tvr) of 1982
55/1982. (X. 22.) MT
r.
Act XXVI of 1937
Act CXXXIII of 2010
13/1990. (VII. 25.)
Korm. r.
Act CI of 1996
Act XXVIII of 1999
Act XXX of 1999
Act XXXI of 1999
Act XC of 2008
49/1979. (XII. 6.) MT
r.
Act XXII of 2010
Act CII of 1996
Sweden (inheritance) 20. XI. 1936.
Taipei
19. IV. 2010.
Thailand
18. V. 1989.
24
Turkey
Tunisia
Ukraine
Uruguay
Usbekistan
USA
10. III. 1993.
22. X. 1992.
19. V. 1995.
25. X. 1988.
17. IV. 2008.
12. II. 1979.
USA (new one)
Vietnam
04. II. 2010.
26. VIII. 1994.
I. 1. 1983.
I. 1. 1983.
applicable
I. 1. 2011.
I. 1. 1990.
I. 1. 1996.
I. 1. 1998.
I. 1. 1997.
I. 1. 1996.
I. 1. 2010.
I. 1. 1980.
I. 1. 1996.
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
PRICE LIST
Company registration services:
I. Compulsory costs:
EUR
Company registration with standard contract form in simplified
registration proceeding, including stamp duty and VAT:
(approximately 1 week, it is not feasible in every case)
650.-
Company registration with special Memorandum and Articles in
general registration proceeding, including stamp duty and VAT
from 1000.-
The registration fee includes the following: fees payable to the local attorney at law
for registration, stamp duty of the company, company documents countersigned by a
Hungarian attorney at law, company seal.
II. Optional costs:
Provision of Registered office for for the company from the date of
registration of the company:
100 + 27%
VAT/month
Dedicated telephone and fax line for 1 year (2 numbers)
960.-
Opening of bank account in Hungary:
250.-
The registered office fee includes the following: administrative services, registered
address, company sign, based on an agreement on administration and the use of
corporate headquarters.
III. Accounting and auditing services
Variable, depending on the number of transactions
25
LTD. ®
since 1991.
The Company Maker
PRIVATE
LIMITED-LIABILITY
COMPANY
- HUNGARY UK
LAVECO LTD.
3rd Floor, Blackwell House,
Guildhall Yard, London
EC2V 5AE United Kingdom
Tel.: +44-207-556-0900
Fax: +44-207-556-0910
[email protected]
HONG KONG
CYPRUS
LAVECO LIMITED LAVECO LIMITED
HUNGARY
LAVECO KFT.
Office Unit No.6, 26th F.,
Kin Sang Commercial Centre
No. 49 King Yip Street
Kwun Tong, Hong Kong
Tel.: +852-2388-8049
Fax: + 852-2388-2960
[email protected]
33/a Raday Street,
1092 Budapest,
Hungary
Tel.: +36-1-456-72-00
Fax: +36-1-456-72-01
[email protected]
Despina Sofia Complex
Ap. 101, 8 Inomenon Ethnon
Drosia 6042, Larnaca, Cyprus
Tel.: +357-24-636-919
Fax: +357-24-636-920
[email protected]
© LAVECO Marketing Ltd., Belize 01/2015
ROMANIA
LAVECO LTD.
REP. OFFICE
58 Ferdinand I Blvd.,
7th floor, apart. 35.
Bucharest, Romania
Tel.: +40-21-311-61-76
Mob: +40-747-621-308
Fax: +40-21-311-61-82
[email protected]
BULGARIA
LAVECO EOOD
SEYCHELLES
LAVECO LTD.
Adriana Budevska No.2., Floor 5.,
Apartment 42., Triaditsa Municipality., Sofia, Bulgaria
Tel.: +359-2-953-2989
Mob: +359-888-126-013
Fax: +359-2-953-3502
[email protected]
Suite 2, Oliver Maradan Bld.
