Modifications of company rules in the Civil Code

Several modifications of the company rules in the Hungarian Civil Code entered into force with effect of 1 January 2022. One of the most important changes is that the rules on additional payment (in Hungarian: “pótbefizetés”), which were applicable only for limited liability companies, have been transferred to the common rules of companies, resulting in that the possibility to require additional payment from the members is available also for general partnerships, limited partnerships and private limited companies. According to the new rules on limited liability companies, one member might have more business shares, but even if a member has more business shares, it shall be considered as one member towards the company and the connected voting rights shall be calculated together.

The member’s obligation to provide contribution is also modified. If a member failed to provide the cash contribution in full, the company is still entitled to decide on dividend, however, it cannot be paid to a member who has not yet provided its cash contribution, but it must be settled against the cash contribution not yet provided. Furthermore, the member of the supervisory board might also be a legal person. In this case, the legal person shall designate a natural person who performs the duties.