I. Transfer of registered office of a Hungarian-based limited liability company
According to the current Hungarian legislation, a legal entity registered in Hungary cannot transfer its registered office to Germany based on company law provisions as a change in company law. In order for the company to expand more easily within the European Union and to easily conduct business without establishing a subsidiary, it is advisable to establish a European limited liability company.
The European limited liability company is regulated by EU law, so the risk of insufficient knowledge of national company law provisions can be easily eliminated.
The form of the European limited liability company allows the company to transfer its registered office to another EU country without having to dissolve the company and establish a new company.
II. Establishment of a European limited liability company
There are four alternatives for establishing a European limited liability company: merger, creation of a European holding company, establishment of a European subsidiary, and establishment by conversion.
Legal entities can establish a European limited liability company by merger if all legal entities are limited liability companies, they are registered in at least two different EU Member States, and their merger is specifically aimed at establishing a European limited liability company.
By establishing a European holding company, both public limited liability companies and legal entities in the form of a limited liability company can establish a European limited liability company. Here too, a prerequisite is that the legal entities are legal entities registered in different EU Member States, or that the European holding company is established by a company that has had a subsidiary (or branch) in another Member State for at least two years.
The establishment of a European subsidiary can be decided by any two legal entities that are registered in different EU Member States; or a legal entity that, similarly to the above holding company, has had a subsidiary (or branch) operating in another Member State for at least two years.
A public limited company may establish a European limited company by transformation if it has operated a subsidiary in another Member State for at least two years.
In addition to the above procedures, the conditions for establishing a European limited company are that its registered office and head office operate in the same EU Member State, that it is present in another EU Member State in the form of a subsidiary or branch, that its subscribed capital is at least 120 thousand euros, and that the participation of its employees in the company’s decisions is ensured