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A shelf company in Hungary is a Kft. that was entered in the company register, never traded, and is sold by transferring its business share (üzletrész) to the buyer. The legal person came into being on the day of its registration (Civil Code section 3:4(4)), and that date stays on its register entry whoever owns the share afterwards. A Hungarian ready-made company, a ready company in Hungary and an off-the-shelf company are different names for this one transaction.
The buyer takes over the company itself: its registration number and EUID, its tax number, its share capital, its articles and its file at the registry court. Whether it also holds an EU VAT number depends on whether it applied for one; that varies from company to company. The buyer does not take over a business, because there are no customers, staff or contracts. Someone who wants to buy a Hungarian firm that already earns revenue (a Firmenkauf in Ungarn, in German terms) needs a full acquisition review of contracts, tax and employees, which is a separate exercise. If you are still choosing between buying and founding, our page on company formation in Hungary describes a new registration.
Almost everything a buyer needs to verify is on the public record. Register entries and filed company documents are fully public (Ctv., Act V of 2006, section 10(2)) and searchable through the official company information service at e-cegjegyzek.hu. A Kft.’s entry shows the date of its founding document, its seat, activities and share capital, the managing director, each member with the date the membership started, the tax number and any cancellation of it, and every payment account with the bank that keeps it (sections 24(1) and 27(3)).
| What to confirm | Why it matters under Hungarian law |
|---|---|
| The seller’s contribution is fully paid | A share can pass to an outsider only once the member has provided its contribution in full (Civil Code section 3:167(1)); where payment was deferred, its completion is reported to the court (Ctv. section 30(5a)) |
| The tax number is active | Only a taxpayer holding a tax number may carry on taxable activity (Act CL of 2017, section 16(2)); the register shows a cancelled tax number (Ctv. section 24(1)(i)) |
| No public debt above the statutory limit | On a share transfer NAV tells the court within three working days whether the company owes more than HUF 3 million; if it does, the court demands an audited interim balance sheet at the transfer date (Ctv. section 61/B) |
| Annual reports deposited for every year | Approved accounts are due by the last day of the fifth month after each year end (Accounting Act section 153) |
| Any consent clause in the articles | The articles may make a sale to an outsider subject to the company’s consent, given by the members’ meeting and deemed given after thirty days of silence; a sale for money cannot be excluded altogether (Civil Code section 3:167(6), (7)) |
| No published beneficial owner rating | The beneficial ownership register publishes companies whose data it rates unreliable, or uncertain for more than 180 days (Act XLIII of 2021, section 14) |
A business share in a Kft. passes by a contract in writing (Civil Code section 3:168(1)). For the contract itself the Civil Code asks for no notarial deed and no countersignature, and the transfer does not need the articles to be amended. The attorney comes in at the next stage: the change has to be registered, and registration requests can only be filed through a legal representative (Ctv. sections 32(4) and 33(2)).
| Stage | What happens | Legal basis |
|---|---|---|
| Pre-emption and consent | On a sale for money, other members, then the company or a person it designates, may buy first; any consent clause is decided by the members’ meeting. With a sole member (egyszemélyes Kft.) that member decides in writing | Civil Code sections 3:167(2), (6) and 3:109(4) |
| Transfer contract | Written; the seller’s membership rights and obligations pass to the buyer | Sections 3:168(1) and 3:169(1) |
| Notice to the company | Within eight days, in a public deed or a private document of full probative force, with the contract attached and a declaration accepting the articles; from this notice the buyer counts as member towards the company | Sections 3:168(2) and 3:169(2) |
| New managing director | Appointed by the member; the mandate arises when the appointee accepts it | Section 3:21(3) |
| Members’ list and articles | The managing director updates the tagjegyzék; the consolidated articles show the new member, the new director and any new name, seat or activities | Civil Code section 3:197(3); Ctv. section 51(2) |
| Change registration | Filed by the attorney within thirty days of the change; the court must decide within fifteen working days | Ctv. section 50(2), (5) |
When a registered member’s share is transferred, the court informs NAV about the filing, and it runs the same electronic disqualification check on an incoming officer that it runs on any registration, extending it to an existing member who gains further influence (Ctv. sections 46, 50 and 61/B). The register shows the buyer as member once the court has entered the change.
Hungary’s beneficial ownership register is kept by NAV and fed by banks, not by filings of the company. The company must make sure that its beneficial owner reports any change to it within fifteen days (Act XLIII of 2021, section 6), and after the purchase the company must inform its bank within five working days of learning of it (Act LIII of 2017, section 12(3)); the bank passes the data on in its monthly report to the register (Act XLIII of 2021, section 7). Where authorities or banks report a discrepancy, the company’s rating drops to uncertain and then to unreliable. An unreliable company is published, treated by its bank as high risk and refused transactions of HUF 4.5 million or more until it confirms or corrects its data (sections 12 to 14).
