The relevant merger control legislation in Hungary is Act LVII of 1996 on the Prohibition of Unfair Trading Practices and Unfair Competition (the Competition Act).

The Hungarian Competition Authority (HCA) publishes guidelines on its website, touching upon the following topics:

• Notice on the List of Affected Markets – Notice No 1/2022 on the annual publication of the list of markets affected by the concentration indicated in the official certificate.
• General Enforcement Notice – Notice No 2/2023, as amended by Notice No 1/2024, on certain enforcement issues related to proceedings for the review of concentrations.
• Notice on the Initiation of Proceedings – Notice No 3/2023 on the obligation to notify a concentration, the initiation of competition supervision proceedings for the review of a concentration, and the “non-obviousness” condition applicable where proceedings are declared to be conducted in full scope.
• Notice on Conditions and Obligations – Notice No 8/2017, as amended by Notices Nos 2/2018 and 3/2020, on the imposition of conditions and obligations in non-prohibitive decisions adopted in proceedings for the review of concentrations.
• Notice on Pre-notification Consultation (Prenotification) – Notice No 4/2023 on pre-notification consultations related to proceedings concerning the review of concentrations.

There is no other merger control-related legislation for foreign transactions or investment and there is no other merger control-related legislation relating to particular sectors.

Hungary has two parallel foreign direct investment regimes in place:

• Act LVII of 2018 (General FDI Regime); and
• Chapter IV of Act L of 2025 (Emergency FDI Regime).

The HCA enforces the merger control legislation; in general, there are no other authorities involved in the review process.

In cases of concentrations on the media market, the HCA must obtain the opinion of the Media Council of the National Media and Infocommunications Authority if the merger involves undertakings where the undertakings bear editorial responsibility and whose primary purpose is to make media content available to the public through an electronic communications network or through printed press products (see Section 171 of Act Act CLXXXV of 2010 on Media Services and Mass Communication and Section 67(4) of the Competition Act).

If the jurisdictional thresholds are met, notification of the concentration to the HCA is compulsory (see Section 24 of the Competition Act).

The following exceptions exist:

• The Government may, in the public interest – particularly for the preservation of jobs and the security of supply – declare a concentration between undertakings to be of national strategic importance. Such a concentration does not have to be notified to the Hungarian Competition Authority under Section 24 of Competition Act (Section 24/A of the Competition Act).
• No notification is required for the temporary acquisition of control or assets by an insurance company, insurance holding company, credit institution, financial holding company, mixed financial holding company, mixed-activity insurance holding company, investment firm, investment fund or investment fund manager, if that acquisition is made in preparation of resale, and if the company acquiring control does not exercise its rights of control, or if those rights are exercised only to an extent that is absolutely necessary, and if the duration of the acquisition of control or assets does not exceed one year (Section 25 of the Competition Act).  If the resale does not materialise within one year, the concentration shall be reported to the HCA at the latest within 15 days of the expiry of the one-year transition period. If not reported, the concentration shall be considered executed in breach of the standstill obligation.
• Where a concentration is implemented through an equity scheme set up for that purpose, by way of a financing transaction required as a result of COVID-19 coronavirus, with the involvement of a venture capital fund or private equity fund under direct or indirect majority State ownership, it shall not be reported to the HCA if the venture capital fund or private equity fund under direct or indirect majority State ownership acquires control rights itself or jointly with other companies for the purpose of investment protection (Section 25/A of the Competition Act).
• A concentration of companies where a venture capital fund under direct or indirect State control acquires joint control rights in a company – whose net turnover for the previous year did not reach one billion five hundred million forints – through an equity investment carried out with State aid that has been declared by the European Commission compatible with the internal market shall not be notified to the HCA. The venture capital fund acquiring control shall inform the HCA of the implementation of the concentration within 30 days of the date of implementation (Section 25/B of the Competition Act).

Penalties apply for failure to notify a concentration to the HCA, where notification is required.

