A Gradual Return to „Business as Usual” – Changes in the Decision-making of Legal Persons

The return to „normal” operation also starts for the internal operation and decision-making of companies, associations from 1 June 2021. Notably, a Government Decree published in the evening of 31 May 2021 amended the state-of-emergency decree regulating the decision-making of legal entities. According to the new decree, general meetings, general assemblies can be held also with the physical attendance of the members (shareholders).

Nevertheless, besides the restoration of personal attendance, there still remains the option for legal entities to adopt resolutions by electronic meetings or in writing. Legal entities can only use the auxiliary rules provided by the decree if their articles of association do not regulate such means of decision-making. It is also possible to hold meetings with “hybrid” presence.

On the other hand, it is an important change that the management is not authorized anymore to adopt resolutions on behalf of the general meeting. This could be relevant for the companies where the annual report has not yet been approved and which operate with multiple members – in their case, the involvement of shareholders, members cannot be deferred. Where the management already adopted resolutions on behalf of the general meeting, the management must convoke the general meeting at latest for 15 October 2021, in order to have the resolutions approved.

If the mandate of officers terminated during the state of emergency, it will be prolonged until the next general meeting but at latest 15 October 2021 (not the end of the state of emergency).

However, certain reliefs that have proven very useful, remain available: The company (association, cooperative society) and its member can still make legal declarations to each other via e-mail. In case of legal entities, this must be appropriately certified, one option for which is the AVDH certification via the Hungarian client gateway (Ügyfélkapu). The board of directors, the supervisory board and other bodies can also hold electronic meetings and adopt resolutions in writing (including even e-mails).



Bence Molnár Sz., Partner
Johanna Hermann, Associate

Share on

H-1055 Budapest, Kossuth Lajos tér 16-17.

+36 (1) 472 3000