Company modification procedure before a certified registrar, like DETRE VARGA & PARTNERS LLP., is obligatory when one or more specifications of your company have or are about to change:
- Registered seat, plant, office
- Company name
- Shareholders person, personal data
- Shareholders shares (amount, ownership, profit share, voting rights, mortgage, option and other rights)
- Managers, CEOs person, personal data, madates and rights
- Other officers (company officer, auditor, member of supervisory board) person, personal data or mandate
- Scopes of activities
- Company website, e-mail adress
- Corporate documents, articles of incorporation, company agreement, partnership agreement
- Company form (Kft., Bt., Rt.)
- Company transformation (merger, split up, divisions)
Company modification procedure shall be requested by the company within 15 days from the change.
The most common case of company modification is taking over a company from someone else. We're going to explain the workflow of this case, but any other company modification procedure will be similar.
BUYING A COMPANY
Buying a company vs. setting up a new one is a decision, that one must consider carefully. There are many aspects, that you may consider, but in order not to lose track of our story, we'll only highlight 3 pros and 3 cons.
Advantages of buying an existing company
- Through buying the company you basically buy all the companies assets, including real estate, financial assets, buyers contacts and agreements. If you're a foreigner, the fastest and easiest way to buy assets is buying a company, owning those assets. You can take over a favourable, long term rental agreement, or you can buy a property without waiting 45 days for a permission as a foreigner to buy a property.
- The company has got a past, that gains some trust to it from partners, and even at the law. Brand new, out of the box companies can be distrusted by partners. Tax office can be more likely to inspect them, and in specific commercial transactions, they may have to deposit financial security to ensure payment of some duties.
- The company is eligible to bank credit and EU funds, that usually require at least one closed business year.
Now we look at the disadvantages buying a company may have.
- The company may have debts, liabilities, that you're not informed about. These remain effective regardless of who is the owner, making you have to deal with them. Some agreements may be terminated, if the company is taken over, which requires cautious research from your side.
- The companies past can also fire back. If the company had absolutely no activity for years, it's public annual report won't conribute to much trust from third persons. Business partners rarely inspect public annual reports, as they focus more on your person, as the new owner of the company. Even bankrupt companies can reborn after being purchased by a new owner.
- Reviewing the accounting and legal documents of the company, which is highly recommended if you don't have any guarantee or recommendation, can take time, and some expense.
Some lawyers discourage clients from taking over existing companies, because of the past factor. However, lawyers often can't think like businessmen, and they don't realize that benefits can outweigh risks. We are also cautious, but we focus on our clients business interests, and try to explain them the risks, so they can compare them to benefits, and decide whether they buy that company or not. On the other hand, we have an accounting company, and through it's network, we can offer you companies for sale, that we know, or we have accounted, so we can recommend.
The next step
Once you've made a decision that you take over an existing company, you book an appointment to us for company modification. The seller of the company and it's accountant will have to cooperate with us. As we authentificate the company purchase agreement as a registrar, the seller is also regarded as our client: he will need to provide us with a scanned copy of his ID or passport, residency, visa, and personal data on a personal data sheet that we use for registering client data. From the sellers side, we also need an actual version of the company documents (particularly the company agreement), and an accounting balance sheet from the accountant (főkönyvi karton). We need the contact data of the seller and the companies accountant, as we may have questions directly to them.
Preparing the company documents
The number one document, on which every company modification procedure is started, a decision of the shareholder(s). A company may have one or more shareholders, who shall decide modifications in the company. If there are more shareholders, they can meet physically, or in written form, even online. This decision is also drafted by us, and signed by all shareholders (or single shareholder). The other company documents, like a new company agreement including the modifiations, are also drafted, signed and authentificated by us. This lawyers authentification as a registrar is translated as "I countersign" (ellenjegyzem).
Depositing court fees
We deposit court fees on behalf of you to the competent company court, regional courts keeping the company register. In most cases the procedure fee is less than 60 EUR.
Submitting the company documents to court
Based on the data and the company documents we prepare a registration form, that would be submitted to the register, and attach all documents to it one by one. This is how the court registration starts.
Receiving the courts decision
In about two weeks to 30 days we receive the registration from the court, that we upload as usual to the Cloud, that we share with you, and also share with the companies new accountant.