If a concentration is implemented without clearance from the HCA, the HCA may impose a daily periodic fine of HUF300,000 (approximately EUR777) on any party subject to the notification obligation. The fine accrues from the date the concentration is implemented until:

• the date of notification of concentration, provided that the party responsible for filing the notification initiated prior negotiations with the HCA; or
• the date of initiating competition supervision procedure; or
• where enforcement occurs during a pending notification or competition supervision procedure, until the date of the HCA’s decision,

until the date on which the parties notify the transaction or, if they fail to do so, the HCA launches ex officio the merger control procedure.

However, the fine imposed cannot exceed 15% of the annual net turnover in the preceding business year of each party or parties (or their group) subject to the notification obligation.

It is at the discretion of the HCA to decide on the amount of the fine, considering the duration of the infringement, any mitigating and aggravating circumstances, as well as the impact of the transaction on competition in Hungary.

In cases where the HCA investigates a merger that should have been notified, it may also order the termination of the concentration.

Fines imposed are usually made public on the website of the HCA.

Merger control’s focus is on the concentration of previously independent undertakings. Therefore, internal restructurings and reorganisations are not subject to merger review.

However, operations that do not involve the transfer of assets can also bring about a concentration. For example, a concentration may occur if the amendment to the articles of association or the conclusion of a shareholder’s agreement results in, by way of special voting or appointment rights, a change of control between the shareholders. This applies also to changes from sole to joint control (eg, when one shareholder controls the majority of the company’s shares, but it can make no strategic decisions without the other shareholder, based on a shareholder’s agreement).

Control is the shareholder’s right or actual ability to influence the market behaviour of another company. This may materialise in the right or actual ability to determine a company’s business plan and make strategic decisions. Control is established, particularly if the company holds over 50% of the shares, stocks or voting rights in the controlled company or it has the power to designate, appoint or dismiss the majority of the executive officers of the other company.

The general jurisdictional thresholds are as follows.

Compulsory Thresholds

A concentration must be notified where, in the preceding financial year:

• the combined Hungarian turnover of all groups of undertakings concerned (including any controlling participation in joint ventures (JV) exceeded HUF20 billion (approximately EUR51.8 million)); and
• the Hungarian turnover of each of at least two groups of undertakings concerned (including any controlling participation in JVs) exceeded HUF1.5 billion (approximately EUR3.9 million).

Voluntary Thresholds

If the aforementioned compulsory thresholds are not met, the parties may still choose to notify the concentration voluntarily. Where the following voluntary thresholds are met but the parties decide not to notify the concentration, the HCA may initiate an ex officio investigation within six months of completion but cannot impose a fine for failure to notify.

The voluntary thresholds and requirements are as follows:

• the combined Hungarian turnover of all groups of undertakings concerned (including any controlling participation in JVs) exceeded HUF5 billion (approximately EUR12.9 million); and
• it is not obvious that the concentration does not significantly lessen competition on the relevant market, particularly by creating or strengthening a dominant position.

There are no sector‑specific jurisdictional thresholds. Any sectoral particularities are addressed through special turnover calculation rules (see 2.6 Calculations of Jurisdictional Thresholds).

Turnover must be calculated based on the last audited financial statement available at the time of the concentration.

For threshold calculations, the HCA applies the central rates published by the Hungarian National Bank effective on the last day of the undertaking’s preceding fiscal year.

The turnover of the undertaking losing control as a result of the concentration (ie, the seller) is excluded from the calculation, as is the turnover of any other undertakings it controls (except the direct participants to the concentration such as the target).

The income of JVs is attributed to the controlling groups and allocated equally between them. When two parent companies belong to the same group, they are considered as one parent for allocation purposes (where there are three parents, two of which belong to the same group, 50% is allocated to the parents of the same group and 50% to the standalone parent).

For the purposes of the second limb of the test (ie, the HUF1.5 billion threshold), any consecutive transactions by the same parties within the two years preceding the transaction must be taken into account provided that those earlier transactions were not subject to merger notification.