Oliver Maradan Street,
Victoria, Mahé, Seychelles
Tel.: +248-322-261
Fax: +248-324-932
[email protected]
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
GENERAL INFORMATION ABOUT HUNGARY
Official name:
Capital:
Time zone:
Measures:
Geography:
Hungary – Magyarország
Budapest
GMT +1
metric
Location: Central Europe, northwest of Romania
Area: 93 030 km2
Climate: temperate, cold, cloudy winters, warm
summers
People:
Population: 10 012 000 (2012)
Nationality: Hungarian
Languages: Hungarian 93.6 %, other 6.4 %
Government:
Form of state: parliamentary democracy
Head of state: president
Suffrage: 18 years of age, universal
Legal system: based on the Roman-Germanic legal
system
2
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Economic overview:
Total GDP: 129 540 USD (2012)
GDP per capita: 14 050 USD (2012)
GDP Composition by sector:
Agriculture: 4.5 %
Industry: 30.8 %
Main industries: mining, metallurgy, contruction
materials, processed foods, textiles, chemicals
Services: 65.9 %
Main trading partners: Germany, Russia, Austria, Italy,
Slovakia, Romania, Taiwan, China, Netherlands
Unemployment rate: 11 %
Inflation rate: 5.7% (2012)
Currency: Hungarian forint (HUF)
Business Hours:
Office hours: 8-17
Government offices: 8-16.30
Banks: 9-18
Shops: 10-20
Public Holidays:
1st of January
15th of March
Easter
20th of August
23rd of October
1st of November
Christmas
Electricity:
230 V
3
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
SHORT COMPANY PROFILE
Method of incorporation/
registration:
• Company registration proceedings are non-judicial
proceedings.
• During the proceedings only documentary evidence
shall be admitted.
• Legal representation is mandatory.
• Applications for registration shall be submitted by
the company’s legitimate representative through a
legal representative.
• The application for registration shall be submitted
in an electronic document to the court of registry of
jurisdiction by reference to the company’s registered
office, using a form appropriate for the company
type in question and signed by the legal
representative.
Company legal form:
Private limited-liability company – korlátolt felelősségű
társaság (LLC – KFT).
Company status:
4
Resident company.
Possible company
A business association may pursue any economic
activities:
activity that is not prohibited or restricted by law.
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Prohibited company
activities:
Source of corporate
legislation:
Banking, insurance, brokerage or financial activities
are subject to licensing.
• Act V of 2006 on Public Company Information,
Company Registration and Winding up
proceedings.
• Act IV of 2006 on Business Associations.
Restrictions on company
name:
• The name of a company must contain the selected
company form, and at least a lead word.
• The company’s concise name consists of the lead
word and the relevant company type.
• The corporate name (concise name) of a company
must clearly differ from the name of any other
company already registered in the country, and it
must not suggest any misleading implications, in
particular as relating to the scope of activities and
the form of the company.
Public information
All data (current and previous) of the companies
register and the company documents - including those
submitted by way of electronic means and the company
documents converted into electronic format - shall be
made available to the public.
Time required for
At least one week .
incorporation:
5
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Number of directors and
shareholders
Minimum 1 director of any nationality - private
individuals only.
A company may be founded by a single member, or a
single-member company may be established in such a
way that the ownership of all business shares of an
already operating company is acquired by one member
(single-member company). Members could be legal
entities.
Annual meeting:
Member’s meeting:
Shall be convened at least once every year.
• Unless otherwise provided by the memorandum of
association, members’ meetings shall be convened at
the registered office or place of business of the
company.
• Any deviation from this shall be subject to the prior
consent of all members adopted by a simple majority
of the votes.
Initial capital
Business share
Minimum 3 000 000 HUF paid up capital.
Following registration of the company, the rights of
members and their share from the assets of the
company are embodied by their business shares.
6
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Accounting/reporting
requirements
• VAT report shall be submitted monthly/quartely to
the tax authority (NAV).
• Annual report shall be submitted yearly to the tax
authority and to the company register – if it is
needed by law the annual report must be signed by
an auditor.
