12 - Hungary

Summary

Introduction

1. Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European Company (the ‘Regulation’), introducing a new legal entity under Community law, the Societas Europea or ‘SE’, and Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees (the ‘Directive’) have finally been adopted by the Council of Ministers. The SE is a sui generic form of company which can be established in addition to companies formed under the national laws of a Member State. However, the SE differs from other (national) corporate forms in that it is based on and largely governed by a Community regulation rather than domestic law.

Hungry has enacted legislation to allowthe incorporation of SEs on its territory. Act XLV of 2004 on the European Company (‘európai részvényársaság’) (the ‘SE Act’) entered into force on 8 October 2004.

The provisions of the Act apply when the Regulation does not directly regulate the issue at hand and does not refer to the SE's articles or to the provisions of national law applicable to public limited-liability companies. Thus, Section 1(1) of the Act stipulates that the Regulation and the Act govern the formation, organisation, management and dissolution of SEs established in Hungary. The Act also contains provisions applicable to the founders of an SE who are established in Hungary, even if the SE itself is based abroad (Section 1(2)).