Intra‑group sales are disregarded when calculating turnover but inter‑group sales (ie, sales between the target group and the acquirer group) remain included.

Special turnover calculation rules apply to certain regulated sectors:

• insurance companies: the value of gross insurance premiums;
• investment firms: income from investment activities;
• commodity dealers, payment institutions, electronic money institutions and companies engaged in the intermediation of financial services: the total of net turnover from sales and income from financial transactions;
• stock exchanges: the total of annual fees paid by traders from the income from exchange market operations;
• funds: revenues from membership fees;
• financial institutions: the gross income including interests receivable and similar income, income from securities [income from shares held for trading, dividend and profit‑sharing income from participating interests, from participating interests in affiliated companies, from companies linked by virtue of major participating interest, from other companies linked by virtue of participating interest], commissions receivable, net profit or net loss on financial operations and other operating income.

The turnover of the undertaking that loses control as the result of the concentration (the seller) and that of any companies it controls is not relevant when assessing filing obligations (except the direct participants of the concentration such as the target). The seller’s turnover is relevant if it continues to retain joint control on a non-transitionary basis. This applies to de facto control as well, which arises when a minority shareholder can realistically expect to obtain majority at the shareholders’ meetings. If the seller retains at least negative sole control, the transaction is not a concentration, whereas in the case of joint control the turnover of all jointly controlling undertakings must be assessed.

In general, the group’s turnover is relevant. The affected undertaking group consists of the direct participant in the concentration, and all indirect participants linked to that entity through control. If a direct participant has no indirect participants, the direct participant alone constitutes the affected undertaking group. For threshold purposes, the relevant undertaking group is the economic unit that exercises independent decision‑making authority. The income of joint ventures is attributed to and apportioned equally among the controlling groups, and the parent company’s turnover is also relevant whenever a JV is created or acquires control.

For merger notification purposes, the data provided must reflect the composition of the undertaking group as it exists at the time the notification is submitted. By contrast, the assessment of the merger’s effects must rely on the facts as they exist when the authority adopts its decision, including any changes in group structure.

No standalone local-effects test exists with regard to foreign-to-foreign transactions; this aspect is covered by the thresholds in place. The potential for effects of the concentration to materialise locally is assumed to be present if the applicable turnover thresholds are met.

In the case of the compulsory merger control notification thresholds, there is no market share threshold. The compulsory jurisdictional thresholds are based solely on the turnover.

With respect to the voluntary jurisdictional thresholds, the assessment of whether a transaction may significantly restrict competition can be based on the increment in the parties’ market shares. Under the new merger control guidelines, a concentration is presumed not to impedeeffective competition significantly where the combined market share of the participants does not exceed:

• 20% in the case of horizontal overlaps; or
• 30% in the case of vertical or conglomerate relationships.

In addition to market shares, the HCA relies on other quantitative indicators, such as competitors’ market shares, the Herfindahl-Hirschman Index (HHI) and its delta (that is, the change in HHI levels). For example, a merger will generally not be considered to lessen competition if:

• the market share increase does not exceed 5%; and
• the HHI remains below 1000 following the concentration; or
• the HHI is between 1000 and 2000, and the delta is under 250; or
• the HHI is exceeds 2000, but the delta is below 150.

However, market‑share indicators are not always decisive, especially in the case of start‑ups or where another group could plausibly co-ordinate its behaviour with the group emerging from the transaction.

The HCA may also consider qualitative elements, including potential competition, the absence of barriers to entry, and countervailing buyer power, etc. Where the parties seek to rely primarily on such qualitative considerations, entering into pre‑notification discussions is strongly recommended.

Joint ventures are subject to merger control under Hungarian law if they are full-function.

The thresholds may be satisfied solely by the turnover of the JV’s parent companies, even if the JV itself has no turnover. When a new full‑function JV is being established, only the prospective parents (direct participants) and their groups (indirect participants) qualify as the undertakings concerned, and their turnover alone is sufficient to meet the thresholds, as the JV will probably have no turnover at this point. Moreover, in any joint‑control acquisition via a JV (including full‑function JVs) the turnover of the acquiring groups is taken into account.