Corporate tax rate
Up to 500,000,000 HUF: 10% on the net profit.
Above 500,000,000 HUF: 19%.
7
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Double tax treaty:
Hungary has DTTs with various countries, including
the followings*:
1.
Austria
2. Belgium
3. Bulgaria
4. Cyprus
5. Denmark
6. Egypt
7. France
8. Greece
9.
the Netherlands
10.
Hong Kong
11. Ireland
12. China
13. Luxembourg
14. Poland
15. UK
16. Germany
17. Norway
18. Italy
19. Russia
20. Romania
21. Spain
22. Switzerland
23. Sweden
24. Thailand
25. Turkey
26. Ukraine
27. USA
*See the full list on pp. 23-25
8
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
DESCRIPTION OF
PRIVATE LIMITED-LIABILITY COMPANIES IN HUNGARY
LLC’s are business associations with legal personality, which business associations may
be founded by non-resident and resident natural persons, legal persons and business
associations lacking the legal status of a legal person to jointly engage in business
operations, and such persons may join these business associations as a member, or
acquire participation therein. Having the company’s particulars registered in the
companies register shall be executed upon request. Applications for registration shall be
submitted by the company’s legitimate representative through a legal representative.
Companies shall satisfy all obligations of notification to the court of registry by way of
electronic means and shall submit the application for the registration by way of
electronic means.
An LLC may be established subject to the conclusion of a memorandum of association.
For a limited company an articles of association must be adopted, and for singlemember business association a charter document has to be adopted. The memorandum
of association (or the charter document) shall be signed by all members (founders). The
memorandum of association may be signed on behalf of a member by his representative
holding an authorization fixed in an authentic instrument or in a private document
representing conclusive evidence. The memorandum of association shall be drawn up in
an authentic instrument prepared by a notary public, or in a private document
countersigned by a lawyer or the legal counsel of the founder. The registration of a
company in the company register is due to stamp duties.
9
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
The formation of an LLC may be rendered by law subject to authorization (“foundation
permit”). Where authorization by the competent authority is prescribed mandatory by
law, not including local government resolutions, to engage in a certain economic activity
(activity-specific authorization), the business association may only begin and pursue the
activity in question when in possession of such authorization. Unless an exemption is
provided by legal regulations, not including local government resolutions, activities
subject to qualification may be pursued by business associations only if there is at least
one person among its participating members, employees, or among the persons working
to the benefit of the company under a long-term civil relationship concluded with the
business association, who satisfies the qualification requirements set out in legal
regulations.
The foundation of a business association shall be notified to the competent court of
registry for registration and publication within thirty days after conclusion of the
memorandum of association. If a foundation permit is required for the establishment of
the business association, such notification to the court of registry shall be made within
fifteen days upon receipt of the permit. The business association shall be considered
established when admitted into the register of companies, effective as on the day of
admission.
The following shall be compulsory defined in the memorandum of association of an
LLC and due to this requirement all the information and data for the followings is
necessary to start the incorporation process:
10
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
1.
The corporate name and registered office of the business association: (along
with the topographical lot number of the registered address)
The registered office of a company functions as the company’s headquarters. The
registered office also functions as the company’s mailing address, where all business and
official documents are received, filed, safeguarded and archived, and where the
obligations set out in specific other legislation for corporate headquarters are satisfied.
Corporate headquarters are to be marked by a company sign. The articles of association
of the company may prescribe that the registered office shall also function as the
company’s main office of central business administration, where the decision-making
apparatus is located. If a company’s registered office and main office of central business
administration are not the same, the office of central business administration shall be
indicated in the articles of association and in the companies register.
The real estate property used for the company’s main office, permanent establishment or
branch must be owned outright by the company, or that the company is legally entitled
to use. The topographical lot number of the real estate property is required to verify the
ownership of the property.
11
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
2.
The members of the business association: (indicating their name or corporate
name; their address or registered office; registration number for legal entities; place and
date of birth for private persons; mothers maiden name and tax identification number
for private persons)
3.
