The operation of companies was significantly modified by Government Decree 102/2020 (10.4.) due to the crown virus.

A The amendments (rules other than those contained in the Civil Code and, where applicable, in the articles of association) apply to both legal persons and non-legal persons as from 11 April 2020, in cases already pending (e.g. in the case of a general assembly/meeting already convened).

The amendments mainly regulate the manner and limits of meetings of the decision-making body, but also impose significant obligations and decision-making powers - and thus responsibilities - on the management during the emergency and the 90-day period after its termination.

We have tried to collect and provide clear information about the changes in the following information.

 a single legal personthe sole member or founder decides in writing and the decision takes effect upon notification to the management

legal person with several personsa meeting of the decision-making body cannot be held in personcan be kept:

• electronic communications equipment by participating in the
• where the legal person is required by law to take a decision without holding a meeting does not preclude decision-making - the management may take the initiative without holding a meeting, even if the articles of association do not provide for it or provide otherwise.

if the publicity of the meeting of the decision-making body or other body is required by law (e.g. public benefit, nyrt), this requirement does not apply during the emergency.if the articles of association do not regulate the use of electronic means of communication/decision-making without holding a meeting/if the regulations differ from this regulation, the management (if there is more than one, the managing director who exercises the rights of the employer) is entitled to establish these rules and to communicate them to the members. In other words, this does not now require an amendment of the articles of association, which is the competence of the members, but instead the management can establish its own set of rules.Legal entity with less than 5 persons: If the number of members of the legal person is five or less and the decision-making body quorum and decision-making predictably available at, for the decision of the decision-making body atto take place by defining the methods and conditions of decision-making in such a way that, in the decision-making process all members can participate.A legal person of between 5 and 10 persons: The decision shall also be taken in this way if, in the case of a legal person with more than five but not more than ten members, the members holding a majority of the votes so request.Legal person over 10 persons: for legal persons with more than ten members, it will take place if the legal person so requests.Conditions:

• detailed information on the agenda cannot be omitted
• communicate the draft decision to members in advance
• electronic communications device for travel
• specify the electronic communications equipment and applications that may be used
• if the members (their representatives) are not personally known to the management, the means of proving their identity must be specified

• without holding a meeting for decision making
• allow at least 15 days for the ballot to be sent
• a member may not request that a meeting of the decision-making body be convened or held by electronic means of communication
• a member's vote is valid if it clearly identifies the member, indicates the draft resolution and the vote cast
• a quorum is reached if at least as many votes are sent to the management as would be required to constitute a quorum if a meeting were to be held.
• within three days after the last day of the deadline for voting, or, if all members or founders have voted before that date, within three days of the date of receipt of the last vote, the management shall establish the result of the vote and communicate it to the members or founders within a further three days. The day on which the decision is taken shall be the last day of the voting period, or, if all the votes are received before that date, the day on which the last vote is received.

the member of the supervisory board and its permanent auditor are informed and participate in the meeting of the decision-making body in the same way as members.the chief executive officer chairs the meeting of the decision-making body and prepares the minutes of the meeting of the decision-making body. The minutes shall be signed by the presiding officer (only).There is no need to draw up a list of those present, but the minutes must include the details of the members who attended the meeting by electronic means of communication.

• approving the accounts in accordance with the Accounting Act,
• on the use of the profit after tax
• in urgent matters which fall within the competence of the decision-making body but which are necessary for the maintenance of the lawful functioning of the legal person, for dealing with an emergency situation and for sound and prudent management
• its decision is a decision of the decision-making body and is enforceable (unless otherwise provided in this Regulation)
• the decision (for approval) must be placed on the agenda of an extraordinary meeting of the decision-making body to be convened 90 days after the end of the emergency. If the subsequent decision of the decision-making body modifies or repeals the previous decision, this shall not affect the rights and obligations that arose prior to that decision

 Restrictions:

• may only take a decision if the members holding more than 25% of the votes do not object to the proposed decision in their written opinion prior to the decision being taken by at least 51% of the votes, if the legal person has a member with a majority influence or a qualified majority within the meaning of the Civil Code, then this member does not object to the proposed decision in its preliminary written opinion.
• may not amend its constitution (unless required by a provision of law which comes into force during the emergency)
• may not decide on its dissolution without succession *
• may not decide on its transformation, merger or division (it may not decide on such matters in the case of an ongoing transformation) *
• may not decide to reduce the subscribed capital *
• may decide on a supplementary contribution or other capital increase only if it does not affect the extent of the members' holdings and has the prior consent of the obligors *
• If there is a supervisory board, the management of the legal person may decide on the accounts after receiving the written report of the supervisory board. *
• If the compulsory reduction of the share capital or the compulsory transformation, merger, division or dissolution without legal succession required in the event of the failure to reduce the share capital cannot be carried out for the reasons indicated with * in the case of an LLC or a limited liability company, the company must decide on the necessary measures at an extraordinary general meeting of members to be convened no later than 90 days after the end of the emergency.

Management responsibility:

• is liable to the legal person for damage caused to the legal person under the rules of liability for damage caused by breach of contract.
•         the legal person is liable for any damage caused to a third party. The director is jointly and severally liable with the legal person if the damage was caused intentionally.

the audit may be carried out even if the management decides on the accountsthe responsibility of the management in the case of such decisions:If the management consists of several members (board)

• by electronic means of communication or by using other electronic means which allow the identification of the person
• decision making can also be done by electronic messaging (e-mail)
• also applies to the supervisory board, audit committee
• if there is no agreed procedure (or if it differs from this Regulation), the member appointed by the President, or failing that, by the Executive Board, shall determine and communicate it to the parties concerned.
• if the number of members of the board falls below the number required by law (or if they are unable to act because of the epidemic), the other members are entitled to take decisions (in this case also by a majority vote). Up to one member is entitled to take a decision

if the mandate of the executive officer or auditor is terminated during the emergency, the mandate shall continue until 90 days after the termination of the emergency and the auditor shall continue to perform his/her duties until that date (except in the event of recall / death or termination without legal succession / loss of capacity, limitation of capacity / disqualification or conflict of interest). the bodies of the legal person may send written legal declarations by e-mail (signed with an electronic signature based on a qualified or qualified certificate with enhanced security or an electronic seal, or, failing that, with an authentication based on an authentication service based on an identification traced document authentication service)Members may also send their legal declarations concerning the legal person to the legal person by electronic message (e-mail).

• In the case of a legal person member, signed with an enhanced security electronic signature or electronic seal based on a qualified or qualified certificate or, failing that, with an authentication using a document authentication service that is traceable to identification
• a natural person is not required to sign his/her declaration electronically

in a judicial review, the decision may not be set aside by the courts on the grounds that it conflicts with the statutes, if the decision conflicts with the statutes solely by reason of the application of the legal provisions applicable in the emergency.

Any further action is the responsibility of the individual.