The following companies may be formed in Hungary.

• An unlimited partnership (közkereseti társaság – Kkt) is a company consisting of at least two members, whose liability is unlimited and joint and several for the debts of the company. There is no minimum registered capital requirement.
• A limited partnership (betéti társaság – Bt) is a company consisting of at least two members. At least one member’s liability is unlimited (and joint and several with other unlimited members) for the debts of the company, while at least one other member’s liability is limited to the amount of that member’s capital contribution. A Bt has no minimum registered capital requirement.
• A limited liability company (korlátolt felelősségű társaság – Kft) is a company consisting of one or more members, whose interests in the Kft are represented in the form of business quotas (shares) corresponding to their capital contribution to the company’s registered capital, and expressed as a percentage of the registered capital. The liability of the members is limited to their capital contributions. The minimum registered capital required in respect of a Kft is HUF3 million.
• A private company limited by shares (zártkörűen működő részvénytársaság – Zrt) is a company with one or more shareholders, who subscribed to the shares issued in a predetermined number and nominal value. The members’ participation interests take the form of shares; the liability of the shareholders is limited to the provision of their capital contribution (the issue value of their shares). The shares of a Zrt cannot be offered to the public. The minimum registered capital requirement of a Zrt is HUF5 million.
• A public company limited by shares (nyilvánosan működő részvénytársaság – Nyrt) is a company in which shares representing the company’s registered capital are offered and traded publicly. The minimum registered capital requirement of a Nyrt is HUF20 million.

Most companies are founded in the form of Kfts and Zrts. This chapter will focus on the regulation of Kfts, Zrts and Nyrts, due to the fact that unlimited and limited partnerships are economically less significant.

Both natural and legal persons, either Hungarian or foreign, may be members of companies.

However, a natural person can be a member with unlimited liability in only one company at a time (meaning, in practice, membership in a Kkt or a Bt). A person under 18 years of age may not be a member with unlimited liability, and a Kkt or a Bt may not be members with unlimited liability in another Kkt or Bt. A person may also be restricted from being a member of a company (except for holding shares in a Nyrt) by the court, due to a criminal punishment.

A person becomes a shareholder by acquiring shares in a company by way of establishing a new company, or by acquiring shares or subscribing to new shares in an existing company. Membership of a company is constituted by the acquisition of shares in the company. In Kfts, shareholders’ rights can be exercised after the company has been notified of such an acquisition; the registration by the director in the members’ list is not necessary for this purpose. However, in the case of Nyrts and Zrts, registry in the book of shares is necessary in order to exercise shareholders’ rights.

Most companies that foreign investors take part in operate in the form of a Kft or a Zrt. Unlimited and limited partnerships are, in general, economically less significant.

Screening of Foreign Investors

Measures for screening foreign investments were introduced in Hungary in January 2019. Under the relevant act (which is in force as at the end of August 2025), ministerial approval is necessary if:

• the investor qualifies as a foreign investor;
• the relevant transaction relates to certain specific strategic sectors defined by the law; and
• the relevant transaction qualifies as a triggering event.

These rules are relevant for natural or legal persons acting as direct or indirect investors (the latter means holding a majority control in the investing company), who are registered or are resident outside the European Economic Area or Switzerland.

The law is only applicable if the current or planned activities of the Hungarian target company relate to certain strategic sectors as listed by the law. These include activities typically relevant to national security (eg, defence, dual-use products, cryptography and wire-tapping products) or government IT services, as well as key services in the financial, energy and telecoms sectors.

The law is applicable if any of the following triggering events occur.

• If in an existing Hungarian company:
1. a foreign investor acquires a direct or indirect participation interest exceeding 25% (10% in the case of Nyrts), either solely or together with other foreign investors;
2. a foreign investor acquires a dominant influence as defined by the Hungarian civil law, either solely or together with other foreign investors; or
3. a foreign investor whose ownership share already exceeds 25% wishes to extend the scope of activities of the company to the listed strategic activities.
• If a foreign investor establishes a new Hungarian company, in which the participation interest of the foreign investor would exceed 25% (10% for Nyrts).
• If a foreign investor registers a branch office in Hungary for the purpose of carrying out the listed strategic activities.

The minister shall be notified before the implementation of such transactions and is entitled to block such a transaction if it “harms Hungary’s security interests”. This blocking decision may not be challenged before the Hungarian courts on substantive grounds (ie, questioning whether the transaction indeed has “harming” effects); it can only be challenged on the grounds of a serious procedural breach.

Beyond the above, under another legal regime (which is in force as at the end of August 2025), ministerial approval is also necessary if:

• the investor qualifies as a foreign investor;
• the relevant transaction relates to certain specific strategic sectors defined by the law; and
• the relevant transaction qualifies as a triggering event.

These rules are primarily relevant for natural or legal persons acting as direct or indirect investors (the latter means holding a majority control in the investing company), who are registered or are resident outside the European Economic Area or Switzerland. In certain events, the rules are also relevant for natural or legal persons registered or resident in the European Economic Area or Switzerland.

This regime is applicable if the current activities of the Hungarian target company relate to certain strategic sectors as listed by the relevant law, including energy, traffic, communications, critical infrastructure, critical technologies and dual-use items, supply of critical inputs, access to sensitive information, and freedom and pluralism of the media.

The law is applicable if in an existing Hungarian strategic Kft or Zrt or Nyrt or an institute of higher education, as a result of any transfer of shareholding, capital increase, transformation, merger, demerger, issuance of convertible or subscription bonds, or granting a usufruct right:

• a foreign investor who is registered or is resident outside the European Economic Area or Switzerland directly or indirectly acquires –
1. at least a 5% shareholding (or 3% in a Nyrt), provided that the total value of the investment reaches or exceeds HUF350 million (approximately EUR875,000); or
2. a 10%, 20% or 50% shareholding; or
3. a shareholding (except in a Nyrt) with the result that the total shareholdings of foreign investors exceed 25%; or
• a foreign investor who is registered or is resident within the European Economic Area or Switzerland directly or indirectly acquires a shareholding that qualifies as a direct or indirect majority interest under Hungarian civil law, provided that the total value of the investment reaches or exceeds HUF350 million (approximately EUR875,000).

The transaction may not become effective unless the relevant ministerial procedure is conducted. The minister shall be notified of the transaction, and is entitled to block such a transaction if it may harm or jeopardise Hungary’s national interests, public security and order. The blocking decision may be challenged before the Hungarian courts on substantive or procedural grounds.