The subscribed capital of the business association, the financial contribution
of each member as well as how and when the subscribed capital is made available, the
amounts of capital contributions of each member, and the extent of voting rights:
Each member is required to provide capital contribution for the foundation of a business
association. The capital contribution of the members shall consist of contributions in
cash and contributions in kind which the members agreed to provide to the benefit of
the business association. The initial capital of the company consists of the capital
contribution of the individual members. The amount of initial capital may not be less
than five hundred thousand forints. The capital contributions of members may be of
varying value, however, the value of each contribution may not be less than one hundred
thousand forints. Capital contributions shall be expressed in forints and shall be exactly
divisible by ten thousand. Each member shall have one capital contribution. However,
according to the provisions of common property, one capital contribution may have
several owners. Each member may have only one business share. If a member acquires
another independent business share, his business share shall increase by the business
share acquired.
12
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Any member providing a contribution in kind shall accept responsibility towards the
business association for a period of five years from the provision of the contribution in
kind, to the effect that the value indicated in the memorandum of association does not
exceed the value of the contribution in kind as effective at the time of its provision. Any
members who were knowledgeable about and consented to, an in-kind contribution a
member has provided at a value higher than what it was worth at the time when
provided shall, together with the person providing it, be subject to joint and several
liability toward the company for any resulting damages.
A company may be registered only if, prior to the submission of the application for
registration, at least half of each cash contribution has been paid up to the order of the
company. If the full amount of cash contributions is not paid up at the time of the
foundation of the company, the method and due date of the payment of the remaining
amounts shall be specified in the memorandum of association. All cash contributions
shall be paid up within a period of one year following registration of the company.
In-kind contributions shall be made available to the company at the time and in the
manner specif ied in the memorandum of association. If the value of in-k ind
contributions at the time of foundation amount to at least half of the initial capital, it
shall be made available to the company in its entirety at the time of foundation. If the
in-kind contribution was not made available to the company in its entirety at the time of
foundation, it shall be provided within three years from the company’s registration.
13
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
In connection w it h t he foundation of a single-member company, a ll in-k ind
contributions shall be made available to the company before the application for
registration is submitted to the court of registry. Members of the company are required
to pay up the cash contributions and to make available the contributions in kind.
Members of the company may not be exempted from such payment, and any offsetting
of payments with the company is not permitted. During the company’s existence,
members may not reclaim from the company the capital contributions which they have
provided, apart from capital reduction.
Simultaneously upon submission for registration to the court of registry, the managing
directors shall certify fulfilment of the conditions defined above. Following registration,
the managing director shall report - by way of electronic means - to the court of registry
when the capital contribution of each member is paid up in full.
14
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
The business association’s supreme body for private limited-liability companies it is the members’
meeting. Members’ meetings shall be convened at least once every year. Any member may be
represented in the members’ meeting by a person duly authorized. Managing directors, directors,
super visor y board members and the auditor may not act as authorized representatives.
Authorization shall be drawn up in an authentic instrument or a private document representing
conclusive evidence. For single-member private limited-liability companies no members’ meeting
(general meeting) is required, and the sole member shall adopt decisions in writing in the matters
conferred under the competence of the business association’s supreme body in the Act on Business
Associations or in the memorandum of association.
4.
The business association’s activities according to the statistical nomenclature:
A business association may pursue any economic activity - of the ones indicated in the
memorandum of association and that is not prohibited or restricted by law - that is notified to the
state tax authority as the business association’s main or other business activity. We suggest to liaise
with the company’s accountant to choose the proper activities in compliance with the statistical
nomenclature (TEÁOR) before the incorporation.
5.
The mode of representation; the method of signing for the company; the first executive
officers appointed by the members and of the first appointed supervisory board members; and
auditor where applicable:
The management of private limited-liability companies shall be conducted by one or more
managing directors. Executive officers must be natural persons. Executive officers must discharge
their duties relating to the company’s internal affairs and its bodies and other officers in person; no
representation is allowed.
