Section 152.
Unless otherwise prescribed by law, a resolution of the members' meeting adopted for any amendment of the memorandum of association requires a three-quarters or higher majority of the votes.
Section 153.
A resolution of the members' meeting adopted by unanimous decision shall be required to increase the obligations of members contained in the memorandum of association, to establish new obligations, or to restrict special rights of certain members.
Section 154.
(1) The initial capital may be increased by requesting cash or in-kind contributions, or it may be financed from the assets in excess of the initial capital.
(2) Any increase of the initial capital shall fall within the exclusive competence of the members' meeting according to the provisions governing the amendment of the memorandum of association; however, a decision adopted by simple majority shall suffice, unless the memorandum of association contains more stringent provisions for the increase of capital.
Section 155.
(1) Where the initial capital is increased by a financial contribution it may be carried out only if all original contributions to the capital are provided in full.
(2) The resolution of the members' meeting adopted for the increase of capital shall specify the amount of cash and/or the type of in-kind contribution required.
(3) Where the initial capital is increased by financial contribution, the members shall have preferential rights within fifteen days following the date of decision for the capital increase, unless the memorandum of association or the resolution of the members' meeting ordering the capital increase provides otherwise.
(4) If any member fails to exercise his preferential rights within the prescribed time limit, it may be exercised in his stead by the other members within an additional fifteen days. If all members failed to exercise their preferential rights, the members' meeting shall designate other persons upon whom to confer the right to provide the financial contribution.
Section 156.
(1) Members shall be entitled to exercise the preferential rights referred to in Subsections (3)-(4) of Section 155 consistent with the percentage of their contribution to the company's capital, unless the memorandum of association or the resolution of the members' meeting ordering the capital increase and adopted by a three-quarters or higher majority of the votes, provides otherwise.
(2) The new members participating in the capital increase shall supply a statement fixed in an authentic instrument or in a private document representing conclusive evidence for acknowledging the provisions of the memorandum of association as binding.
(3) The resolution of the members' meeting ordering the capital increase shall specify the amount of the initial capital as increased and the amount of capital contribution of each member, the financial contribution provided by a member in connection with the increase of capital, the type of contribution and the time when provided.
(4) Without prejudice to the preferential rights of members, a decision for the increase of the initial capital may be adopted in a single members' meeting.
Section 157.
The provisions on the minimum amount of initial capital, the method and due date of payment, the legal consequences of default, the valuation and provision of capital contributions, as well as on the liability of members providing the contribution shall also be applied during the increase of initial capital.
Section 158.
(1) A decision may be adopted by the members' meeting for the increase of the initial capital by the assets in excess of the initial capital, or a part thereof, if, according to the balance sheet of the annual report prepared for the previous financial year according to the Accounting Act, or according to the interim balance sheet of the current year there are sufficient funds available for the capital increase, and if the company's initial capital will not exceed its equity capital adjusted in accordance with the Accounting Act. The annual report and the interim balance sheet may be taken into consideration for determining whether there are sufficient funds in excess of the initial capital within the six-month period following the balance sheet date.
(2) Any increase of the initial capital according to Subsection (1) shall, without any payment, increase the capital contributions of members consistent with the percentage of their previous contributions to the company's capital unless otherwise provided in the memorandum of association, or in a resolution of the members' meeting adopted by a qualified majority.
Section 159.
(1) The members' meeting may decide to reduce the initial capital in due observation of the provisions pertaining to the amendment of the memorandum of association, and shall be obliged to reduce it in the cases specified in this Act.
(2) With the exception set out in Subsection (3), the initial capital may not be reduced below the threshold specified in Subsection (1) of Section 114.
(3) Companies may decide to reduce the initial capital below the threshold specified in Subsection (1) of Section 114 (conditional capital reduction). In this case, the reduction of the initial capital may take effect only upon the increase of the initial capital carried out simultaneously so as to bring the initial capital up to the amount limit specified in Subsection (1) of Section 114.
Section 160.