Regulation of Kfts

In Kfts, members have business quotas, which usually correspond to their capital contribution. Generally, all members are entitled to the same rights and obligations, which are usually proportionate to their quotas. However, members may deviate from this general rule in the articles of association and are free to set out their rights and obligations as they see fit by mutual consent, with a few restrictions provided by the law. For further details, see Main Rights Common to All Shareholders, below.

Regulation of Zrts

In Zrts, various types of shares may be issued, as follows:

• ordinary shares to which all main shareholders’ rights pertain; and
• preference shares that give certain advantages over other shares and may include different classes according to the shareholders’ rights to which the preference pertains. Preference may relate to dividends, liquidated assets, voting rights, the appointment of board or supervisory board members, pre-emption rights, or other as specified and set out in detail in the articles of association.

Shares may be printed or issued in dematerialised forms.

Regulation of Nyrts

The regulations pertaining to the Zrt apply with some restrictions as follows: unlike the Zrt, in a Nyrt it is not permissible to issue preference shares relating to appointment of members of the board of directors or supervisory board and pre-emption rights, and further restrictions apply to priority voting rights.

If any of these types of shares have been issued in a Zrt that wishes to enter the stock market and thereby become a Nyrt, such shares must be converted to ordinary shares or to the types of preferential shares that may be issued by a Nyrt.

Primary Sources of Law and Regulation

The primary sources of law and regulation relevant to shareholders’ rights are:

• the Civil Code (the general source of corporate law);
• the Act on Public Company Information;
• the Company Registration and Winding-up Procedure Act (mainly prescribing the registration of companies and their voluntary dissolution);
• the Bankruptcy Act (setting out the rules on liquidation);
• the Accounting Act (determining the accounting rules);
• the Act on Screening of Foreign Investments; and
• the Capital Market Act for public companies (Nyrt).

Main Rights Common to All Shareholders

The main rights common to all shareholders are:

• participation in the decision-making of the company relating to essential business and personal matters via the shareholders’ meeting (voting rights);
• the right to access information relating to the company; and
• dividend rights.

Shareholders’ rights are usually proportionate to the volume of their stake in the company.

Deviation From Main Rights Common to All Shareholders

Hungarian regulation provides significant freedom to shareholders in respect of the alteration of shareholders’ rights (as well as in relation to variations in the structure of a company pre-set by the law) in the articles of association. Rights can be altered to be disproportionate to the shareholders’ stake; certain rights can be decreased and priorities may be allowed in certain matters. Variations are widely allowed, unless:

• the law explicitly forbids it;
• the derogation from the law clearly violates the interests of the company’s creditors, employees or minority members; or
• it is likely to prevent effective legal supervision over the company.

For example, an explicit prohibition by the law is that no shareholder may be fully excluded from participation in the profits or the burden of losses in a company.

Minority Rights

Minority shareholders reaching the statutory threshold (usually holding at least 5% of the voting rights, or 1% of the votes in a Nyrt), separately or jointly, are vested with special shareholders’ rights, as follows.

• They may request that the director calls a shareholders’ meeting by indicating their reason and aim.
• They may request the appointment of an auditor to examine certain transactions of the company within the last two years.
• In special circumstances they may initiate a proceeding themselves in the name of the company to enforce a claim against certain officers of the company.
• They may propose new items to the agenda of the shareholders’ meeting, and the meeting shall discuss those agenda items.
• They may request the audit examination of a payment made by a Zrt from its equity to the shareholders.

If such rights are not respected, the minority shareholders may turn to court for a remedy.

Obligation of Qualified Shareholders to Purchase Shares

If a shareholder of a Kft or Zrt – directly or indirectly – acquires more than three quarters of the votes, any minority shareholder of the company may request the shareholder who has the qualified majority to purchase the minority shareholder’s participation interest in the company at market value; such value may not be lower than the value these shares represent in the company’s equity.

Takeover Bids in Nyrts

It is possible to make takeover bids in Nyrts on a voluntary or obligatory basis. An obligatory takeover bid shall be made by the acquirer or acquirers prior to:

• acquiring a shareholding that will result in the acquirer holding at least a 25% influence – as defined by the law – in a Nyrt, if no other shareholder holds more than a 10% influence in the company; and
• acquiring a shareholding that will result in the acquirer holding an influence of more than 33% in the company.

Within the takeover bid, the acquiring shareholder(s) shall make an offer to purchase the shares of all other shareholders. This offer shall be approved by the respective authority and sent to and then published by the board of directors.

The other shareholders are entitled to accept this purchase offer within the period set out by the offer within the statutory limits. The purchase price shall be determined according to the rules defined by the law.

For companies operating with unlimited liability for one or more members, such as the unlimited partnership (Kkt) and the limited partnership (Bt), no minimum share capital (registered capital) requirements apply.

For companies where the liability of members/shareholders is limited, the following minimum rules apply:

• the registered capital of a limited liability company (Kft) must not be less than HUF3 million;
• the registered capital of a private company limited by shares (Zrt) must be at least HUF5 million; and
• the registered capital of a public company limited by shares (Nyrt) must reach at least HUF20 million.

In general, companies must have two or more members. If a partnership (Kkt or Bt) remains with one member, the law allows a grace period for the company to introduce a new member or to transform into another company form; otherwise, the company must be terminated.

However, a limited liability company (Kft) or a private company limited by shares (Zrt) may be established or may, as a result of changes in the shareholders, continue to operate as a one-member company. In a one-member company special rules apply – eg, the single shareholder has the right to directly instruct the company’s management and, under certain circumstances, if the company terminates without a legal successor, the single member/shareholder will bear extended liability for the company’s uncovered debts.

Shareholders may be resident in Hungary or other jurisdictions. Residents of foreign jurisdictions shall mandate and register a Hungarian resident private person or entity to serve as a delivery agent, for receiving and forwarding to the foreign resident shareholder the official deliveries sent to it by the commercial court or other authorities in matters concerning the company’s operation.

For further regulations with respect to foreign shareholders, see 1.2 Types of Company Used by Foreign Investors.

It is common in Hungary to enter into shareholders’ agreements or joint venture agreements for private companies, especially where the shareholders have special drivers regarding the company, or where the shareholders want to set forth special rights or procedures regarding the operation of the company, which they do not necessarily want to disclose to the public.

