How to Merge Companies in Hungary, Statutory Merger Procedure (step‑by‑step)

Understanding how to merge companies in Hungary requires a working knowledge of two core statutes, a defined sequence of corporate approvals and registry filings, and careful attention to creditor‑protection deadlines. Hungary’s statutory merger framework is governed principally by Act V of 2013 (the Civil Code, known as the Ptk. ) and Act CLXXVI of 2013 (the Transformation, Merger and Demerger Act). This guide sets out the complete procedure, from the initial board resolution through to post‑registration formalities, together with the documents required, realistic timelines, indicative costs and the practical filing changes that affect mergers in 2026.

Whether you are in‑house counsel at a Hungarian Kft, a foreign acquirer absorbing a local target, or an M&A adviser coordinating a multi‑entity restructuring, this procedural playbook is designed to keep your transaction on track.

Overview of the Statutory Merger Procedure in Hungary

Hungarian law recognises two forms of statutory merger. A merger by acquisition (beolvadás) occurs when one or more companies are absorbed into an existing company, which continues to operate while the absorbed entities are dissolved without liquidation. A merger by formation (összeolvadás) occurs when two or more companies combine to form an entirely new legal entity, with all predecessor companies dissolved. In both cases the successor company assumes all assets, liabilities, rights and obligations of the predecessors by universal legal succession.

The statutory framework applies to all company types registered in Hungary, limited liability companies (Kft), private and public limited companies (Zrt and Nyrt), general and limited partnerships, and cooperatives. Cross‑border mergers involving EU/EEA member‑state companies are also possible under dedicated provisions transposing the EU Cross‑Border Mergers Directive, with additional procedural requirements. The Civil Code (Act V of 2013) sets out the general corporate‑law framework for transformations, while Act CLXXVI of 2013 (the Transformation Act) contains the detailed procedural rules, including creditor protection, publication obligations and the content of the merger plan. Registry filings are governed by Act V of 2006 on Public Company Information, Company Registration and Winding‑up Proceedings.

The answer to the frequently asked question “can you merge two companies together?” in Hungary is therefore yes, provided both entities satisfy the eligibility criteria and follow the statutory procedure described below.

Eligibility and Prerequisites for a Statutory Merger in Hungary

Who can merge?

Under the Transformation Act, companies of the same or different legal forms may merge, subject to certain restrictions. A Kft may merge with a Zrt; partnerships may merge with limited companies. The key statutory condition is that the merging entities must each be validly registered with the Court of Registration and must not be subject to ongoing liquidation, compulsory strike‑off or bankruptcy proceedings at the time the merger decision is adopted. Branches of foreign companies registered in Hungary cannot participate directly in a domestic statutory merger, the foreign parent must be the merging party, typically through the cross‑border merger route.

Corporate approvals and shareholder majorities

The decision to merge must be approved by the supreme body of each participating company, the members’ meeting for a Kft, the general meeting for a Zrt/Nyrt, or the partners’ meeting for a partnership. Under the Civil Code, a three‑quarters supermajority of votes cast is generally required for transformation decisions in a Kft, while a Zrt typically requires a three‑quarters majority of shareholders present and voting at a validly convened general meeting. The articles of association may set higher thresholds but may not lower them below the statutory minimum.

Notice of the shareholders’ meeting must comply with the company’s articles and statutory minimums, typically a minimum of 15 days’ advance written notice for a Kft and 30 days for a Nyrt.

Financial prerequisites

Each merging company must prepare its most recent annual financial statements (audited where a statutory audit obligation exists). The Transformation Act requires the preparation of a draft merger balance sheet and an asset inventory for each entity as at a specified reference date. Where the merging companies employ a statutory auditor, an auditor’s report on the merger plan and the draft balance sheets is required. An independent expert valuation of the share‑exchange ratio may also be necessary, particularly where minority shareholders are present and could challenge the fairness of the ratio.

How to Merge Companies in Hungary, Step‑by‑Step Procedure

The following numbered steps outline the statutory merger procedure from initiation to completion. Each step identifies the responsible party, the applicable statutory basis and the typical duration.

Step 1: Adopt the board resolution and prepare the draft merger plan

The management body (board of directors or managing director) of each merging company adopts a resolution to initiate the merger and instructs the preparation of a draft merger plan (egyesülési terv). The merger plan must contain, at minimum, the legal form, registered seat and company registration number of each participant; the proposed share‑exchange ratio and any cash consideration; the effective date of the merger; the proposed articles of association of the successor; and the consequences for employees. This step is governed by the Transformation Act (Act CLXXVI of 2013), which prescribes the mandatory content of the merger plan. The board must also commission the preparation of draft merger balance sheets and asset inventories for each entity.

