The Government Decree – essentially setting forth a requirement for governmental approval – for foreign investors acquiring ownership in Hungarian strategic corporations and conducting specified transactions will remain in force until the end of the year

author: dr. Katinka TÖLGYES

On the 25th of May 2020 a Government Decree[1] (Decree) was published according to which for the validity of specific transactions in strategic companies (by virtue of contract, unilateral declaration or a resolution permitting: transfer of ownership free of charge or for consideration; capital increase; transformation, merger and division of the company; the issue of bonds to be converted, bonds holding subscription right or convertible bonds; establishment of usufruct rights in shares, business quota) it is required to notify the Minister for the Economy (the Minister), and the Minister must acknowledge it, if the following conditions are also met:

  • a foreign investor – as defined below – or a legal person or entity established in a Member State of the European Union (EU) or a Member State of the European Economic Area (EEA) or the Swiss Confederation (Switzerland) by acquiring ownership, ownership of a bond, a right of usufruct, directly or indirectly acquires more than 50% of the votes in the strategic company or acquires majority control; meaning that a dominant influence takes effect according to the provisions of Section 8:2 of the Civil Code. (Majority control includes, but is not limited to, the right to appoint or remove the majority of the executive officers and members of the supervisory board of the company concerned; the case where other shareholders vote together with the holder of the influence by agreement or where other shareholders vote through the holder of the influence, provided that the proportion of voting shares exceeds 50%. The majority control may be exercised not only directly but also indirectly.)
  • any foreign investor acquires, directly or indirectly, at least a participation of 10% in the strategic company through the acquisition of ownership, ownership of a bond or usufruct right and the value of the investment reaches or exceeds HUF 350 million;
  • any foreign investor acquires a participation of 15%, 20% or 50% in the strategic company (regardless of the value of the investment) by acquiring ownership, ownership of a bond or usufruct right;
  • the combined shareholding of any foreign investors in the strategic company would exceed 25% through the acquisition of ownership, ownership of a bond or usufruct right;
  • any foreign investor directly or indirectly acquires the right of operation in respect of the activity belonging to the sectors of the strategic companies – i.e.: the transfer of the infrastructure, equipment, transfer of the right to use or operate the assets necessary for the continuation of the activity or the provision thereof as security takes place.

It is important to highlight that for legal persons and entities established in the EU, the EEA or Switzerland, notification is only required when acquiring a majority control through specific legal transactions (regardless of the background of their ownership), whilw for foreign investors notification is compulsorily required for legal transactions specified in the Decree (acquisition of ownership, acquisition of ownership of a bond, acquisition of usufruct rights or operating rights).

What are strategic companies?

According to the provisions of the Decree, a strategic company is a

1) limited liability company,

2) private company limited by shares, or

3) public limited company,

with registered office (seat) in Hungary, the main area of activity of which falls within the sectors specified in the Appendix of the Decree (attached below), or if its ancillary activities fall within the energy, transport, communications sectors and/or within sectors of strategic importance specified in Article 4 (1) (a) to (e)[2] of Regulation (EU) No 2019/452[3], including the financial, credit and insurance sectors too.

Who counts as a foreign investor?

Firstly, a legal person or other entity (i.e.: even a domestic entity) when acquiring shareholding or control in a company with registered office (seat) in Hungary performing a specific field of activity at the strategic company, if a person, being a citizen of a state other than a member state of the EU, the EEA and Switzerland or a legal person or other entity established in such a state, disposes on majority control as defined in the Civil Code in the acquiring entity.

Alternatively, a citizen of any state other than those in the EU, the EEA and Switzerland, or a legal person or other entity established in such a state.

Based on the above, the citizens (natural persons) and legal persons or entities of the EU, EEA and Switzerland are not considered to be foreign investors, unless a citizen, legal person or other entity other than those of the EU, EEA and Switzerland has majority control in them.

Who should submit the notification and when? What are the main provisions for this newprocedure?

The notification obligations apply to transactions concluded after the entering into force of the Decree – 26th of May 2020 -. The Decree  is in effect until the 31st of December 2020.

The notification with the content provided by the Decree must be submitted to the Minister within 10 days after the initiation of the transaction. The notification must be made by the foreign investor (or by the acquiring company and the foreign investor jointly, if the acquisition of the right to operate is involved and it is not acquired by the foreign investor); legal representation is mandatory during the proceedings.

The Minister gives a notice on the receipt of the notification within a maximum of 8 days indicating therein the date of the reception, after which the Minister will have a 45 day period (which may be extended once by 15 days in duly justified cases; furthermore an extension of at least 3, but not more than 10 days may be granted for supplementing documents – or alternatively a 20 day extension for supplementing documents which are not to be submitted by the notifying party) to examine, whether:

  • the notification meets the requirements for its content
  • the transaction complies with Articles 36, 51 (1) and 65 (1) of the Treaty on the Functioning of the European Union,
  • the notifying party is not under the control of an administrative body of an EU Member State,
  • the notifying party has been involved in an activity in the EU concerning security or public order,
  • there is a material risk that the notifying party will engage in illegal or criminal activities.

If on the basis of the investigation, no problematic circumstances arise, the Minister acknowledges the notification in writing. If on the basis of the above investigation problematic circumstances arise, the Minister prohibits the transaction. The Minister is obliged to give reasons for the prohibition. To a limited extent, this may be challenged in administrative non-litigation proceedings on the basis of the violation of essential rules of the procedure and in connection with the transaction’s classification per the Decree. The Metropolitan Court will have exclusive jurisdiction in the case and legal representation is mandatory in this proceeding, too.

