The rules governing the prohibition of executive officers are changing, as the legislator clarifies that, based on the provisions of the Civil Code, an executive officer who has been prohibited from holding an office may not acquire further shares in a business association, but is not obliged to dispose of their existing shares.
Supplemental capital contribution was introduced in 2022 among the general rules of the Civil Code. In the event of termination without a legal successor, it will be a general rule for all legal entities that the remaining assets after satisfying creditors and refunding supplemental capital contributions must be distributed among the members in proportion to their membership shares (whereas previously this was only applicable to Kft.). The rules governing the acquisition of shares at auction during enforcement proceedings, on which legal practice has been divided, are also clarified. On this basis, the acquisition of business shares in this manner will be considered an original form of acquisition, and no separate declaration will be required to become a member.
The bill provides the assignee with a legal basis for enforcing, in the event that the contract underlying the assigned claim is invalid, the rights which the assignor could enforce against the obligor in the absence of the assignment, to the extent of the assigned claim, as a legal consequence of the invalidity. In case of pre-emption rights, the joint acquisition by those entitled to make a declaration of acceptance would only be possible if they agree on the proportion of their rights. If no such agreement is reached between them, the owner may choose which of the declarations of acceptance he wishes to accept.
Regarding the rules governing custody, the current legislation imposes strict prohibitions on the use of deposits (escrow) for purposes other than those for which they were intended. The amendment expressly stipulates that, on the basis of the client's consent, an attorney may purchase government securities from the deposited amount. In the future, deposits must be managed in separate sub-accounts for each deposit, and collective account management may only be maintained in the case of expense deposits.
The bill is expected to enter into force on 1 March 2026.