Who: Board of directors / managing director of each company. Typical duration: 2–6 weeks, depending on transaction complexity and the availability of financial data.

Step 2: Prepare financial statements, auditor report and asset valuation

Each company prepares (a) a draft merger balance sheet as at the merger reference date, (b) an asset inventory, and (c) its most recent annual financial statements if not already filed. Where a statutory audit obligation applies, the auditor reviews the merger plan and the draft balance sheets and issues a report. If an independent expert valuation of the share‑exchange ratio is required, or requested by shareholders, it is commissioned at this stage. All documents must be made available to shareholders for inspection before the shareholders’ meeting.

Who: CFO / external accountant / statutory auditor / independent valuer. Typical duration: 2–4 weeks (concurrent with Step 1 preparation).

Step 3: Convene shareholders’ meetings and approve the merger decision

The supreme body of each merging company is convened in accordance with statutory notice requirements and the company’s articles of association. The agenda must include the approval of the merger plan, the draft merger balance sheets, the proposed articles of the successor, and the share‑exchange ratio. The required supermajority (typically three‑quarters of votes cast for a Kft; three‑quarters of votes present for a Zrt) must be achieved at each entity. Minutes of the meeting, including a record of the quorum, votes cast and the text of the resolution, must be signed and retained for registry filing.

Minority shareholders who vote against the merger have a statutory right to withdraw from the company under conditions set out in the Civil Code and the Transformation Act. They are entitled to receive a settlement amount reflecting the fair value of their participation.

Who: Shareholders (members’ / general meeting). Typical duration: 3–4 weeks (notice period plus meeting date).

Step 4: Publish the merger decision and observe the creditor claims period

Following shareholder approval, the merging companies must publish the merger decision twice in the Cégközlöny (the official Company Gazette), with at least 30 days between the two publications. Under the Transformation Act (Act CLXXVI of 2013), creditors whose claims arose before the date of the second publication may demand adequate security for their claims within 30 days of the second publication. This creditor protection mechanism is mandatory and cannot be waived by the merging parties.

The publication must state the names and registered seats of the merging companies, the identity of the successor, and a call to creditors to submit their claims. “Adequate security” may take the form of a bank guarantee, deposit, pledge or other arrangement acceptable to the creditor. If the parties cannot agree on the form of security, the creditor may apply to the Court of Registration for a ruling.

Who: Company (through authorised counsel or directly via the Company Gazette). Typical duration: Minimum 60 days (two publications at least 30 days apart, plus 30‑day creditor claim window after the second publication).

Step 5: File the merger application with the Court of Registration

Once the creditor claims period has expired and all claims have been resolved, the merging companies submit a joint application to the competent Court of Registration. The application is filed electronically through the court’s e‑filing system and must include the full set of documents listed in the Required Documents section below, together with proof of payment of registry fees. The application requests both the deregistration of the absorbed entity (or entities) and, in the case of merger by formation, the registration of the new successor company. Under Act V of 2006 (Company Procedure Act), the Court of Registration processes the application and issues its decision on registration.

Who: Authorised legal counsel / company representative. Typical duration: The court’s processing period is typically 30 business days from receipt of a complete application, though complex cases or requests for supplementary documents may extend this.

Step 6: Complete post‑registration formalities

Upon registration, the merger becomes legally effective and the predecessor entity ceases to exist. The successor company must then complete several post‑registration steps: notify the Nemzeti Adó‑ és Vámhivatal (NAV, the Hungarian tax authority) of the change in corporate status and file any required tax returns for the predecessor’s final tax period; update contracts, licences and permits to reflect the successor’s identity; notify banks, insurers and counterparties; and amend employment records. For cross‑border mergers, notification through the Business Registers Interconnection System (BRIS) may also be required to update the EU registry network.

Who: Successor company / NAV / contractual counterparties. Typical duration: 1–4 weeks.

Merger timeline Hungary, summary table

Documents Required for a Merger in Hungary

The following table consolidates the documents required for a statutory merger filing with the Court of Registration. Each merging entity must contribute its share of these documents, and all foreign‑language originals must be accompanied by certified Hungarian translations.

Practitioners should note that the Court of Registration may request supplementary documents during its review. Filing an incomplete set is one of the most common causes of delay. A merger filing checklist tailored to the specific company type is strongly recommended.

Merger Timeline Hungary, Key Deadlines

The overall duration of a domestic statutory merger in Hungary is typically four to six months from the first board resolution to the registry’s final decision. The actual timeline depends on the complexity of the transaction, the number of merging entities, the need for an independent valuation, and whether creditor claims are received.

