Category: Hungary

  • Act Legal Ban & Karika Selected to Lead Regional Legal Assistance for Air France-KLM

    Act Legal Ban & Karika Selected to Lead Regional Legal Assistance for Air France-KLM

    Ban & Karika Attorneys at Law, the Hungarian member of the act legal alliance, has been selected to provide and coordinate legal assistance to Air France-KLM in 11 countries.

    According to Ban & Karika, the firm was selected from the five regional and international law firms that participated in the restricted tender. The legal services to be provided, the firm reports, “cover a number of fields of the airline operation, including cases of aviation law, under this especially customer claims and debt collection; moreover, the legal consultancy of contract law, labor law, advertising and competition law, and data protection and GDPR compliance.”

    The engagement covers Hungary, the Czech Republic, Slovakia, Slovenia, Serbia, Croatia, Romania, Bulgaria, Poland, Austria, and Switzerland. According to Ban & Karika, “the Hungarian law firm as a center shall coordinate the long-term legal engagement distributing the legal tasks among the law offices within its legal network and they shall provide services in cooperation with each other.” 

    “The dynamic and professional approach of the act legal alliance was very convincing, in addition to the presented references, as the combination of these two factors led to the award of the engagement,” commented Peter Wollner, the purchasing manager of Air France-KLM in Central Europe.  

  • Recent Changes in Corporate Income Taxation in Hungary

    The 2019 Hungarian tax law changes, among other measures, have introduced a new group taxation regime and reflect the implementation of the provisions set out in the European Union’s Anti-Tax Avoidance Directive (ATAD). 

    Group Taxation

    According to the new rules, group taxation can be opted for by two or more entities subject to corporate income tax in Hungary provided that one of the entities directly or indirectly holds at least 75% of the voting rights in the other group company, or the same person directly or indirectly holds at least 75% of the voting rights in each group company. 

    The tax base of the group consists of the positive tax bases of its members. In contrast to current Hungarian tax legislation, which does not allow a taxpayer to utilize losses carried forward by another taxpayer, the negative tax bases of the group members may, subject to certain limitations, be utilized to decrease the tax base of the group in the tax year and the subsequent five years.  

    Group taxation may substantially reduce the administrative burden stemming from transfer pricing obligations (e.g., preparing transfer pricing documentation and adjusting the tax bases) since the group members do not need to comply with these obligations in respect of transactions effected between them. 

    In order to elect group taxation in 2019, a declaration thereon should be submitted to the Hungarian tax authority by January 15, 2019. 

    ATAD Implementation

    Hungary has also complied with its obligation to implement the ATAD measures which seek to combat profit shifting and the erosion of the tax base by January 1, 2019. Accordingly, the GAAR provisions and the rules on controlled foreign companies have been amended, and the thin capitalization rules have undergone a major overhaul. Some of these modifications – the most important features of which we summarize below – may raise tax compliance issues, so taxpayers to whom they apply should carefully consider their effects.

    First, the general anti-abuse rule has been extended to cover a series of arrangements made with a purpose contrary to the object or purpose of the applicable tax law which is not substantiated by a genuine business or commercial reason. 

    Second, the rules on controlled foreign companies have been amended significantly. Under the new regime, a foreign entity may avoid qualifying as a controlled foreign company if it draws income only from genuine arrangements (as defined in the legislation) in the tax year. CFC status can also be avoided if the foreign entity’s pre-tax profits do not exceed HUF 244 million and its passive income does not exceed HUF 24 million profit or its pre-tax profits do not exceed 10% of its operating costs, provided, in both cases, that additional conditions are met. In case of a Double Tax Convention between Hungary and a non-EEA country that exempts the income attributable to a permanent establishment located in this latter from taxation in Hungary, then such a permanent establishment will not qualify as a controlled foreign company. 

    The thin capitalization rules have also been set on a new footing. The bottom line of the thin capitalization provisions in force as of the date of this article is that the interest paid on debts in excess of the debt to equity ratio of 3:1 cannot be deducted for tax purposes, but this rule is not applicable to liabilities towards financial institutions, i.e., the amount of such liabilities should not be taken into consideration when calculating the amount of debt for thin capitalization purposes. However, the new rules follow a different logic when imposing the following limitation on the deductibility of interest expenses. The exceeding financing costs, i.e., the amount by which the taxpayer’s financing expenses incurred for business purposes – including payments on liabilities towards financial institutions – exceed its taxable interest income may be deducted from the tax base up to the higher of the following amounts: 30% of EBITDA or HUF 940 million (approximately EUR 3 million). The difference of 30% of the EBITDA and the exceeding financing costs which may not be deducted in the tax year can be carried forward, i.e., the amount can be used to decrease the taxable amount of the excess financing costs in subsequent tax years. 