The tax number is the company’s own register datum (Ctv. section 24(1)(i)), so it does not change with the owner, and the company stays resident and taxed at 9% on its profit. Hungary’s transfer duty reaches the purchase of a business share only where the company owns real property in Hungary, at 4%, reduced to 2% on the part of a property’s value above HUF 1 billion (NAV guideline on duties); a never-traded Kft. without property falls outside it.
Our page on shelf companies with bank accounts lists Hungary neither among the countries where such companies are available nor among those where they are not, so what can be described is the mechanism. Each account a Hungarian company holds is entered in its register entry together with the bank’s name (Ctv. section 24(1)(j)), so a buyer can see before signing whether the Kft. has one. If it does, the account belongs to the company and remains with it after the share changes hands. The bank then repeats its checks on the new owner and the new managing director, and it may keep the account, ask for further documents or close it. A Kft. with no account applies for one after the purchase, and a director living abroad should allow for a visit to a branch, since the online opening routes advertised by the Hungarian banks we reviewed are reserved for Hungarian citizens. Our page on bank accounts for Hungarian companies goes through the documents.
The genuine gains are three. The company carries an earlier registration date, visible to any counterparty that looks it up in the register. The founding stage is already behind it: there is no founding document to draft and no capital evidence to assemble. And the tax registration is in place, with an EU VAT number where the company holds one.
Speed is not one of the gains. With template articles the court decides on a new Kft. within one working day of NAV’s tax number notification, and a new company may do business as a pre-company from the day its request is filed (Ctv. section 48(4); Civil Code section 3:101). The registration of a share transfer, by contrast, has a deadline of fifteen working days, even though the buyer counts as member towards the company from the notice. A ready-made company also comes with a past the buyer now answers for: every annual report and tax return due since its registration, and a capital contribution that must be complete before an outsider can buy. A buyer who needs neither an earlier date nor an existing tax registration is usually better served by a new company.
Hungarian law attaches no nationality or residence condition to owning a business share or to managing a Kft., and the buyer does not have to travel: the contract needs only written form, the notice to the company can be a private document of full probative force, and the attorney files electronically. Three points need preparing. A buyer or director with no Hungarian address appoints a delivery agent, who cannot be a member or officer of the company (Ctv. section 31(2)). The filing gives the tax identification number of each person entered, or states that a foreign person has none (section 36(4a)). And a buyer that is itself a foreign company supplies an extract of its own registration, not older than three months, with a certified Hungarian translation (Ctv. Annex 1, point I.5).
We can supply a ready-made Hungarian Kft. or register a new one, draw up the transfer contract, the notice to the company, the member’s decisions and the change filing that a Hungarian attorney submits, and help prepare the bank application. If we have a working contact at a suitable bank we can make an introduction; the decision stays with the bank. Where the buyer or the new managing director has no Hungarian address, we can arrange the delivery agent the Ctv. requires. The Hungary overview covers the country, and our guide to Hungarian companies (in Russian) covers the same ground.
Look the company up at e-cegjegyzek.hu and confirm the paid capital, the tax number and the deposited accounts. Then sign a written contract transferring the business share and, within eight days, notify the company with the contract attached and your acceptance of the articles. The member’s decisions appoint your managing director and, if you wish, change the name, seat and activities. An attorney files the change with the registry court within thirty days.
Yes. There is no nationality or residence condition for members or for the managing director. A foreign member or director without a Hungarian address needs a delivery agent in Hungary, and every person entered in the register gives a tax identification number or declares having none. A company buying the share files a recent extract of its own registration with a certified Hungarian translation. Banks apply their own checks to foreign owners separately.
Every Kft. holds a Hungarian tax number, which it also uses for domestic VAT. An EU VAT number (közösségi adószám) for trade with other member states exists only if the company applied for one, so ask for it and check it in VIES. If there is none, NAV issues one on application after the purchase. Ask too whether the company chose the small business VAT exemption, which is open while turnover stays within HUF 20 million a year.
The attorney has thirty days from the change to file, and the registry court must then decide within fifteen working days of receiving the request. Towards the company itself, however, the buyer is a member as soon as the company receives the written notice of the transfer, before the court has entered anything. The new managing director’s mandate likewise starts on acceptance, not on registration.
Yes, if you hold the share yourself. For a Kft. the public register names each member and the date the membership began, and it names the managing director. The beneficial ownership register kept by NAV is separate: it records the individuals behind a corporate member, and only authorities, banks and other obliged service providers, and third parties with a legitimate interest can consult it.
Hungary’s transfer duty applies to acquiring a business share only where the company owns real property in Hungary, and a never-traded Kft. owns none. Buying the share leaves the company’s own position unchanged: it remains tax resident, pays corporate tax at 9% on its profit, and keeps its tax number and its filing duties. How any gain of the seller is taxed depends on the seller’s own tax position.
Considering a ready-made Kft. in Hungary? Ask us which companies are available now, or tell us who will hold the share and manage the company and we will explain what the transfer would need. You can also reach us on Telegram or WhatsApp at +48 663 247 166.