15
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
The executive officers shall be responsible for notifying the court of registry - by way of
electronic means - concerning the foundation of the business association, any
amendment of the memorandum of association, the rights, facts and data contained in
the register of companies and changes therein, as well as any other data required by law.
Executive officers shall bear joint and several liability toward the business association
for any damage resulting from the incorrectness of the data, rights or facts notified, or
from any delay in filing or failure to file the notification, including where the annual
report prescribed in the Accounting Act and the relating business report is drawn up
and published not in compliance with the relevant provisions of the Accounting Act.
Authorized signatories shall sign on behalf of the company in the same fashion as
executed on the authentic statement of signature (signature registration certificate
witnessed and executed by a notary public) or in the signature specimen countersigned
by an attorney.
6.
The name (or corporate name), home address (or registered office) of the agent
for service of process of foreign legal persons and natural persons who do not have a
residence in Hungary:
If a foreign person who is registered in the companies register has a residence in
Hungary as well, this address shall also be indicated in the companies register. If the
application for registration indicates a non-resident legal person or a business
association lacking the legal status of a legal person, or the foreign natural person
indicated in the application does not have a residence in Hungary, an agent for service of
process shall be designated in the registration application.
16
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
The agent for service of process may be an organization or a natural person with a
registered office or permanent residence in Hungary, respectively. The agent’s official
appointment and his declaration of acceptance of said authorization drawn up in a
private document representing conclusive evidence or in an authentic instrument shall
also be enclosed with the application for registration. The members of the company, the
managing directors of the company, or the members of the supervisory board can not be
appointed as agents for service of process.
The agent for service of process shall be responsible for collecting any document relating
to the company’s operation and addressed to his principal by a court or other authority
and to forward these documents to the principal. Where any official document is
delivered by a court or other authority to the agent for service of process, it shall be
presumed that the foreign person has knowledge of them after they are delivered to the
agent in due process.
7.
The duration of the business association if established for a limited period of
time; and any other information required by the Act on Business Associations or the Act
on Public Company Information, Company Registration and Winding-up Proceedings.
17
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
8.
Filing of the VAT declaration:
Along with the incorporation documents, the company must choose and declare to the
TAX authority the method of Value Added Tax (VAT) assessment and payment, based
on the Act CXXVII of 2007 on Value Added Tax. Before filing the mentioned form to
the authority, we suggest to liaise with the company’s accountant in this question.
9.
Opening the bank account for the company and providing the capital
contribution for the foundation of the business association:
As regards the bank accounts, the payment service provider shall notify the competent
court of registry by way of electronic means concerning the particulars of the account
within eight days of the date on which the account is opened. This shall also apply when
the bank account is terminated. The notification is not subject to any payment of duties
or publication charges. The information notified will be registered and published
automatically, on the strength of the law.
10.
In case of the participation of a foreign company or other organization the
followings are required:
The foreign company’s certificate of incorporation issued within three months to date
and its official Hungarian translation, or proof of such company or other organization
being registered in the country where established, and its official Hungarian translation,
and a document to verif y the right of representation of the foreign company’s
representative is required for registration of the participation.
11.
Complying with the accounting rules:
The Tax and Financial Control Administration (APEH) and the Customs and Excise
Office (VPOP) merged into a new National Tax and Customs Administration (NAV) in
18
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
2011. The NAV gives the EU tax number automatically to the registered companies and
it has the power to supervise and monitor the newly registered business associations.
The examined target areas to be audited in each tax year.
After the incorporation the company must be registered by the local municipality where
its registered office is located for the further levy of the local municipal tax. Hungarian
taxation operates under a self-assessment system. Taxpayers are required to register,
make advance payments, file tax returns on their own behalf, make the needed
corrections to the tax returns, keep records and supply information as required by law.
Resident companies are required to make advance payments of tax. The taxes must be
paid in the local currency. Authorities randomly examine tax returns to enforce the selfassessment system.