    The Hungarian government expects that the above tax law changes will substantially boost the competitiveness of the taxpayers by rendering corporate income taxation more flexible (e.g., the utilization of losses) and reduce the tax compliance burden (e.g., the elimination of the transfer pricing compliance obligation) while restricting possibilities for tax avoidance.

    By Janos Pasztor, Head of Tax, Wolf Theiss Budapest

    This Article was originally published in Issue 5.12 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Comparing the National Salaries and Tax Wedges with European Standards

    Comparing the National Salaries and Tax Wedges with European Standards

    One of the most significant limitations of the national economic capacity is labour shortages, namely the lack of professionals, skilled and experienced workforce. In order to recruit the best qualified candidates, companies shall develop ways to become attracting.

    Over recent years, the ability to attract and retain highly qualified employees, has become a competitiveness factor. In the meantime, financial security, housing assistance and appealing working environment may also contribute to retain employees. 

    The salaries of different industrial sectors in Hungary are significantly different. In some cases, Hungarian average salaries are below the regional average and the Western-European standards. However, in other sectors, the national salaries are in competition with not only the neighbouring countries, but also with Western-European salaries as well. 

    Are national salaries and tax wedges competitive in a European comparison?

    The associates of KCG Partners prepared the below table, that represents four arbitrarily selected industrial sectors in Hungary, in three neighbouring countries (Slovakia, Croatia and the Czech Republic), in England and in Germany. It is clear from the table that the salary of a Hungarian logistics manager or IT consultant is competitive on a regional level, and it is very close to the average salaries in Western- Europe

    On the contrary, salaries of car mechanics employed in the production line or the salaries of shop assistants/ cashiers employed in commerce are far below from the English, German salaries, although it can be noted that they fit into the regional (Central -Eastern European) average

    The following table provides details of the percentage of tax wedges in the aforementioned countries (except Croatia), based on the publicly available data, published by the OECD. The figures in the table show the sum of personal income tax and employee social security contributions minus cash benefits as a percentage of gross wage earnings.

     

    The table illustrates that among the assessed countries, the tax wedge in case of a couple with two children, where only one of them is fit for work is the lowest in the Czech Republic and the highest in Germany. High level of tax wedge is also typical in Germany in case of a single person, however we note, that in this category Hungarian tax wedge is also considered high, in comparison with the assessed countries. 

    According to a survey carried out in 2018, more than half of the surveyed companies conducted an active recruiting process for the vacant positions. In the year of 2018, trade, manufacturing and other production and IT/technology industries were mainly affected with the above-mentioned recruitment process. Employee recommendations are considered by the interviewed companies, as the most effective source to fill a vacant position with the right person.

    What measures can be taken in order to increase the retention capacity of an industry, how can a company become more attractive for employees?

    One of the most important lessons to be learned from changes shaping the labour market, as mentioned in the introduction, is that the management of labour market’s problems is a joint responsibility of employers, employees and the government. The measures, taken by the Hungarian government were, for example, in one hand the employment protection action that has resulted in savings of HUF 600 billion for companies since 2013 and affected 900,000 employees or on the other hand the decision on the reduction of social contribution tax.

    What companies can individually do in addition to the aforementioned government actions to retain employees: promoting labour mobility (a common practice for larger companies is to provide transportation for employees, 70 to 80 kilometres for the factories), providing housing assistance (although, we note that tax exemption of housing assistance for mobility was discontinued as of 1 January 2019, therefore if the employer continues to provide such benefit to the employees, it is taxable benefit), and granting stable, predictable salaries and other benefits.

    Experience has shown that Hungarian employees, in addition to wages, value stability and the comfort of the working environment, while seeking employment. Comfort is enhanced by, for example, an ergonomically designed production line, wifi service, or a good working community could also be an important employee retaining force. Experience shows that about 50-60% of physical workers are considered to be stable and loyal to the company in the long term, but 20-30% of them are willing to change their positions even for the difference of thousands of forints

    Additionally, we would like to mention the difficulties concerning the recruitment of executive employees, who can be motivated with entirely different factors than physical workers. In this case, besides the exciting, interesting and challenging tasks, financial benefits and company car can be important factors. In case of office work, flexible work or even remote work options may be appealing for candidates

    By Eszter Kamocsay-Berta, Managing Partner, KCG Partners Law Firm

  • Noerr Advises ErlingKlinger on Financing from Banking Syndicate

    Noerr Advises ErlingKlinger on Financing from Banking Syndicate

    Noerr’s Budapest office has advised ErlingKlinger AG, a Frankfurt stock exchange listed innovative car part manufacturer, on its financing by a syndicate consisting of Commerzbank, Landesbank Baden-Wurttemberg, Deutsche Bank, DZ Bank, HSBC, and Banque Europeenne du Credit Mutuel.