A shareholders’ agreement is not disclosed to the public and is binding only between its participants. Any breach of the agreement may result in consequences set out therein (eg, payment of a penalty) or in a legal dispute between the parties; however, the breaching act still remains valid vis-à-vis third parties.

In order to render the rules of the shareholders’ agreement binding in relation to third persons, the contracting parties must include it in the company’s articles of association, which also renders such rules public knowledge. Therefore, the shareholders usually conclude a shareholders’ agreement and (to ensure the enforcement of such rules vis-à-vis third persons) incorporate its rules into the articles of association, to the extent deemed absolutely necessary and suitable to be made public.

Shareholders’ agreements or joint venture agreements usually regulate the entire scope of the company’s organisation and operation, and the exercising of rights in and with respect to the company. They often include additional arrangements on voting rights, board composition, decision-making procedures, and other corporate governance matters. Where such arrangements result in joint control or a change in control over the company, they may be subject to merger control review under Hungarian or EU competition law. Shareholders of a Nyrt acting in concert may also be subject to disclosure regulations under the capital market law.

Public Company Limited by Shares (Nyrt)

In a Nyrt, matters that fall within the competence of the shareholders’ meeting must be resolved at a meeting. Therefore, the company must hold an annual general meeting (AGM).

Usually, decisions are made at the AGM on the following matters:

• approval of the company’s annual report (financial statement) for the previous business year;
• distribution of profits and payment of dividends;
• decision on the remuneration policy;
• approval of the reports submitted by the company’s bodies; and
• any further relevant matters that need to be decided and that are the competence of the shareholders’ meeting – eg, modification of the company’s articles of association, increasing or decreasing the registered capital, or removing or appointing officers of the company.

The AGM must be called by publishing an invitation on the company’s website within the statutory deadline.

Private Company Limited by Shares (Zrt) and Limited Liability Company (Kft)

Private companies usually also hold an AGM where the decision on the distribution of the previous year’s profit is made, and other matters falling within the competence of the shareholders’ meeting may also be decided. However, for private companies the shareholders’ meeting may not necessarily be held in the form of a meeting, but the relevant decisions may be made by the shareholders in writing.

The meeting must be called by sending an invitation to the shareholders within the statutory deadline. However, if the notice period was not respected but all shareholders are present and all of them consent to holding the meeting, the meeting can be held and resolutions may be made.

The notice to be given for general meetings other than AGMs is the same as for AGMs (see 2.1 Types of Meeting, Notice and Calling a Meeting).

However, for a public company limited by shares (Nyrt), unlike the AGM, the notice period may be shortened if a shareholders’ meeting is called in relation to special matters, such as a public bid regarding the company’s shares, or in the case of a successful public bid.

The notice period may be shortened for a private company limited by shares (Zrt) or a limited liability company (Kft), as described in 2.1 Types of Meeting, Notice and Calling a Meeting.

Person Responsible for Calling a Meeting

Generally, the directors are responsible for calling a shareholders’ meeting.

Shareholders may require the management to call a shareholders’ meeting, provided that those shareholders hold a certain percentage of the votes in the company’s shareholders’ meeting (5% in private companies and 1% in public companies). The shareholders need to indicate the reason and objective for the meeting in their request. If the management fails to call the meeting in due course, upon request of the relevant shareholders the commercial court will call the meeting or authorise the relevant shareholders to call the meeting.

Invitation and Agenda

The director shall call the meeting by sending out an invitation, including the date and place of the meeting, as well as its agenda. The agenda shall include sufficient detail to enable the shareholders to formulate an opinion on the subjects to be discussed.

In addition, in Nyrts the wording of the proposed resolutions and the original and whole documents to be disclosed to the shareholders’ meeting, as well as the reports of the supervisory board on the respective matters and documents underlying the agenda items, shall be accessible to the shareholders before the meeting. Simultaneous to the publishing of these, the documents related to the meeting must be sent electronically to those shareholders who had requested them.

Proposing New Agenda Items

In general, the agenda items are set forth in the invitation sent by the directors when calling the shareholders’ meeting.

Shareholders holding a stake that reaches the statutory threshold may propose new items to the agenda, provided that such proposals include sufficient detail to enable the other shareholders to formulate an opinion on the matter.

In general, all shareholders are entitled to receive notice of a general meeting. The method for communicating such notice and the related information may vary depending on the form of company: see 2.1 Types of Meeting, Notice and Calling a Meeting and 2.2 Notice of Shareholders’ Meetings.

In addition to the information communicated to them in the notice/invitation for the meeting, shareholders of a company limited by shares (a Zrt or a Nyrt) may request further information from the management on the agenda items before the shareholders’ meeting, which the management shall provide.

Shareholders have further rights to obtain information from and regarding the company, including by inspecting the company registers.

General Rules

Companies shall publish their annual financial reports to the public.

Beyond that, if required by any shareholder, regardless of the amount of their participation interest, the director shall provide the shareholder with information regarding the operations of the company and allow access to the books and documents of the company. The director may request a written non-disclosure agreement before giving this information or providing access, but has very limited room to refuse to provide information and/or access.

Further Disclosure Requirements in Respect of Nyrts

Generally, public companies limited by shares (Nyrts) shall disclose essential details to the public on a regular basis regarding their financial position and the general course of their business, via publishing a half-yearly report and an annual report.

Nyrts shall also provide extraordinary disclosure of information to the public without delay or within the following business day regarding any information that concerns the value or yield of their securities issue, directly or indirectly, and which may have any bearing on the reputation of the issuer. Nyrts shall also notify the public according to the above, if they receive notice from any shareholder on their acquisition of a certain participation interest (see 3.4 Disclosure of Interests).

Shareholders’ Meeting

The shareholders’ meeting often makes its resolutions at a session – ie, a physical meeting of the shareholders. However, in most cases it is also possible to resolve on issues in writing, or to hold a virtual meeting (see below); this option was frequently used during the COVID-19 pandemic. Generally, both options are allowed if they are included in the articles of association.

Resolution in Writing

A resolution in writing may be initiated by the directors by sending the draft of the resolution to the shareholders. They shall be given at least eight days from the time of receipt to send their vote to the management, either via post, mail or electronically (for the latter, see details below). The general rules of quorum and voting majorities apply. The directors determine the outcome of the voting and convey the results to the shareholders within the statutory deadline.

