Author: Dr. István Herdon LL.M.
Managing Partner, Attorney-at-Law, Specialist in Economic Law (Herdon Law Firm – Debrecen, Hungary)
Company formation in Hungary traditionally involved the founders personally appearing before the lawyer or notary public assisting with the formation. For founders living abroad, this could mean travel, time expenditure, and significant additional costs.
The domestic transposition of the Directive of the European Parliament and of the Council on the use of digital tools and processes has created a new opportunity. Under specified conditions, company formation in Hungary can now be carried out without the founder physically appearing before the legal representative drafting the documents.
However, online company formation is not simply a traditional company formation conducted via a video call. It is a procedure that meets specific legal requirements and can only be applied to certain founders, company forms, and capital contributions.
What exactly does online company formation mean?
Online company formation is a special company registration procedure where the person making declarations related to company formation does not have to appear in person before the acting lawyer, notary public, or other assisting organization.
Identity verification and client due diligence are carried out using an audited electronic communication device. The process must simultaneously meet the requirements for lawyer identification and client due diligence against money laundering and terrorist financing.
Thus, the online procedure allows for the replacement of personal appearance but does not eliminate:
- identity verification;
- client due diligence;
- examination of the founder’s intent;
- preparation of documents;
- legal representation;
- the company court procedure.
Digitization can replace the physical presence of the founder, but not the legal guarantees of company formation.
Who can form a company online in Hungary?
Based on § 9/G of the Ctv. [Company Law], the possibility of online company formation is linked to the European Union.
The online procedure can be used by:
- a citizen of a member state of the European Union;
- a legal entity registered in a member state of the European Union;
- another organization registered in a member state of the European Union.
The definition of the eligible persons is important because the online procedure is not generally open to all founders from any country in the world.
Even during the preparation of the procedure, it must be verified that all founders meet the legal conditions. If the company has multiple founders, it is not sufficient for only one of them to belong to the eligible group.
What type of company can be formed online?
Only specific company forms can be established through online formation.
The procedure can be applied to:
- the formation of a limited liability company, i.e., an LLC (Kft.);
- the establishment of a Hungarian branch office of a company registered in a member state of the European Union.
The specific rules for online formation do not apply to the formation of other Hungarian company forms.
This means, for example, that the formation of a limited partnership, general partnership, or public limited company cannot automatically be carried out within the same procedural form.
Before initiating online company formation, it is therefore necessary to decide first whether the LLC form is suitable for the planned economic activity, or, in the case of a foreign company, whether the establishment of a Hungarian branch office is justified.
Can an LLC be formed online with in-kind contributions?
The share capital of an LLC established online can only consist of monetary contributions.
This is one of the most important tangible conditions for the online procedure. If the founders wish to provide non-monetary contributions, i.e., in-kind contributions, to the company, the specific rules for online formation cannot be applied.
In-kind contributions could include, for example:
- real estate;
- vehicles;
- machinery or equipment;
- receivables;
- intellectual property;
- other transferable assets with monetary value.
If the planned share capital were to consist, even partially, of such non-monetary contributions, the formation must be prepared according to general rules.
When examining the conditions for online formation, it is therefore necessary to clarify in advance whether the founders intend to provide only money to the company.
Can deferred capital payment be applied?
The creation of share capital consisting solely of monetary contributions does not necessarily mean that the entire committed sum of money must be transferred when the company registration application is submitted.
The structure regulated in § 3:162 of the Ptk. [Civil Code] can also be applied within the framework of online formation, according to which a member’s monetary contribution can be fulfilled entirely or partially from the company’s subsequent distributable profit.
In this case, however, the articles of association must clearly specify:
- the total capital contribution undertaken by the member;
- the amount paid at the time of formation;
- the method of fulfilling the remaining monetary contribution;
- the legal deadlines and consequences.
The possibility of deferred fulfillment does not mean the waiver of the share capital obligation. The member remains obliged to provide the entire committed monetary contribution.
How does electronic identification take place?
The central element of online formation is remote personal identification.
The lawyer must be satisfied about:
- the founder’s identity;
- the authenticity of the documents;
- that the person genuinely entitled is participating in the procedure;
- that the legal declaration reflects the founder’s true will;
- that there is no suspicion of identity theft.
Identification takes place via an electronic communication device, in compliance with the relevant legal and anti-money laundering regulations.
Therefore, before the procedure, the founder must ensure, among other things:
- adequate internet connection;
- a usable camera and microphone;
- valid identification documents;
- documents requested in advance by the lawyer;
- the technical conditions necessary for electronic administration.
Poor image quality, improper presentation of documents, or contradictions arising during identification may hinder the continuation of the online procedure.