    The parties signed the syndicated loan agreement documents on February 15, 2019.

    According to Noerr, ErlingKlinger AG is based in Germany, and “its global presence stretching from the US to Japan focusing on producing alternative car engine solutions including hydrogen-powered drive systems and electric drive units. The agreement covers a total volume of EUR 350 million over a minimum term of five years.”

    Noerr’s team was led by Partner Edina Schweizer.

    Noerr reported that the identity of counsel for the banks was confidential. 

  • Done on the Duna: Squire Patton Boggs Says “Bye” to Budapest

    Done on the Duna: Squire Patton Boggs Says “Bye” to Budapest

    Squire Patton Boggs has closed its Budapest office.

    According to a statement released by the firm, “earlier this year we closed our five-lawyer Budapest office. Since 1991, our Budapest office has played an important role in our cross-border offering and Central European practice, which also includes Bratislava, Prague, and Warsaw. We thank our colleagues in Budapest for all of their contributions to the firm and know they will continue to achieve success in their future endeavors. The firm remains fully committed to our Central and Eastern European clients and practice through our offices in Bratislava, Prague, and Warsaw.”

    The decision to close its office follows only a few months after long-time Budapest Managing Partner Akos Eros took a team from the firm with him to Wolf Theiss as reported by CEE Legal Matters on September 11, 2018, leaving Partners Akos Mester and Judit Kelemen responsible for the day-to-day management of the office. When contacted by CEE Legal Matters for comment about Squire Patton Boggs’ decision to close the office, Mester declined to comment.

    Squire Patton Boggs also has an office in Moscow. It closed its Kyiv office in 2017. 

  • Szabo Kelemen & Partners Joins Andersen Global

    Szabo Kelemen & Partners Joins Andersen Global

    Andersen Global has announced that it has entered into a collaboration agreement with Budapest’s Szabo Kelemen & Partners Attorneys, making Hungary the 38th country in which Andersen Global offers legal services, and the 46th country in which it is present.

    Andersen Global describes itself as “an international association of legally separate, independent member firms comprised of tax and legal professionals around the world. Established in 2013 by U.S. member firm Andersen Tax LLC, Andersen Global now has nearly 4,000 professionals worldwide and a presence in over 129 locations through its member firms and collaborating firms.”

    Founded over two decades ago, Szabo Kelemen & Partners began as the legal arm of EY in Hungary. “We started as part of the Big Four, and over the last several years, as we’ve watched Andersen Global grow and set the client service bar higher, it was fitting and natural that we join forces to provide our clients with the very best, seamless service across the globe,” said Tamas Szabo, Founder and Managing Partner at Szabo Kelemen. “We look forward working closely with our fellow collaborating firm in Budapest, OrienTax, as well as all the Andersen Global member and collaborating firms worldwide, to bring the very best service and solutions to clients.”

    “Tamas and his team bring the type of expertise, professionalism, and dedication that makes others stand up and notice,” said Mark Vorsatz, Andersen Global Chairman and Andersen Tax LLC CEO. “We are continuing to expand our capabilities in this region with the objective of becoming the standout legal and tax practice in the area. The combination of Szabo Kelemen & Partners and OrienTax make a very impressive and competitive platform for Andersen Global in Hungary.”

    Andersen Global initiated its presence in Turkey in 2017, working with Nazali Tax & Legal (as reported by CEE Legal Matters on July 17, 2018). Several months later Nazali Tax & Legal officially adopted the Andersen Global name (as reported on November 29, 2017).

  • Miklos Boronkay and Robert Dezso Made Partner at Szecskay Attorneys at Law

    Miklos Boronkay and Robert Dezso Made Partner at Szecskay Attorneys at Law

    Miklos Boronkay and Robert Dezso have been promoted to Partner at Szecskay Attorneys at Law.

    Szecskay Attorneys at Law says of Miklos Boronkay, who joined the firm in 2007 and will head the firm’s Dispute Resolution Practice, that “one of his main focuses is currently further developing the firm’s rapidly growing niche-practice within antitrust damages cases that includes a forthcoming hearing in a landmark case before the Court of Justice of the European Union.” In addition, the firm reports, “Miklos will also continue to advise clients in major international (ICC, UNCITRAL) and Hungarian arbitrations and in court proceedings. He will keep on acting as arbitrator listed on the Roll of Arbitrators of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry.” Among the matters he has worked on is a successful EUR 35 million representation of Taltoring Kft, a subsidiary of the Edmond de Rothschild group, before Hungary’s Supreme Court (as reported by CEE Legal Matters on December 15, 2017).

