An important deadline is approaching for which preparation is not will tolerate further postponement for those Ltd. whose registered capital has not yet been increased by the owners to the mandatory three million Forints.
The Civil Code 3: Section 198 of the extension until March 15, 2016 for raising the share capital by completing new share contributions.
In order to meet the deadline, the articles of association must be amended before March 15, 2016, in such a way that the registration in the company court also takes place before this date.
The Civil Code 3: Pursuant to paragraph (4) of § 161, the minimum value of the share capital in the case of Ltd. is three million HUF
It is very important that the mandatory amendment to the company contract before March 15, 2016 regarding the increase of the share capital - from HUF 500,000 to HUF three million - does not mean that the increased amount must be paid by March 15, 2016.
I definitely recommend that the owners consult their accountant before submitting the application for registration of changes.
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The owners (members) can make a payment of any value (e.g. even a payment of only HUF 5,000 per member - which can also be made in cash - and before submitting the application for registration of changes, the financial contribution has not been completed even after May 31, 2018, in installments can also comply, as they can use this option provided in § 3: 162 of the new Civil Code.
However, it is also important to know that after a capital increase, if the company could pay dividends, the Civil Code. and according to the accounting law, with the "form" of capital increase described above, attention must be paid to the modifying effect of the amount of subscribed but not yet paid-in capital in relation to equity and subscribed capital.
It is recommended that all owners, for their own sake, pay close attention to ensure that the amended partnership agreement accurately contains all the points accepted by the company.
In case of the above amendment, make sure to include the dividend advance option and the additional payment option in the amendment document of the partnership agreement. Of course, the lawyer will support this with appropriate legal references. In the case of dividends to be approved, as a later permissive rule, it is possible that the ownership share is not the determining factor when deciding on the dividend to be approved.
It is very important to pay attention to all the details so that nothing is left out of the amended memorandum of association (company agreement), since the above will only be valid and effective if the company agreement contains them.
It is always valid that you have to read the "small print" before you sign something, so take extra care here as well.
In some cases, another good possibility to increase the registered capital is to increase the share capital from retained earnings.
This "ship" has not yet sailed. If the 2015 report is accepted by the company by the beginning of February 2016 and the positive profit reserve allows for this, the company can decide to raise the subscribed capital from the profit reserve. This increase gives rise to tax liability only in the event of capital reduction, termination or exit, until then the company is only burdened with registration tasks in this regard. The data must be provided to NAV on form 1571, which is an independent obligation from the registration at the company court.
Of course, here too, care must be taken that this decision is only valid if the "method" of increasing the registered capital from the retained earnings is recorded in writing by the lawyer in the amendment of the company contract and submitted to the company court.