Where joint control is obtained over an existing undertaking, the undertakings concerned include:

• the prospective parents;
• their respective groups;
• the undertakings exercising joint control over the parents and their groups; and
• the undertaking over which joint control is being acquired (ie, the prospective JV).

In such cases, the thresholds can again be met solely on the basis of the parents’ or their groups’ turnover, even if the JV cannot.

Any increase or decrease in the number of controlling undertakings, or the replacement of controllers – provided that the target is a full‑function JV – is treated as an acquisition of control, meaning that the parents’ turnover alone may satisfy the thresholds.

If the compulsory thresholds are not met, but the voluntary thresholds are fulfilled and the parties decide not to notify the concentration because of the meeting of the voluntary thresholds, the HCA has the power to initiate an ex officio investigation within six months from completion. However, in this case the HCA is not empowered to impose fines for the failure to notify.

A standstill obligation applies to all concentrations that meet the mandatory notification thresholds. If the transaction does not meet the mandatory thresholds but the parties choose to notify the concentration voluntarily, they are not required to suspend implementation.

The prohibition on implementation (such as exercising voting rights, appointing officials, etc) does not prevent the parties from signing the transaction agreement or performing actions required under that agreement, provided that the concentration is not implemented (ie, closing does not occur).

Implementing a notifiable concentration without clearance constitutes gun‑jumping and is prohibited under Hungarian law.

If the HCA finds that the parties have implemented the concentration before clearance, any action taken in the course of exercising unlawful control is deemed null and void. However, the transaction agreement itself does not become void. The HCA may also impose a fine for the implementation of the concentration before clearance, ranging from HUF50,000 to HUF300,000 per day, until clearance is granted.

In the case of foreign-to-foreign transactions, the standstill obligation applies, as long as the Hungarian jurisdictional thresholds are met.

There is no general exemption of the suspension. However, the HCA may on request permit the parties to exercise control rights before clearance, at its discretion. In deciding whether to grant such a derogation from the standstill obligation, the HCA considers all relevant circumstances, including the impact of the gun‑jumping prohibition on the parties and third‑party market participants, the potential adverse effects of the concentration, the possibility of restoring pre‑transaction market conditions, and whether early implementation is necessary to protect the value of the applicant’s investment.

To obtain such an authorisation, the acquirer must submit a reasoned preliminary implementation request within five calendar days of the opening of Phase I, or within eight calendar days of becoming aware that early exercise of control rights is required to protect its investment. The request must explain why early implementation is necessary, specify the control rights to be exercised and the objectives pursued, and describe the anticipated effects of such an exercise. The acquirer must also demonstrate that the market conditions can be restored to its pre‑implementation state if the authorisation is granted. The HCA must decide on the request within 15 calendar days.

If authorisation is granted, the HCA may impose conditions or obligations (including reporting obligations) and may later modify or revoke them if they prove insufficient. If the parties breach these conditions and the HCA prohibits the transaction, any actions taken in violation of the imposed conditions will be null and void, and the HCA may impose a procedural fine.

The HCA will assess the relevant circumstances explained in 2.14 Exceptions to Suspensive Effect, in particular where an early implementation is necessary to protect the value of the applicant’s investment. However, Hungarian merger control does not provide specific rules on carving out the Hungarian part of a transaction to enable closing in other jurisdictions ahead of the Hungarian approval. If the Hungarian transaction forms an integral part of the overall deal, the HCA would regard the transaction as a single concentration.

There is no strict deadline for the submission of the notification; however, a filing may only be made once one of the following events has occurred: the public call for tenders, the conclusion of the binding contract, or the acquisition of control rights. The notification may also be submitted upon proof of the good-faith intention to reach agreement.

Pursuant to the mandatory standstill obligation, a notifiable concentration may not be implemented prior to clearance by the HCA. The HCA may impose fines in cases involving a breach of the standstill obligation.

