Slovak s. r. o. vs. Hungarian kft.: share capital, bodies and shareholder liability

A Hungarian kft. requires higher share capital, yet shareholders may pay cash contributions only after registration in the register. A Slovak s. r. o. has a lower minimum, but part of the contributions must be paid before the application is filed. In addition, from 17 August 2026 the appointment and removal of an s. r. o. managing director requires a notarial record.

A Slovak s. r. o. needs share capital of at least EUR 5,000 and at least EUR 2,500 of it must be paid up before registration. A Hungarian kft. needs at least HUF 3,000,000 (roughly EUR 8,255), but the articles may defer payment of cash contributions. In both countries a shareholder is generally liable only up to the amount of the unpaid contribution; in Hungary, however, the law also recognises cases of unlimited liability.

At a glance

Conversions: ECB reference rate of 19 Oct 2026, EUR 1 = HUF 363.40.

Which rules govern the s. r. o. and the kft.?

The Slovak s. r. o. is governed by the Commercial Code (ComC) in §§ 105 to 153, the Hungarian kft. by the third book of the Civil Code (Ptk.) in §§ 3:159 to 3:209. Both regimes are supplemented by the general rules on commercial companies.

Slovakia: the Commercial Code after the 2026 amendment

Alongside §§ 105 to 153 ComC, the common provisions on commercial companies apply to the s. r. o. (§ 56 et seq. ComC). The provisions on the s. r. o. were last substantially changed by Act No. 29/2026 Coll. on the Commercial Register, which in Article II amended the Commercial Code with effect from 17 August 2026.

Hungary: the Ptk. and freedom of contract

A korlátolt felelősségű társaság (kft.) rests on the general rules on legal persons (§ 3:1 et seq. Ptk.) and on commercial companies, i.e. gazdasági társaság (§ 3:88 et seq. Ptk.). The Ptk. is built on freedom of contract: shareholders may derogate from the rules on legal persons (§ 3:4(2) Ptk.).

That freedom ends where the law prohibits it or where the derogation would clearly harm creditors, employees or minority shareholders (§ 3:4(3) Ptk.). For the kft. the law expressly declares several protective rules unchangeable and any derogating provision null and void (semmis) — for example the payment of contributions (§ 3:162(3) Ptk.) and payments to shareholders (§ 3:187 Ptk.).

What is the minimum share capital of an s. r. o. and a kft., and when must it be paid?

An s. r. o. needs at least EUR 5,000 and part of it must be paid before the registration application is filed. A kft. needs at least HUF 3,000,000 (roughly EUR 8,255), but the articles allow cash contributions to be paid even after registration.

Share capital of the s. r. o. in Slovakia

Share capital must reach at least EUR 5,000 (§ 108(1) ComC). Each shareholder's contribution is at least EUR 750 and is expressed as a positive whole number (§ 109(1) and (2) ComC).

Before the registration application is filed, at least 30 % of each cash contribution must be paid. Paid-up cash and in-kind contributions together must reach at least EUR 2,500 (§ 111(1) ComC). A sole founder must pay up the entire share capital before registration (§ 111(2) ComC).

An in-kind contribution is transferred before the amount of share capital is registered and its value is determined by an expert report (§ 59(2) and (3) ComC). The rest of a cash contribution must be paid within five years of the company's incorporation (§ 113(1) ComC). In the event of default the shareholder pays default interest of 20 %, unless the articles provide otherwise (§ 113(2) ComC).

Share capital of the kft. in Hungary

The törzstőke (share capital) must be at least HUF 3,000,000, i.e. roughly EUR 8,255.37. One shareholder's törzsbetét (contribution) must be at least HUF 100,000, i.e. roughly EUR 275.18 (§ 3:161(1) and (4) Ptk.).

The Hungarian minimum is about two thirds higher than the Slovak one. The articles may, however, provide that the cash contribution need not be fully paid by registration. The shareholder can then pay it even out of distributable profit: the dividend is not paid out but credited against the unpaid contribution (§ 3:162(1) Ptk.).

This freedom has a firm limit. If the contribution is not paid by the end of the second full, twelve-month financial year after registration, the shareholder must pay it within three months of the approval of the financial statements for that year (§ 3:162(2) Ptk.). Any provision of the articles more favourable to the shareholder is null and void (§ 3:162(3) Ptk.).

In-kind contribution to a kft.

An in-kind contribution that reaches at least half of the share capital must be transferred in full before the registration application is filed. Otherwise it is transferred within the period set by the articles, no later than three years after registration (§ 3:163 Ptk.). In a single-member kft. the in-kind contribution is always transferred in full before the application is filed (§ 3:208(1) Ptk.).

Who decides in an s. r. o. and a kft.: general meeting, managing director and supervisory board

In both companies the supreme body is the meeting of shareholders and the statutory body is the managing director. The differences lie in the majorities, the form of decisions and how far the shareholders can direct the managing director.