Cross‑border mergers typically take longer, often six to nine months, owing to additional translation, legalisation and regulatory clearance requirements in each participating jurisdiction. Where competition (antitrust) filings are also required, they should be factored into the timeline as early as possible.

Merger Costs Hungary 2026, Fees and Tax Considerations

The costs of completing a statutory merger in Hungary vary significantly depending on the company type, the number of entities involved, and the complexity of the transaction. The table below provides indicative cost categories. Exact amounts should be confirmed with the Court of Registration’s current fee schedule and the relevant professional advisers.

From a tax perspective, a properly executed statutory merger qualifies as a tax‑neutral reorganisation under Hungarian corporate‑tax law, provided the conditions for tax neutrality are met. The successor company inherits the tax position of the absorbed entity, including any carry‑forward tax losses subject to statutory limitations. VAT registration transfers with the universal succession. Parties should obtain tax advice to confirm eligibility for tax‑neutral treatment before the merger plan is finalised.

What Changes in 2026, Statutory and Registry Practice Updates

The statutory framework for how to merge companies in Hungary has been relatively stable since the Transformation Act entered into force, but several developments in the 2021–2025 period have practical implications for mergers filed in 2026. Hungary has progressively digitalised its company registry processes, with electronic filing now the standard method for submitting merger applications to the Court of Registration. Paper filings are no longer accepted for most corporate changes.

The transposition of EU directives on cross‑border conversions, mergers and divisions has introduced additional procedural requirements for transactions involving companies from other EU/EEA member states. Hungary’s participation in the Business Registers Interconnection System (BRIS) means that cross‑border mergers now trigger automatic notifications between national registries, improving transparency but also requiring merging entities to provide European Unique Identifiers (EUIDs) and to ensure their registry data is current in the BRIS system. Industry observers expect further refinement of electronic filing templates and data‑field requirements during 2026 as Hungary aligns its registry infrastructure with updated EU interconnection standards. Practitioners should confirm the current electronic filing requirements and accepted document formats directly with the Court of Registration before preparing their submissions.

Common Pitfalls and How to Avoid Them

The statutory merger procedure in Hungary is well defined, but several recurring errors cause delays, additional costs or, in the worst case, rejection of the registry application. The following pitfalls are drawn from common practice experience.

• Stale or incomplete financial statements. Filing annual financial statements that are more than one year old, or failing to prepare the draft merger balance sheet as at the correct reference date, will trigger a request for supplementary documents from the Court of Registration. Mitigation: confirm the reference date early and commission financial preparation in parallel with the merger plan.
• Insufficient shareholder notice. Convening a shareholders’ meeting with less than the statutory minimum notice period renders the resolution voidable. Mitigation: use the longer of the statutory minimum and the period specified in the articles of association, and retain proof of delivery.
• Defective creditor notice. Failing to publish the merger decision twice in the Cégközlöny, or failing to observe the 30‑day interval between publications, invalidates the creditor‑protection procedure and will block registry filing. Mitigation: diarise both publication dates and the creditor claim window expiry before filing.
• Missing certified Hungarian translations. All foreign‑language documents must be accompanied by certified Hungarian translations. Submitting untranslated originals is a frequent cause of filing rejection. Mitigation: engage a certified translator early and build translation lead times into the project timeline.
• Failure to secure regulatory clearances before filing. Where the merging entities hold activity‑specific licences (banking, insurance, telecoms, pharmaceuticals), sector‑specific regulatory approval may be required before or in parallel with the merger. Mitigation: identify all licence dependencies during the planning phase and initiate regulatory filings concurrently.
• VAT and tax reporting errors. Failing to file the absorbed entity’s final tax returns within the statutory window or neglecting to transfer VAT registration can result in penalties from NAV. Mitigation: involve a tax adviser from the outset and prepare a post‑completion tax checklist.
• Cross‑border trap, ignoring place of effective management. In cross‑border mergers, the tax residency and place of effective management of the successor must be determined. Failure to address this can trigger exit‑tax consequences in one or both jurisdictions. Mitigation: obtain cross‑border tax advice before the merger plan is finalised.

Engaging experienced M&A counsel at the planning stage, before the merger plan is drafted, is the single most effective way to avoid procedural errors and keep the Hungary merger process on schedule.

Sources

1. Nemzeti Jogszabálytár, Act V of 2013 (Civil Code / Ptk.) (English)
2. Nemzeti Jogszabálytár, Act CLXXVI of 2013 (Transformation, Merger and Demerger Act)
3. Nemzeti Adó‑ és Vámhivatal (NAV), filing guidance and form instructions
4. European e‑Justice Portal, Business Registers Interconnection System (BRIS)
5. EUR‑Lex, BRIS and cross‑border registry interconnection policy materials