No binding agreement is required prior to the notification. In line with the HCA’s practice, notification may be submitted on the basis of less formal legal instruments, such as a letter of intent, a memorandum of understanding or even based on a good-faith intention to reach agreement. However, in the absence of any such documents, the parties must demonstrate in another convincing manner that their intention is sufficiently firm and determined in its essential elements to allow for a meaningful competitive assessment.

Merger notifications are subject to an administrative service fee. At the time of filing the notification, an administrative service fee of HUF1.3 million must be paid by the undertaking submitting the notification. If a competition supervision procedure is initiated based on the notification, the fee of Phase I investigation amounts to HUF5 million, including the notification fee. If the proceeding extends into a Phase II investigation, the fee amounts to HUF21 million, which includes both the notification fee and the Phase I investigation fee.

Responsibility for filing rests with the undertakings involved in the concentration, as defined by the nature of the transaction. In the case of acquisitions, the obligation lies with the acquiring undertaking; in the case of a merger, with the directly participating entities; and in the establishment of a joint venture, with the founding undertakings jointly.

A merger notification must contain detailed information regarding the parties, their corporate groups, and the structure of the transaction. This includes a legal and economic description of the concentration, the relevant markets affected and an assessment of potential competitive effects. The parties are required to submit transaction documents and market studies.

Notifications must be filed in Hungarian, although the HCA may accept foreign-language annexes and can request certified translations where necessary.

The HCA may impose procedural fines for incomplete notification. The procedural fine may amount to between HUF 200,000 and 1% of the undertaking’s net turnover in the preceding financial year.

The HCA is empowered to impose fines and revoke previously granted clearance that is based on inaccurate or misleading information provided. The fine may amount to up to 15% of the undertaking’s net turnover in the financial year preceding the adoption of the decision imposing the fine.

The Hungarian merger control system operates in distinct procedural phases.

At the initial stage, the HCA decides within eight days whether to clear the concentration without investigation and issue a certificate of acknowledgment, or to initiate a Phase I investigation in the case of potential competition concerns.

If the HCA initiated investigations, the “Phase I” standard review period is 30 days, which can be extended by an additional 20 days.

More complex transactions may be subject to a “Phase 2” investigation, lasting up to four months, which can be extended by additional two months.

Any request for information issued by the HCA stops the clock, ie, suspends the statutory review period until the requested information is provided.

Pre-notification discussions between the notifying parties and the HCA are strongly encouraged, since the HCA aims to clarify the scope of information required and to facilitate a smoother and more efficient review process. The HCA recommends initiating pre‑notification discussions at least two weeks prior to filing. Information disclosed during pre-notification is treated confidentially and may only be used in connection with the notified transaction.

The HCA has the power to issue additional request for information (RFI), particularly in transactions raising potential competition concerns. RFIs automatically suspend the review process until the requested information is provided. The clock resumes on the day following the submission of the response. The frequency and scope of information requests largely depend on the complexity of the transaction and the clarity of the initial notification.

A simplified notification form is available for horizontal mergers with combined market shares below 20% and vertical mergers below 30%. In practice, this means that the market effects-related questions of the notification form do not need to be answered. Concentrations that do not raise competition concerns are generally approved in an eight‑day expedited procedure.

A super-simplified notification form is available if one of these applies:

• there are no overlapping or related markets affected by the transaction;
• it concerns the creation of a full-function joint venture that can be shown not to have any meaningful market activity in Hungary within the foreseeable future, generally within three years;
• it involves acquiring joint control over a company whose net turnover, calculated under the Competition Act, does not exceed HUF150 million (approximately EUR380,000), and there is no realistic risk of harmful co-ordination between the founders or acquiring parties; or
• it results in fewer joint controllers or converts joint control into sole control.

The substantive test applied by the HCA focuses on whether a concentration is likely to reduce competition significantly in the relevant market, in particular through the creation or strengthening of a dominant position.

