Selling Your Share in a Hungarian Kft. as a Foreign Owner: Procedure, Deadlines and Who Taxes the Gain
A share in a Hungarian Kft. (a “business quota”, üzletrész) is sold by a written transfer agreement; no change to the articles of association is needed. The buyer must notify the company within eight days, and the change of members is then filed with the Court of Registration through a lawyer. If you sell to an outsider, the other members, then the company, have a statutory right to buy first. On tax, Hungarian domestic law generally leaves a non-resident’s gain to the seller’s home country, unless the company is real-estate-rich.
This guide covers a foreign individual or holding company selling all or part of a Kft. If there is no buyer, see voluntary liquidation instead.
What exactly are you selling?
A Kft. has no share certificates. Each member holds one quota, and selling it transfers the membership itself: voting rights, dividend entitlement and any unpaid obligations pass to the buyer.
Two preconditions:
- The capital contribution must be fully paid in. A quota can be transferred to an outsider only if the member has provided their full contribution (Civil Code 3:167. § (1)). Settle any deferred capital before you sign.
- A sale for money to an outsider cannot be banned by the articles, but the articles may make it subject to the company’s consent. If the company does not answer within 30 days of being told, consent is deemed given.
Who gets to buy first?
When a quota is sold for money to someone who is not yet a member, the Civil Code gives a priority right in this order:
| Order | Who | Time to respond |
|---|---|---|
| 1 | the other members, in proportion to their quotas | 15 days from receiving the offer |
| 2 | the company itself | 30 days from receiving the offer |
| 3 | a person designated by the company (by members’ meeting resolution) | 30 days from receiving the offer |
Silence within the deadline counts as a waiver. A contract concluded in breach of this right can be challenged in court within one year of signing, so a careful buyer asks for written waivers before paying. In a single-member Kft. this step falls away.
The transfer step by step
- Check the articles and the capital, then collect waivers from the other members and the company, or run the 15- and 30-day offer periods.
- Sign a written quota transfer agreement. Written form is mandatory. In practice a Hungarian lawyer drafts and countersigns it and files the change; foreign signatories usually sign before a notary with an apostille, or at a Hungarian consulate.
- Notify the company within 8 days. The buyer must report the acquisition to the company in a notarial deed or a private deed of full probative value, attach the agreement, and declare that they accept the articles as binding. From this notification the buyer can exercise membership rights towards the company, even before court registration.
- File with the Court of Registration. The managing director updates the list of members and the lawyer files the change electronically. The general filing deadline is 30 days; late filing carries a court fine of HUF 50,000 to 900,000.
- Update the rest. Tell the bank, and review the managing director’s position if the outgoing owner held it. A shareholder loan does not pass with the quota automatically; assign or repay it in the agreement.
Does Hungary tax the seller’s gain?
The answer depends on who the seller is and what the company owns.
| Seller | Hungarian tax on the gain |
|---|---|
| Hungarian-resident individual | 15% personal income tax on sale price minus acquisition cost and related expenses, plus 13% social contribution tax until the individual’s relevant annual income reaches 24 times the monthly minimum wage (HUF 7,747,200 in 2026) |
| Non-resident individual | generally none: under the Personal Income Tax Act the source of this type of income is the seller’s state of residence |
| Non-resident company | generally none: a foreign company is not a Hungarian corporate taxpayer merely because it sells Kft. shares |
| Any non-resident seller of a real-estate-rich company | taxable in Hungary; for a foreign company at the 9% corporate tax rate, with the return and payment due by 20 November of the following year |
| Hungarian company (for example your Hungarian holding) | 9% corporate tax, unless the holding was reported to the tax authority within 75 days of acquisition and held for at least one year |
A company counts as real-estate-rich for this purpose when more than 75% of the book value of its assets (alone or together with its related companies) is Hungarian real estate, and a member is resident in a state that has no tax treaty with Hungary or whose treaty lets Hungary tax the gain.
“Not taxed in Hungary” does not mean untaxed: your country of residence will normally tax the gain under its own rules, and the applicable double tax treaty decides any conflict.
A worked example
A German-resident founder set up a software Kft. in 2022 with HUF 3,000,000 capital and sells 100% in 2026 for HUF 40,000,000. The company owns no real estate.
- Hungary: the gain of HUF 37,000,000 is not Hungarian-source income for a non-resident individual. No Hungarian personal income tax and no social contribution tax arise.
- If the same founder were Hungarian tax resident: 15% personal income tax on HUF 37,000,000 is HUF 5,550,000, plus social contribution tax of at most 13% of HUF 7,747,200, which is HUF 1,007,136 (less if salary or dividends already used part of the cap).
Does the buyer pay transfer duty?
Normally not. Duty arises only where Hungarian real estate makes up more than 75% of the company’s relevant balance-sheet assets and the buyer (with close relatives and related companies) reaches at least 75% ownership. It is then 4% of the real estate’s market value up to HUF 1 billion per property and 2% above, capped at HUF 200 million per property, reportable within 30 days.
Frequently asked questions
Can I sell only part of my quota? Yes, but dividing a quota needs the consent of the members’ meeting (Civil Code 3:173. §), and each resulting capital contribution must be at least HUF 100,000.
When does the buyer become the owner? Towards the company, from the moment the buyer notifies it of the acquisition; court registration follows.
What if another member was never offered the quota? That member can ask a court to declare the sale ineffective within one year of the contract being signed, which is why buyers insist on written waivers.
Updated: 2026-10-15 · Tax year 2026. This article is based on the Civil Code, the Personal Income Tax Act, the Corporate Tax Act and the Duties Act as in force in October 2026. General information, not legal or tax advice; your articles and the tax treaty with the seller’s country can change the outcome.
Planning to buy into a Hungarian company rather than sell? Starting clean is often simpler than acquiring history: see company formation in Hungary.