How does the s. r. o. general meeting decide?

The supreme body of the s. r. o. is the general meeting (§ 125(1) ComC). It has a quorum if shareholders holding at least half of all votes are present. It decides by a simple majority of the votes present, unless the law or the articles provide otherwise (§ 127(1) and (3) ComC).

A two-thirds majority of all votes is required in particular to amend the articles, to increase or decrease share capital and to approve acts carried out before incorporation (§ 127(4) ComC).

When does the s. r. o. general meeting need a notary?

From 17 August 2026 the course of the general meeting must be certified by a notarial record where it decides on the appointment or removal of managing directors. The same applies to a change in the ratio of votes against the ratio of contributions and to a change in share capital that alters the ratio of business shares (§ 127a(4) ComC).

A sole shareholder must make such a decision in the form of a notarial record or a document authorised by an attorney (§ 132(1) ComC).

How does the taggyűlés decide in a kft.?

In a kft. the supreme body is the taggyűlés, i.e. the meeting of shareholders (§ 3:188(1) Ptk.). The invitation is sent at least 15 days in advance; the articles may shorten the period, but not below three days (§ 3:190(1) Ptk.). The taggyűlés has a quorum if shareholders holding more than half of the votes are present (§ 3:18(1) Ptk.).

Amending the constitutive document (létesítő okirat) requires at least a three-quarters majority (§ 3:102(1) Ptk.). The same majority applies to increasing share capital with new contributions (§ 3:198(1) Ptk.).

The exclusive powers of the taggyűlés include approving a contract with a shareholder, a managing director, a member of the supervisory board or an auditor, or with their close relatives (§ 3:188(2) Ptk.). A sole shareholder decides in writing and the decision takes effect upon delivery to the managing director (§ 3:109(4) Ptk.).

The s. r. o. managing director and the kft. ügyvezető: what is their position?

Only a natural person may be the managing director of an s. r. o., whereas the statutory body of a kft. may also be a legal entity (§ 133(2) ComC, § 3:22(2) Ptk.).

The Slovak managing director is appointed by the general meeting (§ 133(4) ComC). If there are several, each acts independently unless the articles provide otherwise (§ 133(1) ComC). A limitation of the managing director's authority is ineffective against third parties (§ 133(3) ComC).

The Hungarian ügyvezető (managing director) runs the company independently and a limitation of their representation is ineffective against third parties (§ 3:196(1) Ptk.). The shareholders may not give them instructions and the meeting may not withdraw their powers (§ 3:112(2) Ptk.). The exception is a single-member company, where the sole shareholder may give instructions (§ 3:112(3) Ptk.). They can be removed at any time and without stating a reason (§ 3:25(2) Ptk.).

Is a supervisory board mandatory?

In an s. r. o. a supervisory board is always voluntary (§ 137 ComC). In a kft. a felügyelőbizottság is mandatory if the average number of full-time employees exceeds 200 and the works council (üzemi tanács) has not waived employee participation in the supervisory board (§ 3:119 Ptk.).

When is a shareholder liable for the debts of an s. r. o. and a kft. with their own assets?

In both countries a shareholder is liable only up to the unpaid contribution. The Hungarian Ptk., however, additionally recognises two cases in which a kft. shareholder is liable without limit.

Liability of an s. r. o. shareholder

A shareholder is liable for the company's obligations up to the amount of their unpaid contribution recorded in the Commercial Register (§ 106 ComC). What they pay to a creditor is credited against payment of the contribution. If they have already paid up the contribution, they may seek reimbursement from the company and, failing that, from the other shareholders in proportion to their contributions (§ 106 ComC).

A shareholder may not unilaterally set off their claim against the company against the duty to pay up the contribution (§ 108(2) ComC). A creditor who is not satisfied from the company's assets may, in their own name, assert the company's claim for damages against the managing directors (§ 135a(5) ComC).

Liability of a kft. shareholder

The basic rule is the same: a shareholder is not liable for the kft.'s obligations (§ 3:159 Ptk.), except for the amount of the unpaid cash contribution (§ 3:162(4) Ptk.). Because the kft. allows payment of the contribution to be deferred for several years, this risk lasts longer in practice than in Slovakia.

When is a kft. shareholder liable without limit?

• Abuse of limited liability: if a shareholder abused limited liability and, after the company ceased to exist without a legal successor, claims remained unsatisfied, they are liable for them without limit (§ 3:2(2) Ptk.).
• Qualified majority and harmful business policy: a shareholder who acquires at least three quarters of the votes must notify the registry court within 15 days (§ 3:324(1) Ptk.). If the company ceases to exist without a legal successor because of their harmful business policy, they are liable to creditors for the unsatisfied claims (§ 3:324(3) Ptk.). The rule does not apply to a voluntary winding-up (végelszámolás).

For a single-member kft. these rules apply mutatis mutandis (§ 3:208(3) Ptk.).

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