In general, the tax year corresponds to the calendar year. Pursuant to the Accounting
Act the taxpayers – under certain conditions – exercise discretion in deciding on a
financial year that differs from the calendar year. The tax year is generally 12 months,
but can be shorter in certain cases. Generally speaking tax returns must be submitted to
the authority annually, however, for VAT, payroll and withholding taxes, quarterly or
monthly filing may be required. Corporations are subject to continuous assessment
throughout the year. All legal entities must file their tax return within 150 days of the
balance sheet date. If the balance sheet date is 31 December, the deadline is 31 May and
any tax paid in excess shall be repaid within 45 days of the taxpayer’s claim. Corporate
community taxes and local business taxes shall be declared by 31 May following the tax
year. Taxpayers whose financial year differs from the calendar year shall file their tax
returns by the 150th day following the last day of the tax year to which they pertain.
19
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Economic entities shall prepare an annual report - in Hungarian language - on their
operation, as well as their financial and earnings positions, supported by an accounting
system prescribed in the relevant act, following the closing of the books pertaining to
the financial year. Companies keeping double-entry books may prepare a simplified
annual report if, on the balance sheet date in two consecutive years, two of the following
three size-related indices do not exceed the following limits:
a) the balance sheet total does not exceed 500 million forints;
b) the annual net sales revenues do not exceed 1,000 million forints;
c) the average number of employees in the year under review does not exceed 50 persons.
The company may effect any disbursement from its own funds to a member, on account
of his membership, during the company’s existence solely in the cases defined in the Act
on Business Associations and only if the conditions set out in the Accounting Act are
satisfied, with the exception of the reduction of the share capital, from the taxed profit
for the current year, or from the taxed profit supplemented with available profit reserves
from the current year. No disbursement can be made if the company’s equity capital adjusted in accordance with the Accounting Act - is below its share capital or it would
be reduced to drop below the share capital if the payment was made.
Members shall be entitled to receive a share from the company’s taxed profit established
in accordance with the Accounting Act that is available from the current year and has
been ordered for distribution by the members’ meeting under the Act on Business
Associations, or from the taxed profit supplemented by available profit reserves from the
current year in the percentage consistent with their business shares (dividend).
20
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Dividends shall be paid to the members listed in the register of members at the time the
members’ meeting adopting the decision for the payment of dividends was held, unless
another time is prescribed in the memorandum of association. The memorandum of
association may contain a clause for dividends to be provided in cash or in kind.
Members shall be entitled to receive dividends only in the proportion of the capital
contributions they have already paid up. The members’ meeting may adopt its decision,
upon the recommendation of the managing director, presented with the consent of the
supervisory board where applicable, for the payment of dividends simultaneously with
the approval of the annual report prepared pursuant to the Accounting Act. Unless
otherwise provided by the memorandum of association, the profits shall be distributed
to members consistent with the percentage of their contributions to the company’s
capital.
USEFUL LINKS:
• en.nav.gov.hu
• www.fovarositorvenyszek.hu/angol/index-en.htm
• ebetekintes.birosag.hu/foldal/English
21
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
Double Tax Treaties (State on 05. 07. 2011.)
COUNTRY
Albania
Australia
Austria (inheritance)
Austria
Azerbaijan
Belgium
Belarus
Bosnia-Hercegovina
Brazil
Bulgaria
Cyprus
Czech Republic
Denmark
Denmark (new one)
South-Africa
Egypt
Estonia
Finland
France
Philippines
Greece
Netherlands
Hong Kong
Croatia
India
Indonesia
Ireland
Iceland
Israel
Japan
Jugoslavia (old one)
22
SIGNED ON
PROMULGATION
14. XI. 1992.
Act XCI of 1996
29. XI. 1990.
Act XXXVI of 1993
25. II. 1975.
Act 1 (tvr) of 1976
25. II. 1975.
Act 2 (tvr) of 1976
18. II. 2008.
Act LXXXIX of 2008
19. VII. 1982.
20/1984. (IV. 18.) MT r.
