Act IV of 2006 regulates the formation of companies, whilst Act V of 2006 on publicly available company information, company court procedures and solvent liquidation, governs the steps involved in founding companies.
Legal forms for businesses
In Hungary there are companies without legal personality, as well as companies with legal personality. Companies may also operate in not-for-profit form. Companies may be set up by foreign and domestic natural and legal persons, and by companies without legal personality. To establish a company, with the exception of limited liability companies and joint stock companies, at least two members are required.
Companies without legal personality:
- General partnership (kkt.) - When they sign the articles of association, the members of a partnership (kkt.) undertake the obligation to pursue joint business activities with unlimited, joint liability.
- Limited partnership (bt.) - In the case of a limited partnership (bt.), not every member has to assume unlimited liability, but there does need to be at least one such member (full partner) and at least one other member (associate member), who is only obliged to provide the material deposit undertaken in the articles of association.
Companies without legal personality:
- Limited liability company (kft.) - A limited liability company (kft.) is a company that is made up of share capital comprising primary stakes of a pre-defined amount, and for which a member's liability extends to providing his primary stake and any other material contributions defined in the articles of association. A limited liability company may be set up with capital of at least five hundred thousand forints.
- Joint stock company (rt.) - A joint stock company (rt.) is a capital investment company, and may be private (zrt.) or public (nyrt.) in form. A joint stock company (rt.) is public if all or part of its shares are traded publicly, and it is private, if its shares are not traded publicly. A private joint stock company may be set up with capital of at least five million forints, while a public joint stock company may be set up with capital of at least twenty million forints.
Business activities and related rules
It may be a legal requirement for setting up a company to have a permit from the authorities. If there is a legal requirement to have a permit from the authorities in order to pursue a business activity (with the exception of local government decrees), such activity may only start once the permit has been obtained. The chief rule is that a company may only pursue activities linked to qualifications if at least one of the members, employees, or those performing activities for the company under a long-term civil-law contract concluded with the company, and collaborating personally on such an activity, meets the qualification requirements defined in law.
- In addition to Hungarian citizens and nationals of EEA Member States, foreigners with a residence permit can also conduct business as a sole trader following registration of the business activity.
- Registration must be done electronically via the Client Gateway, but the arrangements for this may be initiated in person at the office of records. The Central Office for Administrative and Electronic Public Services keeps records of sole traders on the basis of the registration. A sole trader who registers sole-trading activities is entitled, but is not obliged, to take out a sole trader’s licence.
- Reporting changes to activities as a sole trader
A sole trader may set up a one-man business, which is a taxpayer without legal personality and which is created upon registration in the companies register in accordance with the company registration rules. One-man companies have legal capacity, and may acquire rights and undertake obligations, and may in particular acquire property, conclude agreements, initiate court proceedings and be sued. A one-man company may only have one member, and a natural person may only be the member of a single one-man company.
Business plans and evaluation
Small and medium-sized enterprises can ask chambers of commerce, and business development and innovation centres for advice with regard to drawing up their business plans.
To succeed, a new business needs a sound commercial strategy and secure financing.
Some standard requirements to be completed when setting up a business are the same as when opening a branch.
Single point contact
In Hungary, applications for the registration of a company must be submitted electronically by the company's legal representative. The "one-stop shop" during company registration means that the Court of Registration obtains the company's tax number and statistical code using the electronic system created for this purpose.
The "one-stop shop" in the process of registering sole trader activities means that the competent authority obtains the tax number and statistical code directly, instead of the applicant, so the applicant does not need to deal in person with the competent State tax authority or the Central Statistical Office before registration (for post-hoc registration see the section entitled “Tax registration” below).
All companies and sole trader businesses must register at the competent court of registration for the company’s registered office.. Applications for registering or amending details must be submitted electronically via a legal representative. The court of registration electronically records documents relating to the company and provides an electronic certificate of registration as well as confirmation of any changes made.
Social security registration
Once they have registered at the Client Gateway, employers are obliged to submit electronically on the Government Portal the data stipulated by law relating to their employees, on the form drawn up for this purpose, for the competent State tax authority of first instance, by no later than the first day of the legal insurance relationship prior to commencement of employment.
Only taxpayers who have a tax number may pursue taxable activities. Thanks to the “one-stop shop”, they receive the tax number immediately when they submit the company registration application or register sole trader business activities Taxpayers who are required to register their company are also required at the same time to report to the state tax authority within 15 days of the submission of the company registration application with regard to information that does not appear in the application for company registration. Similarly, all taxpayers have an obligation to report to the local tax authorities, within 15 days of the commencement of activities there by the taxpayer (e.g. with regard to local business taxes).
The fact that a company is registered in the companies register, or that an entrepreneur completes the registration required, or receives its operating licence, does not necessarily mean that it may pursue unrestricted business activities. It is a basic condition for legal operation, that a company obtain the different licences necessary for its activities.
Many manufacturing and service activities may be pursued on the basis of a simple report, while numerous activities require a premises licence.
Some commercial activities may be pursued on the basis of an operating licence.
A number of activities require an activity licence prescribed by sector legislation.
The service guideline: Points of Single Contacts
The service guideline is a European regulation intended to offer a help to enterprises planning to provide services in the European Uniont either in their own countries or abroad. The guideline specifies rules for enterprises wishing to create businesses, or to provide temporary services on the area of the EU/EEA (in 27 EU member states, as well as in Iceland, Liechtenstein and Norway). The guidelines obliges the member states to eliminate any unnecessary bureaucracy, to simplify the formalities required for enterprises, and to make public administration more efficient.
As part of the execution of the guideline, each member state had to create "point(s) of single contact", i.e. government portal(s) which help(s) the enterprises in the online management of the relevant administration procedures. The contact points offer general information on the administrative duties to be performed in connection with the foundation and expansion of an enterprise in a specific country. The points of single contact offer help, among others, in answering the following questions:
- Which permits and certifications are required for the foundation of my company (in my country or abroad)?
- What should do if I want to provide my services temporarily also abroad?
- What are necessary for me to acquire the permit? Which authority should I contact?
- Should I pay a fee for the permit? What deadlines should I meet?
- Which laws and regulations apply to my sector?
- What should I do to open a restaurant or a shop, or to work as a travel organiser in another country without founding an enterprise there?
- Whom should I contact if I need personal advices and additional information?
Due to the points of single contact, it is not necessary to personally contact various authorities in the future. You can find all essential information, and submit your online requests to the relevant authorities via a single joint point of contact. The electronically available official procedures become available via the points of single contact. The enterprises must use only the single point of contact of the target country.
The individual national single points of contact are available via a central website as part of the EUGO network. Using the services of the single points of contact is not compusory, and the enterprise may directly contact the competent authorities if he wants.
The following websites provide useful information on starting up companies:
The purpose of the New Széchenyi Plan Enterprise Development Programme is to promote partnership and cooperation between the enterprises, and to strengthen the economy organisation role of Hungary by establishing an economic network in the Carpathian basin and Europe, seated in Hungary.
One of the main purposes of the Hungarian Development Bank's (MFB) various loan and bank guarantee programmes is to encourage private businesses and company start-ups.