A concentration is assessed by balancing its competitive benefits and potential adverse effects, considering:

• the structure of the relevant markets, the existing or potential competition, the purchase and sales opportunities, the costs and risks, the barriers to entry and exit, the foreseeable impact of concentration upon competition;
• the parties’ market positions, strategies and business conduct; and
• the impact on suppliers and trading partners.

The HCA determines the affected markets through a structured market‑definition analysis, the aim of which is to identify the set of products and geographic areas that exert sufficient competitive pressure on the parties’ products. The HCA examines:

• demand‑side substitutability – which products consumers would switch to in response to a small but significant non‑transitory price increase;
• geographic substitutability – from which geographic areas competing products can be supplied under similar competitive conditions;
• analyses based on supply-side information:
1. shock analyses: how a sudden change of a market‑relevant circumstance (eg, the appearance of a new product) has rearranged market conditions;
2. price‑trend analysis: the comparison of price movements of the initial products and the products identified as substitutes;
3. demand modelling: the nature of the relationship between the prices and the quantities sold of the different products;
4. customer surveys: assessing buyers’ reactions to real or hypothetical situations; buyers’ willingness to switch and consumer preferences. 

The assessment of concentrations affecting digital markets shall in particular cover the impact on innovation and competition stemming from the affected companies’ access to relevant competition data and from the financial influence, an advantage in the size of companies concerned, including their ability for the accumulation of data and the aggregation of data sets.

Regarding the substantive test, the HCA regularly relies on its own previous decisions in order to ensure consistency and legal certainty. The HCA frequently refers to the case law and practice of the European Commission, especially with regard to the market definition and the assessment of competitive effects.

The HCA examines a wide range of potential competition concerns, depending on the nature of the transactions and the structure of the affected markets. The HCA assesses:

• non-co-ordinated effects: market shares, the merger of competitors, customers’ other possibilities, barriers to entry, capacity restrictions of competitors and obstacles to their expansion, as well as the elimination of an important competitor;
• co-ordinated effects: degree of market concentration, the homogeneity of manufacturers and products, market transparency, specific characteristics of demand and the countervailing power of competitors;
• vertical effects: whether the company formed as a result of the transaction would have the ability and incentive to engage in anticompetitive conduct and whether such conduct would have harmful effects on downstream markets and consumers;
• portfolio effects; and
• elimination of potential competition.

The HCA may consider economic efficiencies, but they do not constitute an independent ground for clearance. A concentration would be prohibited if it would significantly impede competition, particularly through the creation or strengthening of a dominant position. However, the HCA may approve a transaction subject to conditions or obligations where the competitive harm can be remedied, while efficiency gains and consumer benefits are preserved.

The HCA may consider competition-related issues only in merger control proceedings. Non-competition issues such as industrial policy, national security, employment, environmental or other general public-interest objectives fall outside the scope of Hungarian merger control. This is further supported by the fact that concentrations declared by the government to be of public interest are exempt from the notification requirement. The government has classified concentrations in sectors such as media, energy, banking and tobacco distribution as being of national strategic importance, and therefore the HCA was not able to review them. However, this does not mean that the transaction could not be examined by the European Commission if it meets the thresholds under the European Union Merger Regulation (EUMR).

The Hungarian FDI screening regimes are entirely separate from merger control, which is not part of the Hungarian Competition Act and is outside the competence of the HCA.

There are two parallel FDI screening regimes currently in force:

• the General FDI Regime administered by the Minister’s Cabinet Office; and
• the Special FDI Regime introduced in connection with the state of emergency and now permanently incorporated into Hungarian law administered by the Minister of National Economy.

Mandatory filings may be required under the Hungarian FDI regimes if certain criteria are met, including:

• the identity of the investor (EU/non-EU and ownership structure);
• the sector of the Hungarian target company (strategic or sensitive sectors);
• the type of transaction (eg, acquisition of shareholding, control, asset acquisition, capital increase); and
• applicable ownership or value thresholds.

