The Hungarian Civil Code includes the rules of legal persons (associations, foundations, companies, etc.). Limited companies are considered as legal entities under Hungarian law.
In accordance with the Hungarian Act on Private International Law, the personal law of a legal entity is the law of the State, in the territory of which the legal entity was registered.
If a legal entity was registered according to the laws of two or more States, or no registration is required according to the law of the State where the seat of the entity shown in the articles of association is located, its personal law shall be the law of the State where the seat shown in the articles of association is located.
If a legal entity has no seat shown in the articles of association or has two or more seats, and was not registered under the law of either of those States, its personal law shall be the law of the State where its central management is located.
The legal status of a legal person, in particular the legal person’s legal capacity, legal representation and representation at an organisational level shall be examined according to the legal person’s personal law.
(3rd Book of Act V of 2013 on the Civil Code; Article 22 (1)-(4) of Act XXVIII of 2017 on International Private Law)

Limited companies are considered as legal entities under Hungarian law. In accordance with the Hungarian Act on Private International Law the personal law of a legal entity is the law of the State, in the territory of which the legal entity was registered.
If a legal entity was registered according to the laws of two or more States, or no registration is required according to the law of the State where the seat of the entity shown in the articles of association is located, its personal law shall be the law of the State where the seat shown in the articles of association is located.
If a legal entity has no seat shown in the articles of association or has two or more seats, and was not registered under the law of either of those States, its personal law shall be the law of the State where its central management is located.
The legal status of a legal person, in particular the legal person’s legal capacity, legal representation and representation at an organisational level shall be examined according to the legal person’s personal law.
(Article 22 (1)-(4) of Act XXVIII of 2017 on International Private Law)

Hungary has concluded the following bilateral conventions of legal aid (with the law applicable to the legal capacity):
- Hungarian-Polish Convention on Legal Aid (Law-Decree No. 5 of 1960)
Legal capacity is determined by the law of the State of establishment.
- Hungarian-Romanian Convention on Legal Aid (Law-Decree No. 19 of 1959)
Legal capacity is determined by the law of the State of establishment.

- Hungarian-Bulgarian Convention on Legal Aid (Law-Decree No. 6 of 1967)
Legal capacity is determined by the law of the State on the territory of which it was established.
- Hungarian-Yugoslavian Convention on Legal Aid (Law-Decree No. 1 of 1969)
Legal capacity is determined by the law of the State on the territory of which the company has its seat.
- Hungarian-Czechoslovakian Convention on Legal Aid (Act. No. LXI of 1991)
Legal capacity is determined by the law of the State of establishment.

Yes, Hungary has concluded the following bilateral conventions on legal aid (with the law applicable to legal capacity):
- Hungarian-Polish Convention on Legal Aid (Law-Decree No. 5 of 1960)
Legal capacity is determined by the law of the State of establishment.
- Hungarian-Romanian Convention on Legal Aid (Law-Decree No. 19 of 1959)
Legal capacity is determined by the law of the State of establishment.
- Hungarian-Bulgarian Convention on Legal Aid (Law-Decree No. 6 of 1967)
Legal capacity is determined by the law of the State on the territory of which it was established.
- Hungarian-Yugoslavian Convention on Legal Aid (Law-Decree No. 1 of 1969)
Legal capacity is determined by the law of the State on the territory of which the company has its seat.
- Hungarian-Czechoslovakian Convention on Legal Aid (Act. No. LXI of 1991)
Legal capacity is determined by the law of the State of establishment.

Yes, registration in the Business Register is mandatory. A company is a legal entity that is brought into existence upon entry in the Business Register for the purpose of engaging in business operations.
The Hungarian Business Register is accessible at the following link: https://www.e-cegjegyzek.hu/
The Hungarian Business Register is a pubic register vested with the characteristics of authenticity.
The Business Register shall be construed as authentic proof of the data it contains, as well as of the rights and facts registered, including any changes therein. Unless proven to the contrary, it shall be presumed that a party acquiring certain rights for consideration on the basis of the data recorded in the Business Register or published in the Company Gazette was acting in good faith. In respect of parties acting in good faith, a company may not be excused on the grounds that certain data it has reported, and thus registered in the Business Register, was untrue.
(Article 2 (1) and Article 22 (1)-(2) of Act V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings)

Hungarian branches of foreign companies and the commercial representative offices of foreign companies in Hungary must be registered in the Hungarian Business Register. (Article 7 (2) of Act V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings)