Virtual Meetings

Shareholders can also hold a virtual shareholders’ meeting by means of electronic communication instead of attending in person, if the articles of association duly regulate this option.

The rules of a virtual meeting are set out in detail by the law on Zrts and Nyrts. The rules include that the shareholders may decide whether they wish to participate in person or virtually, and that they shall indicate their decision to the management five days in advance. No virtual meeting may be held if shareholders holding at least 5% of the voting rights object.

Electronic Communication

Shareholders may communicate with the company, and the company may communicate with the shareholders via email if such is incorporated into the articles of association.

Quorum

Generally, a quorum is present when more than one half of the total votes are present or represented. All members and shareholders are entitled to vote, with some exceptions as defined in the Civil Code: for example, the company is not allowed to vote in respect of its own shares, nor are shareholders who are affected by the given resolution, and those shall not be calculated when establishing the quorum for the relevant decision. In Zrts and Nyrts, voting rights may not be attached to certain types or classes of shares. Naturally, in the articles of association, the shareholders may specify stricter rules for a shareholders’ meeting to have a quorum for certain matters. Quorum requirements may also include the presence of a certain shareholder.

If no quorum exists, a new (repeated) shareholders’ meeting shall be held within the statutory deadline, which shall have quorum with regard to the original agenda items (unless otherwise regulated in the articles of association), regardless of the number of votes present. The place and date of the new (repeated) shareholders’ meeting shall be indicated in the original invitation.

Majority Requirements

As a general rule, decisions pertaining to the company require a simple majority of the shareholders (50% of the votes + one vote). According to the law, significant decisions (eg, changing the company form, termination of the company, capital increase of the company, modification of the company’s articles of association) require a qualified majority of three quarters of the shareholders present. Nevertheless, the company’s articles of association may specify other matters that require a qualified majority of three quarters of the votes.

Shareholders’ Proposals

Shareholders have the right to require that a specific issue be considered or a specific proposal for resolution be put forward at a shareholders’ meeting. Shareholders may propose items to the agenda (see 2.3 Procedure and Criteria for Calling a General Meeting).

In terms of majority, the shareholders’ meeting can adopt different types of resolutions. Most decisions may be made with a simple majority, but certain crucial matters may be decided only with a qualified majority of the votes, as provided by the law or the articles of association. The articles of association may also specify other various thresholds, but such thresholds may not be lower than those set forth by the law on the relevant matter.

See 2.6 Quorum, Voting Requirements and Proposal of Resolutions for more detail on this point.

Decision-Making Levels

Decisions relating to the company are resolved at two levels. The shareholders decide essential strategic, business and personal matters via the shareholders’ meeting. The management decides on all matters not specifically referred to the competence of the shareholders. Operative decisions are usually made by the management.

Further corporate positions or bodies may also be created at a company, to which certain powers of the shareholders’ meeting and/or of the management may be delegated.

The shareholders are not entitled to instruct the management nor to limit the management’s competence on an ad hoc basis: the management’s competence may only be limited by setting out any such limitation in the articles of association. This rule does not apply if the company is owned by a sole shareholder, because the sole shareholder is entitled to instruct the management on any matter.

Matters Requiring Approval

Besides the list set out in 1.3 Types or Classes of Shares and General Shareholders’ Rights, the following matters also require shareholders’ approval:

• merger and demerger;
• termination of the company;
• increase or decrease of registered capital;
• modifying the company’s articles of association;
• acquisition of shares in the company by a third person (if applicable), purchasing the shares in the company to be offered to a third person or designating another third person to purchase (if applicable);
• appointment and dismissal of the management, the auditor and the members of the supervisory board (if applicable); and
• prior approval of contracts concluded by the company and its officers or their relatives.

The articles of association may also determine further operative issues or management competences, for which the pre-approval of the shareholders’ meeting is necessary.

Special Approval Matters

If a Kft’s shareholder wishes to transfer its share to two or more separate persons or if it wishes to retain a part of its share, that share needs to be divided (for further details, see 3.2 Share Transfers).

In Nyrts and Zrts, rights attached to a certain series of shares may be detrimentally altered only if the shareholders who hold shares in the given series specifically consent to the change. This approval is also necessary if a capital increase in the company would affect the rights attached to certain shares.

Further Requirements Set Out by the Shareholders’ Agreement

A shareholders’ agreement may also set out that a certain majority is necessary for rendering a decision, or an investor might veto a certain decision without incorporating that requirement into the articles. In this case, the contracting parties shall comply with any such requirements under the contract, and failure to do so will be a breach of contract. However, unless those requirements are incorporated in the company’s articles of association, these breaching decisions are still valid under corporate law.

Acting Personally or Via a Representative/Proxy

Shareholders may exercise their voting rights if their shareholder capacity is certified as specifically provided for regarding the relevant company form – eg, in companies limited by shares, shareholders may vote at the shareholders’ meeting once they have been entered into the book of shareholders or they possess the relevant certificates of shares.

Shareholders may vote personally, provided that they certify their identity, or through an authorised representative. A representative may be authorised in writing with the statutory formalities to act on behalf of the shareholder. Members of the supervisory board, directors and the auditor of the company may not act as representatives.

Methods for Casting Votes

Voting may be conducted by a show of hands, verbally, polls, email, etc. If voting is made in writing, votes may also be cast via postal mail, courier or email. However, voting is always conducted in accordance with the type of meeting or voting, and as allowed by the articles of association. For further details, see 2.5 Format of Meeting.

In general, the number of a shareholder’s votes are proportionate to the shareholder’s shareholding (ie, its participation in the company’s registered capital). However, the articles of association may provide that certain shareholders have more votes than would be justified by their shareholding, or certain shares embody more votes than would be justified by their face value, either generally or with respect to certain matters. Shareholders may even have veto rights on certain issues or may be vested with the number of votes that grants the right to decide certain matters alone. Weighted voting rights are restricted in a public company limited by shares, as explained in 1.3 Types or Classes of Shares and General Shareholders’ Rights.

Shareholders have the right to require that a specific issue be considered at a shareholders’ meeting. They may request that a certain item be added to the agenda of the meeting called to decide other matters, and may even request that a meeting be called to decide a given matter, as explained in detail in 2.3 Procedure and Criteria for Calling a General Meeting.

In addition, in order to protect minority shareholders’ rights, in certain statutory cases, and if a proposal made by the shareholders representing a statutory minority stake in the company was not admitted to the agenda or the proposal was admitted but rejected by the meeting, the proposing shareholders may act themselves or may have the commercial court act accordingly, as applicable.