Hungary does not have a separate national foreign subsidies' control regime comparable to merger control. Issues relating to foreign subsidies are addressed at EU level under Regulation (EU) 2022/2560 (Foreign Subsidies Regulation) and are enforced by the European Commission, not by Hungarian authorities. Therefore, there are no national filing obligations for foreign subsidies, as it should be submitted directly to the Commission.

Joint ventures are subject to specific substantive considerations in Hungary. The HCA examines potential competitive co-ordination risks between the parent companies.

If the purpose or effect of setting up a joint venture is to introduce concerted practices among the group of companies, the concentration must be assessed under the stricter cartel exemption criteria.

In addition to assessing overlaps between the activities of the parent companies and their market shares, the HCA examines whether the joint venture may facilitate co-ordination between the parent companies beyond the scope of the joint venture itself. It includes the assessment of the intensity and nature of the relationship between the parent companies, including personal links, the governance structure, the operational mechanisms and internal safeguards of the undertakings concerned.

In the competition supervision procedure, the Competition Council of the HCA may:

• determine that the concentration does not significantly reduce competition in the relevant market, in which case the concentration may be implemented; or
• make the implementation of the concentration subject to conditions or obligations, either prior to or following its implementation; or
• prohibit the concentration, where the significant impediment to competition cannot be remedied.

When the HCA identifies concerns about a concentration, the parties may negotiate remedies, including both structural and behavioural commitments. Parties may propose remedies proactively and they may do so as early as the pre‑notification phase.

The HCA’s practice shows a clear preference for structural remedies, particularly divestitures, such as the sale of business units or assets, or termination of control over an indirect participant. The HCA also relies on behavioural remedies to address essential facility concerns. Typical measures include the separation of activities, as well as commitments relating to price or quality.

Remedies are not required to address non‑competition issues, as they must be directly linked to resolve the competition concerns identified by the HCA.

To be considered acceptable, remedies must meet a clear legal and substantive standard. Their primary purpose is to eliminate the competition concerns arising from the concentration, while requiring the parties to give up only those benefits that are strictly necessary to preserve effective competition. The HCA aims to accept remedies that are proportionate to the competitive harm and that eliminate the concern promptly, effectively and on a lasting basis. For a remedy to be accepted, it must be precise, unambiguous, internally consistent, and capable of being monitored. Commitments that merely promise general compliance with competition law are not regarded as sufficient or capable of safeguarding effective competition.

The parties may offer remedies as early as pre‑notification, but the HCA accepts pre‑fact‑finding commitments only when the competitive concern is clearly identifiable and the remedy clearly resolves it. The HCA may also accept remedies before establishing that the issue would justify prohibition, provided there is some evidence of the concern, the remedy creates no other competitive risks, and no further information is needed for a lawful decision.

The authority cannot impose remedies on its own initiative, nor can it require commitments that the parties have not agreed to. Remedies may only be accepted if they are offered by the notifying party. Without such voluntary commitments, the authority cannot assume that a condition or commitments would resolve the competition concern effectively. If the parties and the HCA cannot agree on a remedy that would eliminate the competitive harm, the HCA must prohibit the transaction.

The procedural steps with respect to remedies follows a structured sequence. The HCA first identifies the competition concerns arising from the notified concentration. The parties may then propose remedies aimed at addressing these issues, which the authority evaluates. If the commitments address the concerns adequately, the HCA issues a conditional clearance; if they do not, the authority may ultimately prohibit the transaction.

Structural remedies such as divestitures may be imposed as pre‑closing conditions, in which case the transaction cannot be completed until the divestiture is carried out, or post‑closing conditions, allowing completion but requiring compliance by a set deadline.

For a divestiture to be acceptable, the divested business must be a viable, standalone unit, and the buyer must be independent and capable of providing effective, long‑term competitive pressure. If an appropriate buyer is already known and meets these criteria before the HCA adopts its decision, the authority may approve the transaction with the designated buyer. Otherwise, the decision sets out the procedure for the HCA’s subsequent approval of the buyer proposed by the parties, and the HCA grants a maximum six-month period for completing the post‑closing divestitures.

