Main provisions of government decree no. 102/2020 (IV.10.) on the deviating provisions concerning the operation of the partnership- and capital organizations

Deviating provisions concerning the legal entities 

• The government decree shall apply to all legal entities and non-legal entity organizations established pursuant to the rules of civil law.

Deviating provisions concerning the decision-making process

• The deviating provisions concerning the decision-making process shall not apply if the decision-making body or the sole member of the legal entity (founder, person entitled to exercise founder’s right) is not hindered in the decision-making process by complying with the requirements of the restrictions during the state of emergency.
• The meeting of the decision-making body – including meeting of delegates and section general meeting – shall not be held by the member’s personal participation, even if the meeting has been convened at the time present decree entered into force.

• The decision-making body

1. may hold its meeting in which members participate via electronic communication device, or
2. may adopt a decision out of the meeting – if the legislation concerning the legal entities does not preclude the decision-making out of the meeting -upon the request of the management, even if the deed of foundation does not regulate these possibilities and its conditions or contains different provisions than present decree.

• If the number of members in the legal entity does not exceed five persons, and the quorum of the decision-making body can be ensured foreseeably via electronic communication device or by decision making out of the meeting, the type and conditions of the decision-making shall be determined in a way that all members can participate in the decision-making process. In case of a legal entity which has at least five members but not more than ten members, the decision-making process shall be ensured by holding the meeting electronically or by decision-making out of the meeting upon the request of the majority of the voting members, or, in case of legal entity which has more than 10 members, upon the request of the management of the legal entity.

• In other cases, the management of the legal entity shall decide on the acceptance of the annual account pursuant to the Accounting Act, on the utilization of taxed profits and in urgent cases, which would fall into the competence of the decision-making body but which are necessary for the maintenance of the lawful operation of the legal entity and for dealing the situation caused by the state of emergency and which are arising from the reasonable and responsible management.

• If the legal entity has one member or founder – including the person entitled to exercise the founder’s right – the sole member or the founder shall adopt a decision in writing within the competence of the decision-making body and such decision enters into force when it is communicated to the management.

• If the legal entity holds its meeting via electronic communication device, the following provisions shall be taken into account:

1. detailed information on the agenda cannot be dispensed and the draft decision shall be disclosed to the member,
2. the eligible electronic communication devices and IT applications shall be determined,
3. if the management of the legal entity does not know the members (their representatives) personally, the way of identification shall be determined.

• If the legal entity adopts its decisions out of the meeting, the following rules shall be taken into account:

1. at least 15 days shall be granted for the members to send their votes,
2. the member cannot request the convocation of the meeting of the decision-making body or the holding of the meeting by using electronic communication device,
3. the member’s vote is valid if it is clearly identifies the member’s name (name, address or registered seat, in case of organization the name of its representative), the draft decision -in case of more proposal for a decision the number of the draft decision and the vote, and

1. the member may send its vote by a document signed with electronic signature or with document authentication service.

• The circumstance of holding the meeting shall be recorded in the minutes of meeting of the legal entity. Attendance sheet shall not be prepared; however, the minutes shall contain the members’ data participating in the meeting via electronic communication device. The minutes shall be signed by the chairman of the meeting.

Deviating provisions on the management of the legal entity

• The management of the legal entity

1. shall not modify the deed of foundation of the legal entity, except it is necessary based on the provisions of the legislation entering into force during the state of emergency,
2. shall not decide on the termination of the legal entity without succession,
3. shall not decide on the transformation, merger and division of the legal entity and questions within the competence of the decision-making body arising from the transformation, merger, division in progress,
4. shall not decide on the reduction of the subscribed capital in case of limited liability company and limited company,
5. may decide on supplementary payment and capital replacement if this does not affect the members’ shares in the legal entity and those persons who are obliged to pay the supplementary payment or any other payment have given their prior consent.

• In such cases, the legal entity may adopt a decision if the members having more than 25 % of the votes do not object against the proposal for the decision with the 51 % of the votes at least in their written opinion before the adoption of the decision if the member who has majority control or qualified majority in the legal entity does not object against the proposal for decision in its prior written opinion.

• These decisions shall be put on the agenda of the extraordinary meeting which shall be convoked maximum on the 90th day after the cessation of the state of emergency. If the subsequent decision adopted by the decision-making body amends or repeals the previous decision, this shall not affect the rights and obligations arose out thereof.

Deviating provisions concerning the structure of the legal entity

• The management board consisting of the executive officers, the supervisory board, audit board and other board established by the legislation or the deed of foundation (hereinafter: board) may hold its meeting via electronic communication device or other electronic device allowing the personal identification or conduct written consultation and may adopt decisions in connection with management of the legal entity. The written consultation and decision-making process may be conducted via electronic message (e-mail).