All shareholders may challenge the validity of a resolution of the shareholders’ meeting before court within the statutory deadline, if the resolution violates the law or the articles of association (provided that the challenging shareholder did not approve the given resolution with its vote).

Contesting a resolution before court will not automatically suspend enforcement/implementation of the resolution, but the court may suspend the implementation of the contested resolution if the contesting shareholder so requests.

If the court finds that the resolution indeed violates the law or the articles of association, it will declare the resolution null and void.

Concerted shareholder action is less common in Hungary than in some other jurisdictions, but it is legally recognised and increasingly relevant in practice. Co-operation among shareholders may take the form of informal alliances or formal agreements (see 1.4 Variation of Shareholders’ Rights, 1.7 Shareholders’ Agreements/Joint Venture Agreements and 1.8 Typical Provisions in Shareholders’ Agreements/Joint Venture Agreements).

Such co-ordination is subject to a regulatory framework and may also trigger disclosure obligations – eg, notification to or clearance by competition authorities, or mandatory takeover bids in the case of public companies (Nyrts). (See 1.4 Variation of Shareholders’ Rights and 3.4 Disclosure of Interests for details of takeover bids in Nyrts.) In some cases, shareholders acting in concert may also jointly qualify as ultimate beneficial owners (UBOs), even if the individual shareholders alone do not reach the statutory control threshold. This can trigger anti-money laundering-related disclosure obligations and may affect a company’s UBO reporting under Hungarian law.

Holding shares through a nominee is not common practice in Hungary, but it is a recognised and regulated option for companies limited by shares (whether Zrt or Nyrt). Nominee services may only be provided by entities authorised under financial regulations. The nominee may be registered in the shareholders’ register in place of the actual shareholder, without disclosing the actual shareholder in the register.

Shareholders’ rights – including voting and dividend rights – are exercised by the nominee in its own name but for the benefit of the underlying shareholder. However, the nominee must disclose the identity of the beneficial owner upon request by the company or competent authorities. As an exception, where a shareholding is subject to prior regulatory approval (eg, in regulated sectors), both the nominee and the actual shareholder must be registered. Additional disclosure obligations may also arise in connection with anti-money laundering rules and beneficial ownership transparency requirements.

The shareholders of a company may usually pass a written resolution without holding a meeting, provided that the articles of association allow written resolutions.

The quorum and thresholds for passing a resolution are the same as for passing resolutions at a meeting. A quorum is deemed to be reached if at least the same number of shareholders send their votes to the company as the number of shareholders required to be present for a quorum in case of a meeting.

Written resolutions are proposed by the management, and the proposal is sent to the shareholders with a warning to cast their votes in writing within the relevant deadline. Shareholders may cast their votes in writing, including electronic mail if the articles of association so provide. The management shall then establish the results and announce them to the shareholders.

Shares in a Zrt and quotas in a Kft are always issued privately, while shares in a Nyrt may be issued publicly.

In general, shares (in a Zrt or Nyrt) or quotas (in a Kft) can be issued either at the time of incorporation or subsequently, as a result of a capital increase. (For further information on shares, see 1.3 Types or Classes of Shares and General Shareholders’ Rights.)

When new shares/quotas are issued through a capital increase, the consideration of the new shares/quotas may be provided by existing shareholders or third parties, either in cash or in kind, as set forth in the resolution on the capital increase. In such cases, persons who already hold a stake in the company typically have pre-emption (priority subscription) rights.

Alternatively, the consideration for new shares/quotas may be covered from the company’s capital reserves. In this case, the new shares/quotas are allocated to current shareholders, usually in proportion to their existing holdings.

If newly issued shares/quotas are subscribed by, or allocated to, the existing shareholders, subscription or allocation is usually proportionate to their shareholdings at the time of issuance. However, such rights may also be subject to different priority rules, as set out in the articles of association.

Shares in Kfts and Zrts are not publicly offered, while in Nyrts they are sold over the stock market.

Shares (quotas) in a Kft can be transferred by a written transfer agreement.

Shares in a Zrt can be transferred via endorsement in case of printed shares or transfer between securities accounts in case of dematerialised shares. Nyrts can issue only dematerialised shares, which, similarly, can be transferred via a transfer between securities accounts.

The share transfer must be reported to the company’s management for registering in the shareholders’ register. The new shareholder will be able to exercise its rights vis-à-vis the company after it is registered in the shareholders’ register, or shows the duly endorsed printed share.

Transfer Restrictions

Share transfers are restricted by the law and can be limited further in the articles of association. Most often, restrictions concern transfer of shares to third parties (persons who are not shareholders), but the articles of association may also contain transfer restrictions between shareholders.

Restrictions are common in private companies. Usual restrictions are the following.

• The shares can only be transferred via sale and purchase.
• In case of selling a Kft’s quota to third parties, the other shareholders, the company and a third person designated by the company’s shareholders’ meeting – in this order – have a pre-emption right. The other shareholders are entitled to exercise their pre-emption right in proportion to their existing participation interest in the company.
• The transfer of shares to a third person must first be approved by the company via the shareholders’ meeting.
• If a shareholder wishes to transfer its share to two or more separate persons, or if it wishes to retain a part of its share and transfer another part, that share needs to be divided by the shareholders’ meeting.
• Certain shareholders may have pre-emption rights even if the shares are transferred to another shareholder (and not to a third party).

In these matters, if the decision of the shareholders’ meeting is required, the transferring shareholder usually cannot vote due to conflict of interest rules. Therefore, unless conflict of interest rules are excluded in the articles of association, the other (non-transferring and non-dividing) shareholders actually allow or reject the transfer.

Restrictions on the transfer of shares beyond statutory limitations must be provided for in the articles of association and indicated in the list of shareholders in order to be enforceable vis-à-vis the company and third parties.

Special rules apply to the transfer of shares in a Zrt or Nyrt, where transfer restrictions shall apply in dealings with third parties if the restriction, including the details, is clearly indicated in the printed share, or in the securities account in the case of dematerialised shares.

Shareholders may grant securities over their shareholdings in the articles of association or under a separate agreement. Securities granted in the articles of association and/or registered in the company registry are public, while securities established in a separate agreement and not registered in the company register are not necessarily made public.

