Share Capital of a Hungarian Kft. and Zrt.: Minimum Amounts, Payment Rules and the Minimum Quota per Member
How much capital do you need to form a Hungarian Kft. or Zrt., how much of it must actually be paid in at formation, and what is the smallest amount with which a member can participate? This article walks through the key rules on share capital based exclusively on the Hungarian Civil Code (Act V of 2013, "Ptk.") – with all forint amounts also displayed in the currency of your choice.
Currency for converting the forint amounts: Amounts are converted at the official ECB reference rate () for information purposes only.
1. The capital minimum: Kft. and Zrt.
The registered capital ("törzstőke") of a limited liability company (Kft.) is the sum of the members' quotas and may not be less than HUF 3,000,000 (Ptk. Section 3:161(4)). The share capital ("alaptőke") of a private company limited by shares (Zrt.) is the sum of the nominal value of all shares and may not be less than HUF 5,000,000 (Ptk. Section 3:212(2)).
| Company form | Capital minimum | Legal basis |
|---|---|---|
| Kft. (registered capital) | HUF 3,000,000 | Ptk. 3:161(4) |
| Zrt. (share capital) | HUF 5,000,000 | Ptk. 3:212(2) |
In both forms, contributions may be made in cash or in kind (asset contribution, "apport"); the minimum may be reached by the two together.
2. The minimum quota per member
In a Kft., each member holds one quota ("törzsbetét"), and the amount of each quota may not be less than HUF 100,000 (Ptk. Section 3:161(1)) – so HUF 100,000 is the smallest stake with which a person can become a member of a Kft. Members' quotas may be of different amounts.
The Zrt. has no such per-shareholder minimum: the nominal value of the shares is set by the articles of association, and the Civil Code prescribes no minimum nominal value per share or minimum stake per shareholder – the only constraint is that the total nominal value must reach the HUF 5 million share capital minimum.
3. How much must actually be paid in at formation?
Kft.: the HUF 3 million does not have to be paid immediately
It is a common misconception that the HUF 3 million must be fully paid in before the registration application is filed. In fact, the Civil Code is flexible: the deed of foundation may provide that members pay in less than half of their cash contribution before the application is filed, or that the remainder is payable over a period longer than one year. This flexibility has a price (Ptk. Section 3:163):
- the company may not pay dividends until the undistributed profit reaches the amount of the members' unpaid cash contributions, and
- the members are liable for the company's debts up to the amount of their unpaid cash contribution.
A separate rule applies to in-kind contributions: if the value of the in-kind contribution reaches or exceeds half of the registered capital, it must be provided in full before the registration application is filed; otherwise it must be provided by the date set in the deed of foundation, but no later than three years from registration (Ptk. Section 3:162).
Zrt.: 25% in cash before filing
The Zrt. follows a stricter schedule: at least twenty-five per cent of the cash contribution undertaken in the articles must be paid in before the registration application is filed, and the full amount within one year of registration (Ptk. Section 3:252). For a purely cash formation at the minimum share capital of HUF 5 million, this means at least HUF 1,250,000 must be paid in before registration.
An in-kind contribution to a Zrt. must be provided in full before filing if its value reaches twenty-five per cent of the share capital; otherwise it must be made available by the date set in the articles, but no later than the end of the fifth year from registration (Ptk. Section 3:251).
4. Can the capital be denominated in a foreign currency?
As a general rule, registered capital and share capital are determined and registered in Hungarian forint. However, if the company elects to keep its books in euros or US dollars under Section 20 of the Accounting Act (Act C of 2000), its registered capital is also kept – and recorded in the company register – in that currency. The Civil Code minimums remain HUF-denominated thresholds: the capital expressed in foreign currency must, at the appropriate conversion, reach the HUF 3 million or HUF 5 million minimum. For foreign-owned companies invoicing in foreign currency, bookkeeping in EUR or USD can also significantly simplify the handling of exchange differences – a point worth discussing with your accountant.
Frequently asked questions
What is the minimum registered capital of a Hungarian Kft.?
HUF 3,000,000 (Ptk. Section 3:161(4)), which may consist of cash and in-kind contributions.
Does the full capital have to be paid in when forming a Kft.?
Not necessarily. The deed of foundation may allow deferred payment; the price of this flexibility is a dividend block up to the unpaid amount and the members' liability for the company's debts up to their unpaid cash contribution (Ptk. Section 3:163).
What is the smallest quota with which I can become a member of a Kft.?
HUF 100,000 (Ptk. Section 3:161(1)). In a Zrt. there is no per-shareholder minimum.
How much must be paid in when forming a Zrt.?
At least 25% of the cash contribution before the registration application is filed, and the full amount within one year of registration (Ptk. Section 3:252).
In summary
The HUF 3 million capital minimum of the Kft. and the HUF 5 million minimum of the Zrt. are moderate entry thresholds by European standards, and the Civil Code's payment rules – particularly for the Kft. – allow considerable flexibility in scheduling. That flexibility comes at the price of a dividend block and member liability, so the payment schedule should be designed deliberately, together with the business plan.
Need assistance?
The SetupInHungary team offers turnkey company formation for foreign clients: attorney countersignature, registered office, bank account opening and accounting from a single source – including planning your capital structure and payment schedule. Request a free consultation.
This article is for general information purposes only and does not constitute legal advice. It is based on the provisions of Act V of 2013 on the Civil Code (Ptk.) and Act C of 2000 on Accounting currently in force. Foreign currency amounts are automatically converted at the European Central Bank's daily reference rate and are indicative only. Legislation may change – please seek professional advice in specific matters. Last updated: July 2026.