The minimum capital contribution is as much as HUF 5.000.000. At the formation of the company at least half of this amount must be provided by the shareholders, more precisely all the shareholders must provide at least half of his personal capital contribution undertaken by them. The remaining part of the contributions must be provided within one year from the date of formation of the company.
The capital contributions of members may be of varying value, however, the value of each contribution may not be less than three hundred thousand forints. Capital contributions shall be expressed in forints and shall be exactly divisible by ten thousand.
There is no minimum requirement regarding the shareholders of the company. The shareholders can be either natural persons or legal entities as well.
The liability of members extends only to the provision of their capital contributions. besides this, the members shall not be liable for the liabilities of the company with the exception the court state in a final resolution that negligent and intentional conduct of the members leaded the company to be on the brink of insolvency.
Mode of representation
The members appoint a natural person to represent the company that is called as director who can be either a member of the company or a third party. Management board can be elected as well, in this case there shall be at least 3 and maximum 11 directors and the board elects the general director. The rules of procedure approved by the management board shall provide for the division of tasks and competence among the members of the management board.
The main differences compared to Limited-Liability Companies are
The articles of association of a private limited company may, in defining the relevant conditions, provide for the issue of shares which grant certain preferences to their holders over other types of shares (preference shares).
For preference shares, the articles of association may define classes of shares to afford the following:
upon termination of the private limited company without succession, priority for a share from the assets to be distributed (preferential right to any liquidation surplus);
preference related to voting rights; or
priority for the appointment of executive officers or supervisory board members; and
the right of pre-emption.
A private limited company may issue registered bonds in a value for up to half of its share capital, which shall be converted into shares at the request of the holder (convertible bonds).
A private limited company may also decide to issue registered bonds which, at a later point in time, upon the increase of the share capital entitle the holders of such bonds, following shareholders, to the right of subscription (bonds with subscription rights).