In limited liability companies (Kft), a pledge over a shareholding is usually registered in the trade register and is thus public information. In addition, securities granted over shareholdings may be registered in the company’s members’ list, and for certain types of securities in the securities register (both publicly available). However, the parties may also choose that securities not be registered and made public. If a security is made public, it is usually deemed valid vis-à-vis third persons and the company.

For companies limited by shares (Zrt or Nyrt), securities (eg, pre-emption rights, redemption rights or purchase options) are only valid vis-à-vis the company or third parties if they are clearly indicated in the printed share, or in the securities account in the case of dematerialised shares.

The form of the company determines whether and at what ownership level the shareholders’ interest shall be disclosed.

Rules on Kfts

In Kfts, the online and publicly accessible company register indicates all shareholders, regardless of their ownership level. The change of ownership shall be registered and publicly disclosed. The percentage of ownership is indicated in the members’ list and may be indicated in the articles, which are also publicly available electronically.

Rules on Zrts and Nyrts

In Zrts and Nyrts, shareholders are generally not disclosed in the company register. Nevertheless, shareholders holding more than 50% or at least 75% of the votes are publicly disclosed and registered as having a voting right in the company after acquiring this portion of interest.

Also, the book of shares includes all shareholders exercising shareholders’ rights in the company. This, in turn, is publicly accessible and may be inspected by any third person at the registered seat of the company.

In Nyrts, special disclosure obligations apply: shareholders of a Nyrt shall notify the company, as well as the Hungarian National Bank acting as supervisory authority, if their voting rights – directly or indirectly – reach, exceed or fall below 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75%, 80%, 85%, 90%, 91%, 92%, 93%, 94%, 95%, 96%, 97%, 98% or 99%. Moreover, the company shall notify the Hungarian National Bank if it receives any such shareholder’s notice, and shall also publish that notice. Specific requirements regarding disclosure are applicable to the process of acquiring participation via a public takeover bid.

Shares or quotas are typically cancelled based on a resolution of the shareholders’ meeting. Cancellation always results in a reduction of the registered capital and requires the amendment of the articles of association, as well as registration of the changes with the commercial court.

In a Zrt or Nyrt, shares are usually cancelled in connection with a capital decrease or following the redemption of redeemable shares. Cancellation may also be required in extraordinary situations: eg, if the company acquires its own shares through an unlawful buyback and fails to transfer them within the statutory deadline; or if employee shares cannot be reassigned after the termination of the relevant employment relationship.

In a Kft, quotas may also be cancelled in a variety of situations, typically as a last resort to resolve exceptional cases: eg, if a shareholder terminates without a legal successor and the quota is not duly allocated in the termination proceedings; if the company buys back a quota and the shareholders’ meeting decides not to reallocate it among the remaining shareholders or transfer it to a third party; or if a shareholder is expelled or fails to pay its capital contribution, and the quota cannot be sold to another person.

Share/quota buybacks are permitted and regulated for both private and public companies, except for single-member companies, which are not allowed to acquire their own shares or quotas. Buybacks are typically based on a resolution of the shareholders’ meeting and may only be implemented within the statutory volume limits and in compliance with capital protection rules.

In the case of a Nyrt, share buybacks are subject to additional restrictions under capital market regulations, including further limitations on the volume, price and duration of the buyback. In some cases, notification to the Hungarian National Bank may also be required.

Shares or quotas held by the issuer do not, for as long as they are owned by the company, carry shareholders’ rights such as voting or dividend entitlements, and must not be considered when determining a quorum.

Buybacks are often used to support employee share ownership programmes, restructure capital or prepare for a later transaction.

Dividends may be paid to the members from the untied retained earnings and the after-tax profit of the previous financial year upon the resolution of the shareholders’ meeting, provided that the relevant accounting requirements are met (including that the company’s equity will still reach its registered capital and the company’s solvency is not at risk). A resolution on dividends may be passed upon the approval of the company’s financial statement for the previous financial year.

Dividends may be paid to shareholders in proportion to the capital contribution they have already provided to the company.

Dividends are usually distributed between the shareholders pro rata of their shareholdings – ie, pro rata of their quota in a limited liability company (Kft) and pro rata of the face value of their shares in companies limited by shares (Zrt or Nyrt). However, based on the provisions of the articles of association and/or the relevant priority shares in companies limited by shares (Zrt and Nyrt), dividends payable to certain shareholders or for certain quotas/shares may come ahead of others and/or may exceed the proportion of the relevant shareholding.

Appointment of Directors

The directors (managing directors in Kfts, or members of the board of directors or the CEO in Zrts) are elected and removed by the resolution of the shareholders’ meeting.

Although this decision generally requires a simple majority of the votes, the articles of association may require a greater majority. In Zrts, priority rights with regard to appointing and removing members of the board of directors may pertain to preferential shares issued by the company. This is prohibited in Nyrts.

When a board of directors is appointed, this operates as set out in its by-laws, which are usually determined by the shareholders’ meeting. The board members elect one of them as the chair of the board.

Directors can be elected either for a definite term or for an indefinite term (as set out in the articles of association of the company).

Removal of Directors

Directors may be removed at any time without any reasoning via a resolution rendered by the shareholders’ meeting. The voting threshold for the resolution is the same as for the appointment of directors.

Directors shall manage the company in accordance with the law, the articles of association and resolutions of the shareholders’ meeting, in accordance with the statutory requirements of prioritising the interests of the company. Generally, the directors may not be instructed by the shareholders (with the exception of one-member companies).

A resolution of the director (or board of directors) may be challenged by requesting the court to annul the decision, if the requesting party believes that the decision breaches the law or the articles of association. No action may be brought by a person who contributed to the adoption of the resolution with its vote. This action does not automatically suspend the enforcement of the challenged resolution; suspension of enforcement must be requested separately.

Directors are liable towards the company for the breach of their legal obligations as a director. Generally, the shareholders’ meeting decides on the enforcement of such claims, but it may also be initiated by the minority of the shareholders (for detailed rules, see 1.4 Variation of Shareholders’ Rights).

The shareholders’ meeting has the authority to appoint and remove the auditor.

An auditor can be appointed for a definite term of up to five years. An auditor may be appointed for the minimum term of a period commencing with the appointment and lasting until the date of the meeting of the shareholders’ meeting approving the next annual report.

In addition to appointing and removing the ordinary auditor, minority rights also pertain to requesting the appointment by the court of a special auditor to examine a certain event or period in the life of the company (for detailed rules, see 1.4 Variation of Shareholders’ Rights).