(1) The members' meeting resolution adopted for the reduction of the initial capital by decision of the business association shall specify the amount of the initial capital after the reduction and the amount of the capital contribution of each member, and shall specify whether the initial capital is being reduced in the interest of disinvestment or the settlement of debts, or for the purpose of increasing some other element of equity, including tied-up reserves. Any reduction of the initial capital shall concern the members in the percentage of their capital contributions, unless the memorandum of association or the resolution of the members' meeting deciding the reduction provides otherwise.
(2) Where the initial capital is reduced by way of disinvestment, the amount due to the members shall be determined taking into account - in proportion to the initial capital - the assets in excess of the initial capital. If the company's own funds are below the subscribed capital, for the reduction of initial capital by way of disinvestment a decision is first required for the reduction of the initial capital in order to cover losses.
Section 161.
(1) Where the reduction of initial capital is subject to statutory requirement on the grounds specified in this Act, the members' meeting shall adopt a decision within thirty days after learning of the reason therefor.
(2) If the initial capital is to be reduced below the threshold specified in Subsection (1) of Section 114 - if the company fails to exercise any of the options afforded under Subsection (3) of Section 143 and Subsection (3) of Section 159 - the company shall adopt a decision for its conversion, merger with another company, demerger, or termination without succession. Concerning the contents of the members' meeting resolution, the provisions of Section 160 shall apply.
Section 162.
(1) The managing director shall send a notice to the court of registry concerning a decision of the members' meeting adopted for the reduction of the initial capital within thirty days following the date when adopted, and shall simultaneously take measures to have the decision on the capital reduction published in two consecutive volumes of the Cégközlöny (Company Gazette), leaving at least thirty days between the two publications. The notice shall contain the subject of the decision, and shall advise the company's creditors of their right to demand collateral security - subject to the exceptions set out in Subsection (3) - for their claims originating from before the first publication of the notice that did not fall due by this time. Known creditors must be informed directly as well.
(2) Creditors shall file any request for collateral security in connection with the reduction of the company's initial capital within a thirty-day forfeit deadline following the last publication of the notice.
(3) Any creditor whose claim is already secured - pursuant to legal regulation or contract - consistent with the risk related to the reduction of the initial capital shall not be entitled to demand such security, nor if it is not justified in light of the business association's assets and liabilities, financial position and profit or loss.
Section 163.
(1) The company shall provide the collateral security within eight days following the deadline for filing the proof of claim or, if a claim is rejected, shall inform the creditor concerning the rejection and the reasons therefor. Creditors may file for the review of any decision of rejection, or if the collateral security provided is insufficient, to the competent court of registry within an eight- day forfeit deadline following receipt of the resolution. The court of registry shall adopt a decision in due observation of the provisions governing judicial oversight proceedings within thirty days after the request is filed. The court of registry, upon conclusion of the proceedings, shall either reject the request or shall order the company to provide adequate collateral security. Reduction of the initial capital may not be registered in the register of companies until the creditor is provided adequate collateral security.
(2) The provisions contained in Subsection (1) shall not apply where the initial capital of the company is reduced: a) to cover the company's losses [Subsection (3) of Section 143]; or
b) for the purpose of redistribution, in the manner specified in the Accounting Act, in favor of an appropriated reserve over and above the company's initial capital.
(2) The reserve created from the share capital under Paragraph b) of Subsection (2) may not exceed ten per cent of the company's initial capital. The appropriated reserve created in this fashion may only be used to cover the company's losses or to increase the company's initial capital subsequently; no disbursements to the shareholders are permitted from this reserve.
Section 164.
(1) The capital reduction may be registered only if the managing director has proved compliance with the provisions contained in Sections 162-163.
(2) On the basis of an initial capital reduction, payments to members may be performed only after entry of the initial capital reduction in the register of companies.
(3) The managing director shall notify the competent court of registry concerning the failure of reduction of the initial capital within thirty days.
(4) If the statutory reduction of the initial capital has failed and the company fails to eliminate the reasons for statutory reduction within thirty days from the failure, the company must convert into another corporate form or adopt a decision for its termination without succession.