• If the number of the board members fall below the number prescribed by the legislation or deed of foundation or the member is not able to act due to the epidemic, the other members are entitled to decision-making. The rules concerning the quorum shall be determined based on the number of the members who are able to vote, and the resolution shall adopt with a quorum in a way so that in the event of the failure of the other members, one person is also entitled to decision-making.

• If the mandate of the executive officer or the board members or the permanent auditor terminates during the state of emergency, their mandate extends and expires only on the 90th after the cessation of the state of emergency in the lack of founder’s resolution or decision of the meeting of the decision-making body and the executive officer, the board member and the permanent auditor is obliged to perform their tasks to this day. In case of the expiration of the permanent auditor’s mandate, the management of the legal entity is also entitled to take the necessary measures.

• The members may disclose to the legal entity their legal statements in connection with the legal entity via electronic message (e-mail). If the member is a legal entity, it shall sign its statements with qualified electronic signature or qualified certificate for advanced electronic signatures, in the lack of this, with authentication by document authentication service allowing identification. The natural person member is not obliged to sign his/her statements with electronic signature; however, the statement shall contain the member’s data necessary for his/her identification.

• The resolution adopted by the management or the decision-making body of the legal entity in accordance with the above proceeding shall not be repealed due to the violation of the deed of foundation in the course of legal review procedure if the resolution violates the instrument of constitution due to the application of the legislation applicable during the state of emergency.

• If the limited liability company shall convene the member’s meeting or reduce the initial capital mandatory, but having regard to the above restrictions it could not be done, the company is obliged to adopt a decision on the necessary measures at the extraordinary member’s meeting which shall be convoked maximum on the 90th day after the cessation of the state of emergency.

• If the private limited company shall convene the general meeting or reduce the share capital mandatory, but having regard to the above restrictions it could not be done, the company is obliged to adopt a decision on the necessary measures at the extraordinary general meeting which shall be convoked maximum on the 90th day after the cessation of the state of emergency.

• The public limited company is obliged to publish the invitation for the general meeting and the proposals relating to the decisions on the agenda and the related reports of the supervisory board, including the draft resolutions on the company’s website even if the invitation for general meeting and the proposals relating to the decisions on the agenda and the related reports of the supervisory board, including the draft resolutions have not been published on the day present decree entering into force, the invitation shall be published at least 21 days before the general meeting, the proposals relating to the decisions on the agenda and the related reports of the supervisory board, including the draft resolutions shall be published at least 8 days before the general meeting. The public limited company may derogate from its invitation for general meeting published on the day of present decree entered into force in the call published on the company’s website.

• If the general meeting has empowered the management of the public limited company to adopt resolutions – including the resolution concerning the acquisition of its shares – and the power expires during the state of emergency, the power extends until the next general meeting after the cessation of the state of emergency, except the management has adopted a decision in the subject of the power.

• The management of the public limited company shall adopt its resolution on the financial report of the company pursuant to the Accounting Act until 30th of April, 2020 or if the business year of the public limited company differs from the calendar year the company shall adopt its resolution until the end of the fourth month after the balance sheet date of the business year.

• Shareholders obtaining at least 1 % of the votes may request the convocation of the general meeting within the limitation period of 30 days after the cessation of the state of emergency in order to approve the resolution adopted during the state of emergency.

• To approve the resolution on the financial report and the utilization of the taxed profit the shareholders may request the convocation of the general meeting until the 31st of May, 2020 or if the business year of the public limited company differs from the calendar year within 30 days after the publication of the resolution on the account and taxed profit adopted by the management of the company.

Deviating provisions concerning financial report and tax declaration according to the government decree no. 140/2020 (IV.21):

• The deadlines – if these are due between 22^nd of April 2020 and 30^th of September 2020 – for the preparation, disclosure, deposit, publication and submission of the financial reports under the Accounting Act (including the financial reports pursuant to government decree containing special accounting regulation authorized by the Accounting act) shall extend until 30^th of September 2020, and the deadline for further accounting obligations based on these financial reports shall be calculated from this day.

• The taxpayer may fulfil its obligation to determine, report and pay the annual and extraordinary corporate tax and to determine and report tax advance to be fulfilled together with the annual tax declaration pursuant to the Act on Corporate Tax and Dividend Tax until 30^th of September 2020, if these obligations are due between 22nd April 2020 and 30^th September 2020.

Deviating provisions concerning the condominium:

• The condominium shall not hold its general meeting during the state of emergency.

• General meeting shall be convened upon the written request of the owners obtaining 1/10 proportion by indicating the agenda, the reason and the proposal for the resolution. In this case, resolution shall be adopted solely by written voting.

• The general meeting shall not release the common representative (administrative committee) and the common representative (administrative committee) shall not terminate its mandate during the state of emergency.

If the common representative’s mandate (administrative committee) expires during the state of emergency, the common representative (administrative committee) – with unchanged remuneration – is obliged to perform its tasks until the election of a new common representative (administrative committee) but maximum on the 90th day after the cessation of the state of emergency.

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