The management, the supervisory board (if established), and the auditor (if appointed) are required to report regularly to the shareholders. Reporting typically occurs at the shareholders’ meeting or through ad hoc written reports, as may be necessary in specific circumstances. These reports generally cover:

• financial performance;
• conflicts of interest;
• significant transactions; and
• compliance with statutory obligations.

Failure to fulfil these reporting duties may result in personal liability for the individuals concerned.

In private companies (Kft and Zrt), shareholders generally have no statutory reporting obligations towards the company, unless such duties are provided in the articles of association or arise under specific regulations (eg, UBO reporting, related-party transactions, or engaging in competing activities).

In contrast, public companies (Nyrts) are subject to detailed shareholder reporting obligations under capital market law. Shareholders must notify both the company and the Hungarian National Bank if their voting rights exceed certain thresholds (see 3.4 Disclosure of Interests). Similar obligations apply where shareholders act in concert or enter into shareholders’ agreements affecting control (see also 2.12 Institutional Shareholder Groups). These disclosures are then published to the market to ensure transparency. Failure to comply may result in administrative fines, suspension of shareholder rights or invalidation of votes.

A company that exercises dominant influence or control over another company (typically through a majority shareholding or decisive contractual rights) has specific statutory duties towards the controlled entity. The controlling company must not abuse its position to the detriment of the controlled company.

Formal Group of Companies

Where a formal group of companies is established and registered, the controlling company may issue binding instructions to the controlled company. Such instructions must:

• comply with the group agreement and serve the group’s common business policy;
• respect the rights of the controlled company’s minority shareholders and creditors; and
• ensure that any disadvantages to the controlled company are offset by group-level benefits within the agreed period.

Additional obligations of the controlling company include:

• reporting to its own shareholders’ meeting;
• reporting to creditors of the controlled company whose claims exceed the statutory threshold;
• purchasing the shareholdings of minority shareholders who request to exit when the group is formed; and
• providing security to creditors who request it when the group is formed.

The controlling company is liable for the uncovered debts of the controlled company if the latter is liquidated, unless the controlling company proves that the insolvency was not caused by the group’s common business policy.

De Facto Control

Control may also exist without a registered group, for example through majority shareholding or contractual rights. In such cases, the controlling company cannot issue binding instructions to the controlled entity. Any abuse of influence – eg, decisions which benefit the parent to the detriment of the subsidiary – may give rise to civil liability.

If the conditions for a group agreement exist continuously for at least three years, the court may, upon request of any interested party, order the controlling and controlled companies to conclude such a formal group agreement.

In a threatening insolvency situation (ie, if it becomes apparent to the director that the company’s financial obligations cannot be satisfied on time), the director’s general obligation to focus on the interests of the company is supplemented with the obligation to take into consideration the interests of the company’s creditors (ie, preserving as many liquidation assets as possible, collecting receivables and cutting costs).

The directors are obliged to call a shareholders’ meeting if the company is threatened by imminent insolvency or has stopped making its payments. In this case, the shareholders’ meeting shall decide on how to solve the financial problem (eg, by providing further capital contributions or approving the commencement of a bankruptcy procedure), or may decide on the merger or dissolution of the company.

If the insolvency situation is not resolved, the company may go into liquidation. Where a liquidation is opened (ie, ordered by the court), from thereon the rights of the shareholders’ meeting are restricted by the law. The company will be managed by the liquidator appointed by the court with the aim of preserving and collecting the company’s assets and satisfying the creditors’ claims.

Participation in Remaining Assets

During the course of the liquidation process, the liquidator satisfies creditors’ claims in the statutory order. In this order the costs of the liquidation come first, followed by prioritised securities, the claims of certain sensitive groups, social security and tax payables, etc. When all other debts are covered, the claims of connected persons including shareholders are paid last.

The company’s assets remaining after the settlement of all debts, if any, shall be allocated to the shareholders in proportion to the capital contribution they provided. Persons holding preferential shares may have priority rights regarding the participation in the remaining assets.

Shareholders’ Liabilities

Generally, the shareholders of Kfts, Zrts and Nyrts may be held liable up to their respective capital contribution represented by shares (or business quotas) for the debts of the dissolved company. Nevertheless, this corporate veil may be lifted in certain special cases, as follows. If a shareholder abused its limited liability, resulting in any outstanding creditors’ claim remaining unsatisfied following the liquidation, the shareholders in question shall be subject to unlimited liability for such debts. This liability shall apply, in particular, if that shareholder disposed of the assets of the company as if they were its own, or if the shareholder reduced the assets of the company for the benefit of others or the shareholder’s own benefit in a way that it knew (or should have known with due care) would result in the company not being able to satisfy its obligations towards third parties.

Furthermore, a shareholder of a Kft or a Zrt who – directly or indirectly – controls at least three quarters of the votes is obliged to satisfy creditors’ claims that remain unsatisfied after the liquidation of the company if the liquidation was due to business decisions made by the majority shareholder to the detriment of the company.

The foregoing liability of majority shareholders also applies if they transferred their shares within three years immediately preceding the commencement of a liquidation, and if the debts of the company under liquidation exceed 50% of its registered capital (which is easily reached as the registered capital requirements are quite low – see 1.1 Types of Company). This obligation may be avoided if the shareholder in question verifies that the company was still solvent at the time of the transfer, or even if it was insolvent, that the transferring shareholder proceeded in good faith, taking the creditors’ interests into consideration.

Challenging Decisions of the Company’s Bodies

Any shareholder, executive officer or member of the supervisory board may challenge the validity of a resolution of the shareholders’ meeting, the management or the supervisory board and other bodies of a company, if the resolution violates the law or the articles of association (provided that the challenging person did not approve the given resolution with its vote). This type of action may be initiated in court within the statutory deadline.

Commencing Court Supervisory or Other Regulatory Authority Proceedings

In certain unlawful actions or circumstances, the shareholder may commence the supervisory proceedings of the commercial court, or other proceedings of the competent regulatory authorities. The court and the respective authorities will take gradually more severe and/or repeated measures to restore the company’s lawful operations.

Challenging Registration in the Companies Registry

If a change affecting the shareholder is registered in the companies registry based on unlawful documents, the affected shareholder may initiate a claim against the company for annulment of the change.