When may a lawyer require personal appearance?
The online procedure is an option, not an absolute right that precludes a personal meeting in all cases.
In case of doubt, the legal representative may require the personal appearance of the founder. This may occur especially if:
- there is doubt regarding identity;
- the verification of documents cannot be performed properly;
- there is suspicion of identity theft;
- the founder’s declarations are contradictory;
- electronic identification is technically unreliable.
This is an important protective rule. The speed and convenience of online formation cannot override the security of legal verification.
If the lawyer cannot ascertain the founder’s identity and true intentions beyond reasonable doubt, they are not obliged to complete the procedure solely remotely.
What is the process of online company formation?
Individual cases may vary, but the main stages of online company formation are typically as follows:
1. Preliminary examination of formation conditions
First, it must be clarified:
- the nationality or place of registration of the founders;
- the desired company form;
- the composition of the share capital;
- the identity of the members and the managing director;
- the Hungarian registered office;
- the planned activities;
- the necessity of a delivery agent.
It may become clear at this stage whether the formation meets the conditions for the online procedure.
2. Submission of documents and data
The founders must submit the data and documents required for drafting the documents and for client due diligence.
In the case of a foreign legal entity founder, it may be particularly important to verify the existence and representation of the foreign company and the authority of the acting person.
3. Electronic identification
The lawyer performs the identification of the founder or representative through the audited electronic communication system.
4. Preparation of the articles of association
Based on the founders’ decisions, the legal representative prepares the articles of association or, in the case of a single-member LLC, the deed of foundation, as well as the related company documents.
5. Creation of electronic documents
The online procedure requires that the documents necessary for the registration application be available in electronic form.
6. Submission of the company registration application
The legal representative submits the company registration application electronically and declares that the legal conditions for online formation are met.
7. Company court procedure
The company court examines the application and its attachments. In case of deficiencies, it may request rectification from the applicant.
Is an online company registered in ten days?
Based on the Ctv., the company court must decide on the registration application for an online-formed company within ten working days of receipt of the application.
However, it is important to note that this:
- is a deadline specified in working days;
- applies to the company court’s decision;
- does not mean that every company will necessarily be registered within ten days;
- does not make rectification unavoidable;
- can only ensure a fast procedure if the application is properly prepared.
The time required to complete rectification is not included in the company court’s processing deadline.
Therefore, one of the most important conditions for quick registration is that all data, documents, and declarations are precisely prepared before formation.
What errors can slow down online company formation?
The prolongation of the procedure can be caused particularly by:
- incomplete founder data provision;
- inadequate identification document;
- contradictions between the submitted data;
- inadequate electronic document;
- inclusion of in-kind contributions in the share capital;
- inadequate proof of representation of the foreign founder;
- absence of a delivery agent;
- inaccurate registered office data;
- incompleteness of data to be registered in the company register.
Rectification can not only mean a loss of time. If, based on the submitted documents, the conditions for online formation are not met, the application cannot be evaluated under the special online rules.
What are the advantages of online company formation?
The biggest advantage of online company formation is that eligible foreign founders can establish an LLC without personally traveling to Hungary.
This can result in significant savings in:
- travel costs;
- accommodation costs;
- time spent on travel;
- lost working hours of executives and representatives;
- organizational costs of formation.
This digital process can be particularly beneficial for founders who are already operating in multiple countries prior to formation, or who wish to prepare their Hungarian investment from abroad.
Is a Hungarian lawyer necessary for online formation?
Legal representation is mandatory in the company registration procedure. Online company formation is no exception to this rule.
The lawyer’s tasks include, among others:
- checking the formation conditions;
- identifying the founders;
- performing client due diligence;
- preparing company documents;
- legal evaluation of founder declarations;
- submitting the registration application;
- communicating with the company court;
- completing any necessary rectifications.
The legal representative must specifically declare in the application that the legal conditions for online formation are met.
When is it advisable to contact a lawyer?
Herdon Law Firm provides assistance in the full legal preparation and execution of online LLC formation in Hungary.
Our involvement may include:
- preliminary checking of the conditions for online formation;
- selecting the appropriate company form;
- processing data of members and managing directors;
- electronic identification;
- preparing bilingual company documents;
- documents related to the delivery agent;
- submitting the company registration application;
- monitoring the company court procedure;
- handling any necessary rectifications.
The basis for the speed of online formation is proper preparation. In the case of a foreign founder, it is therefore advisable to check the founder’s legal status, representation, the composition of the share capital, and all necessary documents before starting the procedure.
This information is general in nature and does not replace the individual legal assessment of the founders’ identities, the planned company structure, and all conditions for online formation.
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