HUNGARY Law and Practice Contributed by: Mihály Barcza and József Bulcsú Fenyvesi, Oppenheim Law Firm
holders via email if such is incorporated into the arti- cles of association. 2.6 Quorum, Voting Requirements and Proposal of Resolutions Quorum Generally, a quorum is present when more than one half of the total votes are present or represented. All members and shareholders are entitled to vote, with some exceptions as defined in the Civil Code: for example, the company is not allowed to vote in respect of its own shares, nor are shareholders who are affected by the given resolution, and those shall not be calculated when establishing the quorum for the relevant decision. In Zrts and Nyrts, voting rights may not be attached to certain types or classes of shares. Naturally, in the articles of association, the shareholders may specify stricter rules for a share- holders’ meeting to have a quorum for certain matters. Quorum requirements may also include the presence of a certain shareholder. If no quorum exists, a new (repeated) shareholders’ meeting shall be held within the statutory deadline, which shall have quorum with regard to the original agenda items (unless otherwise regulated in the arti- cles of association), regardless of the number of votes present. The place and date of the new (repeated) shareholders’ meeting shall be indicated in the original invitation. Majority Requirements As a general rule, decisions pertaining to the company require a simple majority of the shareholders (50% of the votes + one vote). According to the law, significant decisions (eg, changing the company form, termina- tion of the company, capital increase of the company, modification of the company’s articles of association) require a qualified majority of three quarters of the shareholders present. Nevertheless, the company’s articles of association may specify other matters that require a qualified majority of three quarters of the votes. Shareholders’ Proposals Shareholders have the right to require that a spe- cific issue be considered or a specific proposal for resolution be put forward at a shareholders’ meet-
ing. Shareholders may propose items to the agenda (see 2.3 Procedure and Criteria for Calling a General Meeting ). 2.7 Types of Resolutions and Thresholds In terms of majority, the shareholders’ meeting can adopt different types of resolutions. Most decisions may be made with a simple majority, but certain cru- cial matters may be decided only with a qualified majority of the votes, as provided by the law or the articles of association. The articles of association may also specify other various thresholds, but such thresh- olds may not be lower than those set forth by the law on the relevant matter. See 2.6 Quorum, Voting Requirements and Proposal of Resolution s for more detail on this point. 2.8 Shareholder Approval Decision-Making Levels Decisions relating to the company are resolved at two levels. The shareholders decide essential strategic, business and personal matters via the shareholders’ meeting. The management decides on all matters not specifically referred to the competence of the share- holders. Operative decisions are usually made by the management. Further corporate positions or bodies may also be created at a company, to which certain powers of the shareholders’ meeting and/or of the management may be delegated. The shareholders are not entitled to instruct the man- agement nor to limit the management’s competence on an ad hoc basis: the management’s competence may only be limited by setting out any such limitation in the articles of association. This rule does not apply if the company is owned by a sole shareholder, because the sole shareholder is entitled to instruct the manage- ment on any matter. Matters Requiring Approval Besides the list set out in 1.3 Types or Classes of Shares and General Shareholders’ Rights , the fol - lowing matters also require shareholders’ approval: • merger and demerger;
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