The responsibility for providing legal representation of legal persons lies with the executive officer.
(Article 3:29 (1) of Act V of 2013 on the Civil Code)
If the legal person’s instrument of constitution or its internal policy relating to the organisation and functioning of the legal person provides for an office vested with power of representation, the person holding that office shall also be vested with individual power of representation.
The head of any department lacking the legal status of a legal person shall also be vested with individual power of representation in matters considered necessary for the regular functioning of the department.
In specific cases, management may delegate powers of representation to the employees of the legal person in writing; employees shall be able to exercise such power of representation together with another person vested with power of representation by management in a written statement.
(Article 3:30 (1)-(3) of Act V of 2013 on the Civil Code)
The provisions for the representation of a company shall be laid down in the legislation governing the company form in question (in our case the Hungarian Civil Code). 'Power of representation' means authority to represent a company by signing in its name and on its behalf. The mode of representation and the method of signing for the company shall be identical.
Signatory authority may be conferred on a single person or on several persons acting jointly. If conferred upon several persons, the form of authorisation may be stipulated in such a way as to grant individual authority to certain officers and joint authority to others, or that one of the signatories is always a specific person.
An authorised officer shall exercise power of representation in the same manner at all times, either individually or jointly.
Restrictions may be stipulated regarding both individual and joint power of representation; such restrictions, however, shall not apply vis-á-vis third parties.
(Article 8 of Act V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings)
Business associations are represented by their executive officers and other employees duly authorised in writing.
The management may confer general power of representation upon managers. (Managers in accordance with the provisions of the Hungarian Civil Code: The company’s supreme body may decide to appoint one or more managers to assist the executive officers in their work. Managers shall carry out their functions under employment contract. Managers are employees who direct the continuous operation of the company on the basis of the executive officer’s instructions.)
Managers and other employees entitled to representation may not validly assign their right of representation to others.
(Articles 3:113 (1) and 3:116 (1)-(3) of Act V of 2013 on the Civil Code)
The management of limited companies shall be carried out by one or more managing directors. Any restriction or division of the power of representation vested upon the managing director, or rendering the managing director’s actions conditional or subject to approval shall not be effective against third parties.
(Article 3:196 (1) of Act V of 2013 on the Civil Code)
Companies in Hungary can also be represented by power-of-attorney for individual transactions.

Yes, it must be registered in the Hungarian Business Register, and is publicly accessible in the Register. The Hungarian Business Register is accessible at the following link: https://www.e-cegjegyzek.hu/
(Article 15 (1) and 24 (1) g) of Act V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings)
The power of representation by power-of-attorney does not have to be and cannot be registered in the Business Register. In this case, the power of representation is attested by the power of attorney.

Registration has an effect of trust towards third parties.
The Business Register shall be construed as authentic proof of the data it contains, as well as of the rights and facts registered, including any changes therein. Unless proven to the contrary, it shall be presumed that a party acquiring certain rights for consideration on the basis of the data recorded in the Business Register was acting in good faith.
In respect of parties acting in good faith, a company may not be excused on the grounds that certain data it has reported, and thus registered in the Business Register, was untrue.
Where a company has registered the particulars of its authorised representative with the court of registry and the court of registry has published these particulars, the company shall only be able to allude to an infringement in connection with the appointment or assignment of the representative in dealings with third parties if the company proves that the third parties in question had knowledge of the infringement.
Following public disclosure, the company may not appeal to the fact that its registered representative exceeded his powers in dealings with third parties.
(Article 22 (1)-(2) (5)-(6) of Act V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings)

Yes, the rights of the legal representative may be restricted with the limitations below and under point No. 11.

Signatory authority may be conferred on a single person or on several persons acting jointly. If conferred upon several persons, the form of authorisation may be stipulated in such a way as to grant individual authority to certain officers and joint authority to others, or that one of the signatories is always a specific person.

An authorised officer shall exercise signatory power in the same manner at all times, either individually or jointly.

This information on the single or joint signatory power is visible in the Hungarian Business Register.

Restrictions may be stipulated (for example: in the articles of association or in internal decision of the company) regarding both individual and joint signatory power.

Hungarian companies have the right to appoint executive officers without powers of representation and this information has to be registered in the Business Register, which enables third parties to check whether an executive officer has the right to act in the name of the company.

(Article 8 (2)-(4) and Article 24 (1) g) of Act V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings)

The management of a limited company shall be carried out by one or more managing directors. Any restriction or division of the power of representation vested upon the managing director, or rendering the managing director’s actions conditional or subject to approval shall not be effective against third parties.

Restrictions concerning individual and joint signatory power shall not apply vis-á-vis third parties.

(Article 3:196 (1) of Act V of 2013 on the Civil Code; Article 8 (2)-(4) of Act V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings)

Representatives can prove their right of representation with an extract from the public Hungarian Business Register. If the representation is made by power of attorney, the power of attorney should be granted by the company’s legal representative and it should be presented.

Yes, in the case of joint signatory power, the transaction is considered non-existent if the contract is not signed by all the legal representatives of the company with joint signatory power, unless it is considered as existing and valid by the company itself or the circumstances indicate otherwise.

(Decision Gfv.X.30.519/2007/4 of the Hungarian Supreme Court)

The Hungarian Business Register is accessible electronically at the following website: https://www.e-cegjegyzek.hu/ It contains all the relevant information concerning the persons having right of representation of the company. The Hungarian Business Register is accessible only in Hungarian.

The notary identifies the beneficial owner(s) based on the data of electronic company databases (Business Register: https://www.e-cegjegyzek.hu , Opten: https://www.opten.hu ). If the notary cannot consult such a database, he/she requires the client to identify the beneficial owner(s). In this case, the notary checks the identity of the beneficial owner(s) based on the documents provided by the client.
Even if Act LIII of 2017 on the Prevention and Combating of Money Laundering and Terrorist Financing prescribes the setting up of a beneficial owners’ database, this has not been done to date.
The Hungarian Business Register can also be consulted by professionals from other countries, but it is accessible only in Hungarian.