19. II. 2002.
Act CXII of 2004
Applicable: the Former Yugoslavia Treaty
20. VII. 1986.
Act XXVII of 1992
8. VI. 1994.
Act XCII 1996
30. XI. 1981.
82/1982. (XII. 29.) MT r.
14. I. 1993.
Act XCIII of 1996
24. X. 1978.
45/1979. (XI. 10.) MT r.
27. IV. 2011.
Act LXXXIII of 2011
4. III. 1994.
Act VII of 1999
5. XI. 1991.
Act XVII of 1995
11. IX. 2002.
Act CXXVIII of 2004
25. X. 1978.
66/1981. (XII. 16.) MT r.
28. IV. 1980.
65/1981. (XII. 16.) MT r.
13. VI. 1997.
Act XVII of 2000
25. V. 1983.
33/1985. (VII. 1.) MT r.
5. VI. 1986.
10/1988. (III. 10.) MT r.
12. V. 2010.
Act CXXIX of 2010
30. VIII. 1996.
Act XVIII of 2000
3. XI. 2003.
Act CXLIV of 2005
19. X. 1989.
Act X of 1999
25. IV. 1995.
Act XI of 1999
23. XI. 2005.
Act CXLV of 2005
14. V. 1991.
Act LXIII of 1993
13. II. 1980.
Act 18. (tvr) of 1980
17. X. 1985.
Act 6. (tvr) of 1988
APPLICATION
I. 1. 1996.
I. 1. 1993.
I. 1. 1977.
I. 1. 1976.
I. 1. 2009.
I. 1. 1985.
I. 1. 2005.
I. 1. 1991.
I. 1. 1996.
I. 1. 1983.
I. 1. 1995.
I. 1. 1980.
I. 1. 1997.
I. 1. 1995.
I. 1. 2005.
I. 1. 1982.
I. 1. 1982.
I. 1. 1998.
I. 1. 1986.
I. 1. 1988.
I. 1. 2012.
I. 1. 1999.
I. 1. 2006.
I. 1. 1994.
I. 1. 1997.
I. 1. 2007.
I. 1. 1993.
I. 1. 1981.
regarding BosniaHercegovina
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
COUNTRY
Canada
Canada (amendment)
Kazakhstan
China
South Korea
Kuwait
Kuwait (amendment)
Poland (inheritance)
Poland
Poland
(amendment)
Latvia
Lithuania
Luxembourg
Macedonia
Malaysia
Malta
Morocco
Mexico
Moldova
Mongolia
Great-Britain
Germany
Germany (new one)
Norway
SIGNED ON
15. IV. 1992.
3. V. 1994.
7. XII. 1994.
17. VI. 1992.
29. III. 1989.
17. I. 1994.
9. XII. 2001.
12. V. 1928.
23. IX. 1992.
PROMULGATION
Act XVI of 1995
Act XII of 1999.
Act XIV of 1999
Act XV of 1999
Act XXVIII of 1992
Act XVI of 1999
Act LXX of 2003
Act XXVII of 1931
Act XCV of 1996
APPLICATION
I. 1. 1995.
I. 1. 1997.
I. 1. 1997.
I. 1. 1995.
I. 1. 1991.
I. 1. 1995.
I. 1. 2003.
VII. 22. 1931.
I. 1. 1996.
27. VI. 2000.
14. V. 2004.
12. V. 2004.
15. I. 1990.
13. IV. 2001.
22. V. 1989.
6. VIII. 1991.
12. XII. 1991.
24. VI. 2011.
19. IV. 1995.
13. IX. 1994.
28. XI. 1977.
18. VII. 1977.
28. II. 2011.
21. X. 1980.
Act XXVII of 2002
Act CXXX of 2004
Act CXXIX of 2004
Act XCV of 1990
Act XXXV of 2002
Act LX of 1993
Act LXVII of 1993
Act VIII of 2002
IX. 1. 2002.
I. 1. 2005.
I. 1. 2005.
I. 1. 1990.
I. 1. 2003.
I. 1. 1993.
I. 1. 1993.
I. 1. 2000.
I. 1. 1997.
I. 1. 1999.
I. 1. 1979.
I. 1. 1980.
Italy
16. V. 1977.
Russia
Armenia
Pakistan
Portugal
1.