The notification will not prejudice any relevant reporting or authorization obligations under further legislation.

The Minister will monitor compliance with the notification obligations. If a foreign investor fails to meet its obligation to notify, the above-described investigation will be undertaken with the possibility of imposing a fine. The amount of the fine may be up to twice the value of the transaction, and for a natural person acting as foreign investor at least HUF 100,000, while in the case of a legal person or entity acting as foreign investor at least 1% of the net revenue achieved in the last business year of the strategic company involved in the transaction (No reduction may be granted for the payment of a fine). The Minister will also keep records on the notifications on acknowledgments and prohibitions.

Important legal consequences of the notification obligation

Entry in the share register and members’ list is subject to the Minister’s notification on acknowledgement. When registering transactions specified in the Decree in the company register, the application for registration/modification must be accompanied by a private document of full probative value declaring that the company concerned is considered as  a strategic company and by the Minister’s notification on acknowledgment. (Registrations made in the absence of these documents or in spite of the Minister’s prohibition will be deleted by the court of registration within the framework of the supervision of the legality of the procedure.)

A contract, unilateral declaration or company resolutions made in violation of the provisions of the Decree or contrary to a Minister’s prohibition is considered to be null and void.

Engagement of legal counsel

The Regulation sets forth the mandatory legal representation, nevertheless, , in many cases, even during the planning phase of transactions, questions may arise as to whether they are bound by the notification obligations provided by the Decree.

Kapolyi Law Firm, a law firm recognized in the Hungarian capital markets with over two decades of experience fully supports the compliance of the specified legal transactions with the new provisions.

Should you have any further questions related to the notification obligations, please contact our experts.

[1] Government Decree No. 227/2020 (V 25) on the measures necessary for the economic protection of companies established in Hungary in order to prevent a human epidemic causing a mass illness endangering the safety of life and property and to remedy its consequences

[2] Regulation (EU) 2019/452 of the European Parliament and of the Council of 19 March 2019 establishing a framework for the screening of foreign direct investments into the Union

[3] a) critical infrastructure, whether physical or virtual, including energy, transport, water, health, communications, media, data processing or storage, aerospace, defence, electoral or financial infrastructure, and sensitive facilities, as well as land and real estate crucial for the use of such infrastructure;

  1. b) critical technologies and dual use items as defined in point 1 of Article 2 of Council Regulation (EC)

No 428/2009, including artificial intelligence, robotics, semiconductors, cyber security, aerospace technology, defence technology, energy storage, quantum and nuclear technologies as well as nanotechnologies and biotechnologies;

  1. c) supply of critical inputs, including energy or raw materials, as well as food security;
  2. d) access to sensitive information, including personal data, or the ability to control such information; or
  3. e) the freedom and pluralism of the media.

Specified sectors

Number Sector NACE Serial Subsector
1 Chemical Sector 19 Manufacture of coke and refined petroleum products
20 Manufacture of chemicals and chemical products
21 Manufacture of basic pharmaceutical products and pharmaceutical preparations
2 Commercial facilities 45 Wholesale and retail trade and repair of motor vehicles and motorcycles
47 Retail trade, except of motor vehicles and motorcycles
46 Wholesale trade except of motor vehicles and motorcycles
3 Communication sector 61 Telecommunications
4 Essential industry sectors (including

electronics, mechanical engineering, steel production

and manufacture of transport equipment)

26 Manufacture of computer, electronic and optical products
27 Manufacture of electrical equipment
28 Manufacture of machinery and equipment n.e.c.
29 Manufacture of motor vehicles, trailers and semi-trailers
30 Manufacture of other transport vehicles
24 Manufacture of basic metals
5 Defence industry 25.4 Manufacture of weapons and ammunition
30.4 Manufacture of military fighting vehicles
6 Dams 42.9.1 Construction of a water projects
7 Energy sector 35 Electricity, gas, steam and air conditioning supply
8 Emergency facilities 84.2.2 Defence activities
84.2.4 Public order and safety activities
84.2.5 Fire service activities
9 Financial sector 64 Financial service activities, except insurance,

pension funding

65 Insurance, reinsurance and pension funding, except compulsory social security


66 Activities auxiliary to financial services and insurance activities
10 Food sector and agriculture 10 Manufacture of food products
11 Manufacture of beverages
12 Manufacture of tobacco products
1 Agriculture, forestry and fishing
2 Forestry and logging
3 Fishing and aquaculture
11 Government facilities 84 Public administration and defence; compulsory

social security

12 Health sector 86 Human health activities
87 Residential care activities
88 Social work activities without accommodation
13 Information technology 62 Computer programming, consultancy and related activities
63 Information service activities
14 Nuclear sector 2446 Processing of nuclear fuel



Construction industry




Construction of buildings

42 Civil engineering
43 Specialised construction activities
16 Water supply and sewerage services 36 Water collection, treatment and supply
37 Sewage collection and treatment
17 Waste management 38 Sewerage
39 Remediation activities and other waste management services
18 Building material industry 8.1 Quarrying of stone, sand and clay
23 Manufacture of other non – metallic mineral products
19 Transport, transportation, logistics 49 Land transport and transport via pipelines
50 Water transport
51 Air transport
52 Warehousing and support activities for transportation
53 Postal and courier activities
20 Manufacture of medical devices 32.5 Manufacture of medical  and dental instruments and supplies
21 Tourism 55 Accommodation
56 Food and beverage service activities