Claim for Dividends

The shareholder may also enforce its claim for dividends vis-à-vis the company, if it is legally entitled to such dividends, based on the shareholders’ resolution. Ultimately, the shareholder can enforce its dividend claim in a lawsuit or, in extreme cases, even in a liquidation.

The directors and other officers, such as supervisory board members, may be held liable in certain cases vis-à-vis the shareholders or the company’s creditors, or even the company itself.

Liability Vis-à-Vis the Company

Firstly, the director may be held liable vis-à-vis the company for damages caused to the company through the breach of their managerial duties. The shareholders’ meeting decides whether to enforce this claim and whether to initiate a legal proceeding. The initiation is also available as a minority right (see 1.4 Variation of Shareholders’ Rights).

Liability Vis-à-Vis the Shareholders

Secondly, the director may be liable vis-à-vis the shareholders, who may initiate a claim for damages against the director after the termination of the company. This may be initiated within one year following the termination of the company by any shareholder who was a shareholder of the company at the time of the termination of the company, regardless of the shareholder’s participation interest. The shareholder is entitled to this claim in proportion to its earlier capital contribution.

Liability Vis-à-Vis the Creditors of the Company

Thirdly, any creditor – or the liquidator in the company’s name – may initiate a proceeding during the liquidation process before the court to establish that the company’s former management failed to comply with their obligations in the three years prior to the commencement of the liquidation.

The foregoing also applies to de facto directors, meaning any person who had significant power to influence the decisions of the company. Should the damage be caused by several persons together, their liability shall be joint and several.

If the liability of directors or de facto directors is established by the court, the creditors may claim the satisfaction of their unsatisfied claims up to the amount of the damages caused by the directors and established by the relevant court decision, following the termination of the liquidation proceedings.

Generally, the company itself, represented by its director(s), is entitled to initiate litigation in its own name.

However, as a minority right it is possible for shareholders holding a certain stake in the company to bring derivative actions on behalf of the company vis-à-vis another shareholder, the director(s), the members of the supervisory board or the auditor, if the shareholders’ meeting rejects the enforcement of claims against those persons.

The same rules apply to shareholder activism as listed under 1.3 Types or Classes of Shares and General Shareholders’ Rights, which provide the major tools for activism.

Shareholder activism must also comply with the framework of competition law, especially where co-ordinated action of shareholders could qualify as acting in concert.

For public companies (Nyrt), activism is also affected by capital market rules including acting in concert rules (see 2.12 Institutional Shareholder Groups), takeover bid obligations (see 3.4 Disclosure of Interests) if activism leads to acquiring additional holdings or a controlling position, and market abuse regulations.

Shareholder rights may not be abusively exercised.

Shareholder activism may also be limited by statutory remedies available to the company against the shareholder, as follows.

• If a shareholder adopts a resolution that causes damage to the company, the company may sue for damages.
• A shareholder (except in a public company, or in a private company if there are only two shareholders or where a shareholder holds a qualified majority in the company) may be excluded by the court from the company if its continued membership significantly jeopardises the company’s purpose.
• Under the conflict of interest rules, a shareholder may not vote on resolutions in which they have a vested interest. A vested interest exists, among others, if the resolution concerns:
1. granting the shareholder an exemption from any obligation or liability;
2. providing the shareholder with any benefit from the company;
3. concluding an agreement with the shareholder;
4. initiating legal proceedings against the shareholder; or
5. a matter affecting an entity that exercises majority control over the shareholder or an entity over which the shareholder exercises majority control.

Shareholder activism does not have significant public momentum in Hungary, but may occur, and can be tracked especially in Nyrts. In private companies (Zrt or Kft), shareholder activism is harder to track; it often takes the form of informal negotiations, private shareholders’ agreements or even litigation.

Shareholder activism most often aims at increasing the value of the company’s shares and securing higher dividends, which can be drivers for attempts to change corporate governance, restructure capital or influence the company’s business strategies (such as expanding to other markets, introducing new business lines, cutting costs, etc). Beyond direct financial interests of the shareholders, activist shareholders may also have non-financial agendas such as promoting environmental matters or social causes.

Shareholder activist strategies may include:

• requesting information from the directors;
• exercising shareholders’ rights, even minority rights listed under 1.4 Variation of Shareholders’ Rights, to call shareholders’ meetings;
• proposing agenda items, and making proposals to be discussed by the shareholders’ meeting, either formally as regulated by the law or even informally;
• building coalitions with other shareholders;
• commencing legal action against the company (see 10.1 Remedies Against the Company); and
• using financing leverage to influence the company’s governance or strategies.

In principle, the tools available to activist shareholders may be applied in companies of any size and type. Activism is likely to appear in companies owned by numerous shareholders, and may be relevant especially if decision-making requires the co-operation of more shareholders. Shareholder activism often gains importance if the company faces restructuring, financial difficulties, or a shareholder is preparing for an exit.

Recently, exercising information rights has increased, and minority initiatives and attempts to influence corporate control have been on the rise. Shareholders also tend to turn to court supervisory proceedings or regulatory authority proceedings (see 10.1 Remedies Against the Company).

Financial investors are generally more active than other groups of shareholders. They use shareholders’ rights strategically, have greater legal and financial resources, and are often willing to escalate matters to regulatory authorities or pursue legal procedures to reach their goals.

No comprehensive data is publicly available regarding the success of activist demands. In practice, activism is more likely to succeed if the activist shareholder holds a 5–10% stake or more in the company, the shareholder can build a material coalition with other shareholders, or can submit a grounded regulatory complaint or commence legal action. If a company is in financial need or is threatened by insolvency, financing shareholders can secure material influence in return for their financial support.

Companies are expected to deal with shareholder activism in compliance with applicable laws, the company’s interests, and with due respect to the equality of shareholder rights. While keeping the legal framework, constructive negotiations and the conciliation of interests are often advisable to avoid escalations and preserve corporate co-operation and stability.

Generally, directors are obliged to focus on the interests of the company, but the interests of the company do not necessarily coincide with the interests of its shareholders. Also, directors may not be instructed by the shareholders nor have their competence interfered with by the shareholders (with certain exceptions: see 2.8 Shareholder Approval and 8. Controlling Company).

When directors face shareholder activism, they must assess shareholder demands within the statutory legal framework, design their actions and decide whether or not to comply with the activist shareholder’s goals, prioritising the company’s interests. If the activist shareholder’s demands are not satisfied, the shareholder may respond with statutory remedies.