Zártkörűen Működő Részvénytársaság (Private company limited by shares)
Hungary is one of the most developed economies in Central Europe. As a member of the European Union, it is a gateway to a market of more than 500 million people – 250 million in a radius of 1,000 km. Its strategic location makes it an investment destination and ideal logistics point, due to its quality infrastructures, industrial and scientific parks.
Furthermore, Hungary stands out for levying the lowest corporate income tax across the EU, a low 9% tax rate.
This is why the foreign direct investment stock in Hungary is one of the highest in the region.
The Hungarian workforce is cost-effective and highly qualified, especially in engineering, medicine and economics, with a 60% lower cost than the European average.
Another aspect that makes Hungary a very attractive region for investment is its financial stability. Its financial system is one of the most developed in the area. Together with its government legislation, favorable investment policies and tax incentives aimed at improving competitiveness, that we will discuss it later in more detail.
Hungary has several fast-growing sectors such as automotive, services, biological sciences, pharmaceuticals and medical technology, electronics, information technology, R&D, renewable energy, supply chain management and distribution logistics sectors.
As weak points, Hungary is heavily dependent on the economic situation of its main European trading partners, due to the importance of its foreign sector, its low level of foreign exchange reserve and the risk of loss of value of its currency.
Zártkörűen Működő Részvénytársaság (Zrt) is a private company limited by shares, which are not publicly listed and traded.
The minimum share capital is HUF 5,000,0000 (≈€16,000), which may be in cash or in-kind contributions.
The management of the company is carried out by a board of directors of three to eleven members, or in the case that the constitutive document establishes it, the general manager manages the company.
Shareholders representing at least 5% of the voting rights may request a supervisory board, which must have between 3 and 15 members.
Hungarian companies benefit from the lowest corporate tax burden in the EU. Currently, corporate income tax rate is 9%, dividends received may be tax-exempt, and there are no withholding taxes on payments to non-resident companies.
In addition, Hungary grants residence permits to Non-EEA nationals intending to reside in the country and work as a self-employed or establish business. The residence permit has a validity of 3 years, renewable for 3 more years and allows applying for a EU Blue card, which will entitle to travel visa-free across the European Union.
Country code – HU
Legal Basis – Civil law
Legal framework – Act V of 2013 on the New Civil Code of Hungary
Company form – Private company limited by shares (Zártkörűen Működő Részvénytársaság, ZRT)
Liability - The liability of the shareholders for the company is limited to the amount of their respective shareholdings.
Share capital – Minimum share capital must be at least HUF 5,000,000. The initial contribution for a private company in Hungary can be made in cash or kind.
The amount of cash contributions at the time of foundation may not be less than 30% of the share capital.
Asset contributions have been made available to the company, with the exception if the value of such asset contributions is less than 25% of the share capital. Shareholders shall pay up the nominal value or accounting par value of the shares to the limited company in full within one year from the date when the Zrt. is registered, and shall place asset contributions at the Zrt.’s disposal in whole within three years from the date of registration.
Shares may be issued as ordinary shares, preference shares, employee shares, interest-bearing shares, redeemable shares.
Shareholders – Private limited companies may be incorporated by one or more shareholders, who can be either natural or legal persons, residents or non-residents, without restrictions. The shareholders of company limited by shares under 50% are not shown in the company register.
Directors – The Zrt. has to appoint one director or board of directors consisting of at least 3 persons to handle the administrative duties of the company. Corporate directors are not allowed. Directors’ details are available to the public.
Secretary – The company's board of directors may appoint one or more company secretaries from among the employees of the company. There are no restrictions on nationality.
Registered Address – A ZRT is required to have its registered office in Hungary. The registered office is the location where the company’s statutory records are maintained, available for inspection, and is the address where documents can be served, if necessary.
General Meeting – Annual general meetings must be held annually. AGM can be held by conferencing; in that case, the articles of association, or a general meeting resolution adopted by authorization of the articles of association, has to define the procedure for checking the identification of shareholders participating through a telecommunications connection, along with the voting procedure and the authentic conclusion of the results, furthermore, define the procedure for the election of general meeting officers, and the requirements for shareholders to make their opinions known and to make proposals.
Electronic Signature – Permitted.
Re-domiciliation – Inward and outward re-domiciliation is allowed.
Compliance – Companies are obliged to keep the report for the fiscal year, as well as the supporting inventory, assessment, ledger extract, journal ledger or other records in legible form for at least 8 years.
The statement of accounts that supports the accounts directly and indirectly must be kept for at least 8 years. Accounting records must be stored securely at the company’s headquarters/premises, or at another place reported to the tax authority.
Companies must publish their annual reports, and file annual return and tax return to the relevant authorities.
Appointment of an auditor is compulsory for all companies whose annual net sales exceeds HUF 100 million according to the average of the two business years preceding the business year and whose annual average number of employees is more than 50.
- Shareholders not disclosed
- Directors not disclosed
- Corporate shareholders permitted
- Corporate directors permitted
- Local director required
- Secretary required
- Local secretary required
- Annual general meetings required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Civil law (Roman) Legal basis
- 1 Minimum shareholders
- 1 Minimum directors
- HUF 5,000,000 Minimum issued capital
- HUF 5,000,000 Minimum paid up capital
- HUF Capital currency
- Local Location of annual general meeting
- 2017 AEOI
Tax residency – A company is resident in Hungary if it is incorporated in Hungary or its place of effective management is in Hungary.
Basis – Hungarian companies are taxed on their worldwide income.
Tax rate – Corporate income tax rate is 9%.
Capital gains – Capital gains are taxed as ordinary income.
An exemption may apply for those gains from the sale of shares of a subsidiary, provided that shareholder owns at least 10% of shares for at least 1 year, and subsidiary is not considered a controlled foreign company (CFC).
