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Holding an Annual General Meeting (AGM) in Hungary demands accuracy, planning, and compliance with legal deadlines. This guide summarises everything that Zrt. (Private Company Limited by Shares) and Kft. (Limited Liability Company) entities must know to conduct a legally sound and efficient meeting, from invitations to filings.
What deadlines apply to Zrt. and Kft. AGMs?
Every company must hold its AGM and approve and publish its Financial Statements by the end of the fifth month after the financial year. For most businesses, this means 31 May.
During the AGM, Zrt. shareholders approve the annual financial statements and decide on dividends, while Kft. quotaholders do the same at the members’ meeting.
What preparation is essential before the meeting?
Ensure annual accounts are complete and reviewed by the board of directors or managing directors. Confirm attendance of directors, auditors, and managers, as their presence ensures clarity during agenda discussions. If an audit is required, present the auditor’s report at the AGM and discuss any recommendations for improvement.
How are AGMs conducted and recorded?
For a Zrt., the board of directors convenes the AGM. The invitation must specify the meeting mode, voting procedure, and details of any reconvened meeting. During the AGM, an attendance sheet must record participants, and the minutes must capture the main points and voting results. The chair, keeper of the minutes, and an elected shareholder sign the record, which the board must keep among its official files.
For a Kft., the managing directors call the members’ meeting. When meetings occur electronically, ensure all resolutions are recorded and verifiable. The minutes must list the meeting’s place, date, attendees, voting rights, resolutions, and outcomes. Both the managing director and an elected member sign them for authentication.
What are the proxy and representation rules?
Shareholders may participate in person or by proxy. For Zrt., shareholders may act through representatives, but executive officers, supervisory board members, and the auditor cannot act as proxies. If multiple representatives submit conflicting votes, those votes are invalid. Registered agents act in their own name for the benefit of the shareholder after entry in the shareholder register.
What should appear on the agenda?
Typical agenda items include:
- approval of financial and business reports
- decisions on dividends
- auditor appointment or re-appointment
- discharge of liability
- changes in the Board of Directors, Supervisory Board, or Audit Committee
- amendments to the Articles of Association
Companies often add remuneration, corporate governance, and signature authorisation items where relevant.
What are the filing requirements?
All corporate changes decided at the AGM, such as officer appointments, must be filed with the Court of Registration within 30 days. The financial statements must also be submitted and published by 31 May. Supporting documents, such as acceptance letters, ID copies, and powers of attorney, must accompany filings.
Companies without a domestic representative must appoint a delivery agent authorised to receive official correspondence.
What are the penalties for non-compliance?
Failure to submit or publish financial statements may lead to a default fine of up to HUF 200,000. Continued non-compliance can result in withdrawal of the tax number and possible company deletion proceedings by the Court of Registration.
What’s next?
Managing an Annual General Meeting requires detailed preparation and legal precision. For more insights into AGM processes in other jurisdictions, explore our article, Plan Your AGM in Poland: Key Steps for Success.
Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses seeking efficient global governance can take the following actions:
- Request a Demo – See Klea’s director change management in action.
- Start a Trial – Experience how automation simplifies filings and reduces administrative risk.
- Talk to Our Experts – Get expert advice tailored to your company’s legal structure in Japan.
Company secretarial software solutions are crucial for organisations aiming to maintain structured governance, consistent compliance, and accurate records. With Klea, companies can ensure that every director change is executed efficiently, transparently, and risk-free.
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The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.
For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalised guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.