The HCA may appoint a monitoring trustee to supervise implementation.

In the event of non‑compliance, the HCA may order the unwinding of the concentration, impose any other measure necessary to achieve this outcome, enforce compliance with the outstanding commitments or impose a fine.

The HCA issues a formal decision either clearing or prohibiting the transaction.

A non‑confidential version of the decision is published on the HCA’s website.

The HCA reviews foreign‑to‑foreign transactions whenever the Hungarian turnover thresholds are met.

The HCA does not examine during a merger review whether any restrictions included in the transaction agreement are necessary for the merger and therefore qualify as ancillary restraints. This assessment must be made by the undertakings concerned themselves, based on the guidance of the HCA. The HCA will provide formal guidance on ancillary restraints only where existing case law does not offer sufficient direction. In such cases, to reduce interpretative uncertainty, the HCA may, in its decision, give the parties guidance on whether the restriction of competition in question qualifies as ancillary.

However, the merger clearance decision does not preclude the HCA from examining, in a separate procedure, whether the restrictive agreements in question are ancillary to the concentration.

The HCA may consider it necessary during Phase I procedure to obtain additional information from third parties on issues such as the size of the relevant markets or to request data from other authorities (such as the Hungarian Central Statistical Office).

The HCA may assess the suitability and enforceability of proposed conditions or commitments by consulting relevant market participants. To obtain such feedback, the case handler may initiate a hearing for this purpose, or the Competition Council may also publish the proposed conditions or commitments on the HCA’s website, inviting comments from any interested party within 20 days.

While the notification submitted to HCA remains confidential and will not be published, certain limited information becomes publicly available.

The HCA only discloses the case number, the direct participants, the date of the complete filing and a brief summary provided by the notifier.

Access to the case file itself is restricted, as only parties to the proceedings (such as the notifying party or the target) may review the non‑confidential version of the documents. The HCA may also permit third parties to review the non‑confidential case file, but only after the case has been closed.

The HCA engages in international co-operation at several levels, including EU co-operation through the European Competition Network (ECN), the OECD Competition Committee, the International Competition Network (ICN) and bilateral co-operation agreements with various national agencies. This co-operation covers policy matters and enforcement practices.

The HCA has no authority to review mergers on the basis of referrals from competition authorities from other jurisdictions, with the sole exception of cases referred by the European Commission. Under the EUMR, the Commission may transfer a case to the HCA, enabling the Hungarian authority to examine the transaction, even if the domestic notification thresholds are not met. The HCA itself cannot transfer merger cases to any other competition authority either, with the sole exception of referring a merger case to the Commission.

The parties to a concentration may seek judicial review of the HCA’s decision, yet it is not common that they do so. This usually occurs when the merger is prohibited, but parties can also challenge fines and other decisions taken during the merger review process.

The decision of the HCA may be reviewed by the court. The claim shall be submitted within 30 days of the conveyance of the HCA’s decision.

Third parties (eg, competitors, suppliers, customers) may appeal a clearance decision only if they can demonstrate a direct and individual consequence of the decision. In practice, it is difficult for third parties to demonstrate the required direct and individual interest.

Hungary currently has two parallel foreign direct investment (FDI) regimes in place. Under the Hungarian FDI regimes, separate filings are required independently of merger control, including in cases where merger control does not apply at all. Notifications must be submitted either to the Prime Minister’s Cabinet Office under the general FDI regime or to the Minister of National Economy under the special FDI regime, depending on which regime is applicable.

FDI screening can apply to minority acquisitions, EU investors in certain cases, asset deals, intra-group restructurings, and changes in business activities of existing Hungarian companies, provided the statutory criteria are met. Transactions subject to FDI screening may not be implemented prior to governmental acknowledgment or approval.

By contrast, foreign subsidies are not governed by Hungarian legislation requiring national filings. Any such obligations arise solely under EU law and are handled at EU level.