09. XI. 2009.
24. II. 1992.
16. V. 1995.
Act XVIII of 1999
Act LXXXII of 2000
Act 15. (tvr) of 1978
Act 27. (tvr) of 1979
Act LXXXIV of 2011
67/1981. (XII. 16.)
MT r.
53/1980. (XII. 22.)
MT r.
IV. 1994.
Act X of 2010
Act II of 1996
Act XIX of 2000
I. 1. 1982.
I. 1. 1981.
Act XXI of 1999
I. 1. 2011.
I. 1. 1995.
I. 1. 2000.
23
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
COUNTRY
Romania
(inheritance)
Romania
San Marino
Serbia and
Montenegro (Former
Yugoslavia)
Singapur
Slovakia
Slovenia
Spain
SIGNED ON
28. VIII. 1948.
PROMULGATION
Act 16. (tvr) of 1949
APPLICATION
I. 1. 1950.
16. IX. 1993.
15. IX. 2009.
20. VI. 2001.
Act XCIX of 1996
Act CXXXII of 2010
Act XXV of 2003
I. 1. 1996.
I. 1. 2011.
I. 1. 2003.
17. IV. 1997.
5. VIII. 1994.
26. VIII. 2004.
9. VII. 1984.
I. 1. 1999.
I. 1. 1996.
I. 1. 2006.
I. 1. 1988.
Switzerland
Sweden
9. IV. 1981.
12. X. 1981.
Act XXI of 2000
Act C of 1996
Act CXLVI of 2005
12/1988. (III. 10.)
MT r.
Act 23. (tvr) of 1982
55/1982. (X. 22.) MT
r.
Act XXVI of 1937
Act CXXXIII of 2010
13/1990. (VII. 25.)
Korm. r.
Act CI of 1996
Act XXVIII of 1999
Act XXX of 1999
Act XXXI of 1999
Act XC of 2008
49/1979. (XII. 6.) MT
r.
Act XXII of 2010
Act CII of 1996
Sweden (inheritance) 20. XI. 1936.
Taipei
19. IV. 2010.
Thailand
18. V. 1989.
24
Turkey
Tunisia
Ukraine
Uruguay
Usbekistan
USA
10. III. 1993.
22. X. 1992.
19. V. 1995.
25. X. 1988.
17. IV. 2008.
12. II. 1979.
USA (new one)
Vietnam
04. II. 2010.
26. VIII. 1994.
I. 1. 1983.
I. 1. 1983.
applicable
I. 1. 2011.
I. 1. 1990.
I. 1. 1996.
I. 1. 1998.
I. 1. 1997.
I. 1. 1996.
I. 1. 2010.
I. 1. 1980.
I. 1. 1996.
LAVECO
LTD.
The Company Maker since 1991
PRIVATE LIMITED-LIABILITY COMPANY - HUNGARY
PRICE LIST
Company registration services:
I. Compulsory costs:
EUR
Company registration with standard contract form in simplified
registration proceeding, including stamp duty and VAT:
(approximately 1 week, it is not feasible in every case)
650.-
Company registration with special Memorandum and Articles in
general registration proceeding, including stamp duty and VAT
from 1000.-
The registration fee includes the following: fees payable to the local attorney at law
for registration, stamp duty of the company, company documents countersigned by a
Hungarian attorney at law, company seal.
II. Optional costs:
Provision of Registered office for for the company from the date of
registration of the company:
100 + 27%
VAT/month
Dedicated telephone and fax line for 1 year (2 numbers)
960.-
Opening of bank account in Hungary:
250.-
The registered office fee includes the following: administrative services, registered
address, company sign, based on an agreement on administration and the use of
corporate headquarters.
III. Accounting and auditing services
Variable, depending on the number of transactions
25
