The Hungarian state's right of first refusal in connection with company transfers

Government Decree 163/2025. (VI. 23.) amending   561/2022. (XII. 23.) grants the Hungarian state a right of first refusal with regard to companies that can be classified as strategic companies.

 It grants the state a right of first refusal in connection with the sale of strategic companies to foreign investors and imposes a reporting obligation on companies participating in such transactions. 

In the investigation procedure, the competent minister must, in the absence of a decision to extend the deadline, make a decision on the matter within 45 working days of receiving the notification. 

The competent minister may extend the duration of the review three times by a maximum of 30 working days, of which he shall notify the notifying party in writing before the expiry of the deadline. 

The minister may also prohibit the transaction in question. Within 90 days of the delivery of the prohibition order, the Hungarian State may exercise its right of first refusal in respect of the undertaking concerned, directly through the Hungarian National Asset Management Private Limited Company or another designated organization, under the conditions originally specified by the parties to the legal transaction. 

Special provisions apply to transactions involving strategic companies registered under TEÁOR code 35.12 Electricity production from renewable sources – as their main or additional activity – with activities related to solar power plants. 

In the event of a transfer, the judge shall examine in the company court proceedings whether the transaction concerned a strategic company, therefore the ministry must attach the decision permitting the proceedings. 

If the change of ownership was registered without this or despite the ministerial prohibition, the company court may subsequently cancel it within the framework of a legality procedure. 

If you have any further questions regarding the acquisition of real estate by foreigners, please contact Ecovis Zalavári Legal Hungary. 

This blog article is for information purposes only and does not constitute an official legal opinion or legal position applicable to an individual case. 

Ecovis Zalavári Legal Hungary disclaims any legal liability for the use of this blog article in an individual case. 

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