Dividends – Dividends received by a resident entity, whether from local or foreign source are usually tax-exempt, unless foreign-source dividends are derived from a CFC and are paid out of profits that are subject to a tax lower than 9%.
Interests - Interest income is subject to tax at standard rate.
Royalties – 50% of royalty income may be exempt from taxation, subject to certain requirements.
Foreign-source income – Foreign-source income is taxable according to tax treaties provisions. If no tax treaty is available, a tax credit for foreign tax paid may be available.
Withholding taxes – Dividends, interests and royalties paid to a non-resident company are exempt from withholding tax. A 15% withholding tax may apply for dividends, interests and royalties paid to non-resident individuals.
Losses – Losses arising from taxable income may be carried forward for 5 years and may be offset against up to 50% of the profit before tax. Carryback of losses is not allowed.
Inventory - Inventory valuations are generally stated at the historical cost or their fair market value, whichever is lower. First in first out method (FIFO) or average values may be used for book and tax purposes. Last in first out (LIFO) is not allowed for tax purposes.
Anti-avoidance rules – Transfer pricing rules require related-party transactions to be done at arm’s length. Transactions may be required to be documented and advance pricing agreements are available.
Thin capitalization rules apply, interest on non-bank debt exceeding three times the taxpayer’s equity is not deductible for tax purposes.
Hungary has controlled foreign company regulations, CFC is a foreign company in which a resident holds a participation exceeding 50% (direct or indirect) and a foreign P.E., if the tax paid is less than the tax payable in Hungary, and 50% or more of its revenue is passive income. Certain profits derived from passive income from a CFC may be taxable in Hungary, although foreign tax paid on these profits may be creditable.
Labor taxes – Employers and employees are required to make contributions to social security fund at 22% and 18.5% on employees’ monthly wage, respectively. Employers also have to pay a vocational training contribution of 1.5% on employee gross salary.
Tax credits and incentives – A tax credit for foreign tax paid is usually available up to the Hungarian tax payable on the creditable income and up to 90% of the tax paid abroad.
Tax credits are available, under the development tax incentive, for certain investments, depending on the amount, the industry and the region where the investment is carried out. There are also
Tax deferrals for growing companies are also available.
Projects aimed at improving energy efficiency may benefit from tax credits up to 30% of eligible costs.
Film and theatre subsidies, developments, business startups and small and medium-sized entities may apply for tax incentives.
Compliance – On average, a company in Hungary may require 11 payments and 277 hours per year to prepare, file and pay corporate income tax, value added tax, and labor taxes, including payroll taxes and social contributions.
Personal income tax – Tax residents in Hungary are Hungarian nationals, EEA nationals with a registration card issued in Hungary and spending at least 183 days per year in the country, foreigner permanently settled in Hungary, or not permanently settled but his or her centre of vital interests in the country or spends at least 183 days per year in the country.
Tax residents are subject to income tax on their worldwide income, while non-residents are only taxed on their income arising from Hungarian sources.
Income tax rate is currently 15%. Capital gains, dividends, interests and rental income are generally taxed at standard rate.
Other taxes – Municipalities levy property tax on buildings and plots. There is an inheritance tax of 18%, but inheritances to direct descendants and spouse are fully-exempted. Certain transactions involving the sale of immovable and movable properties are subject to transfer tax. There is no wealth tax.
V.A.T. standard rate is 27%, with reduced rates of 18% and 7%.
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- 9% Offshore Income Tax Rate
- 9% Corporate Tax Rate
- 9% Capital Gains Tax Rate
- 0% Dividends Received
- 0% Dividends Withholding Tax Rate
- 0% Interests Withholding Tax Rate
- 0% Royalties Withholding Tax Rate
- 0 Losses carryback (years)
- 5 Losses carryforward (years)
- FIFO Inventory methods permitted
- 277 Tax time (hours)
- 11 Tax payments per year
- 18.50% Social Security Employee
- 22.00% Social Security Employer
- 15% Personal Income Tax Rate
- 27% VAT Rate
- 79 Tax Treaties
Hungary is a landlocked Central European country, member of the European Union. It is located on the Pannonian plain and has borders with Slovakia to the north, with Ukraine and Romania to the east, Serbia and Croatia to the south, Slovenia to the southwest and Austria to the west. Its over 93,028 sq. m. are inhabited by almost 10 million people.
Its capital and most populated city is Budapest, as well as its main industrial, trade and transport center. Considered to be one of the most beautiful cities in Europe, Budapest has several World Heritage Sites, including, on the banks of the Danube, the Buda Castle district, Andrássy Avenue, the Heroes’ Square and its Metro, the second oldest in the world.
Its official language is the Hungarian and its legal tender currency is the Hungarian Florint (HUF), and for now, there is no deadline for the euro adoption.
Hungary is defined as a parliamentary liberal democracy, in which authority resides in the people and the practice of government is carried out within the framework of a rule of law.
The supreme organ of power is the parliament, or in Hungarian Országgyűlés. According to the constitution, elections to parliament are held every four years to elect the 386 deputies according to a mixed system; 176 seats are elected in individual constituencies and 210 are voted on by lists drawn up by the parties.
The President of the Republic is elected every five years by the parliament. Its role is rather representative.
Hungary has an export-oriented economy. Its main exports are electrical machinery and equipment, vehicles, pharmaceuticals, plastics, medical apparatus and rubber articles.
The country also has other important industries such as automotive, building materials, metallurgy and food and beverages processing.
Regarding the primary sector, the country has very favorable agro-climatic conditions, 63% of its total area is arable, where its most important crops are wheat, corn, sunflower, potato, sugar beet, canola and a wide variety of fruits.
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