    According to Szecskay, “Robert Dezso will head the firm’s award-wining Tax & Customs practice having secured several landmark victories in court on behalf of clients and against the Hungarian Tax Authorities in recent years.” The firm describes him as having “exceptional & ninja-like abilities within tax law advocacy before the Hungarian Supreme Court,” and says that “drawing on his extensive advocacy experience, Robert also leads big-ticket litigation in other areas of commercial law.” Finally, the firm reports, “being a native German speaker, he is of tremendous value to the firm’s German Desk serving as trusted advisor to the firm’s many German and Austrian based clients. Robert also makes use of his strong business acumen to assist clients in all transactional matters – from start-ups, to M&A, to capital markets issues.” Among the matters he has worked on is advising DEZA a.s. on Hungarian aspects of its acquisition of Polish chemical company Petrochemia-Blachownia S. A. from BorsodChem Zrt. (as reported by CEE Legal Matters on November 9, 2017).

    According to the firm, “these promotions reflect the firm’s increased workload and strategic focus on specialized, high-ticket litigation as well as on advisory & contentious tax.”

  • Kapolyi Advises on AutoWallis IPO and Listing on Budapest Stock Exchange

    Kapolyi Advises on AutoWallis IPO and Listing on Budapest Stock Exchange

    Kapolyi has advised AutoWallis Plc., a new member of the Wallis Group specializing on automotive investments, on its February 7, 2019 IPO and listing on the Budapest Stock Exchange.

    According to a Kapolyi press release, “the event was attended by Mr. Tibor Veres, majority shareholder of Wallis Group, Mr. Zsolt Mullner, Chairman of the Board of Directors of AutoWallis Plc., Mr. Gabor Szekely, investment director of the company, and Mr. Richard Vegh, CEO of BSE. The Kapolyi Law Firm … was represented at the event by Jozsef Kapolyi, Managing Partner, Viktor Krezinger, leader of the [firm’s] capital markets’ practice group, and Adam Menyhart, Associate.”

    The Kapolyi Law Firm reports that it “managed and carried out the complex corporate law related transaction of capital increase in a value of 15.8 billion forints, and, simultaneously, the licensing procedure before the Hungarian supervisory authority of capital markets on the public bid of Wallis acquiring a qualifying majority as a result of the capital increase, as well as on the publication for the listing of AutoWallis Plc. on the stock exchange.”

    According to the Kapolyi Law Firm, Tibor Veres explained that “he is committed to the development of the Budapest Stock Exchange, as a number of prominent undertakings of the group has already benefited from the financing opportunities provided by the public operation. Alteo Plc., a majority-owned energy service provider and trader of the investment group, has been listed on the Hungarian stock exchange since 2010, while Wing Zrt., leading real estate developer and investor in the Hungarian real estate market, is one of the biggest bond issuers on BSE.”

  • Kinstellar Takes New Partner Gabor Gelencser from CMS

    Kinstellar Takes New Partner Gabor Gelencser from CMS

    Former CMS Senior Counsel Gabor Gelencser has joined Kinstellar’s Budapest office as Partner.

    According to Kinstellar, “Gabor Gelencser is among the top lawyers in Hungary when it comes to corporate/M&A transactions. He has over 15 years of experience handling a diverse range of cross-border and domestic corporate transactions including management and oversight of numerous mergers, joint ventures, due diligence exercises, and organizational restructurings relating to various industries and sectors, including real estate, telecoms, and financial institutions. Gabor’s practice and focus cover the entire spectrum of private and public M&A: cross-border and domestic share deals and asset deals both on the sell and buy side, private equity transactions, public takeovers, mergers/demergers, cross-border mergers, restructurings, joint ventures, W&I insurance matters, venture capital fund establishments, and high-value and high-profile deals.”

    Gelencser earned an LL.M. degree in International Business Law from Central European University in Budapest, and he holds a J.D. from the University of Pecs. He speaks Hungarian, English, and German and is admitted to the Budapest Bar.

    Kinstellar Hungary Managing Partner Csilla Andreko comments: “We are delighted that Gabor has joined our firm. Gabor’s, skill set, client relationships and experience representing both multinational corporations and Hungarian companies in complex domestic and cross-border transactions aligns with our focus to continue to expand our premier corporate and private equity M&A practice, both in Budapest and regionally. Gabor’s arrival will enhance the continued growth of Kinstellar’s M&A capabilities and will help us focus more on Hungarian M&A deals. We welcome him to the team and have no doubt that Gabor will make a significant contribution to the growth and future development of our corporate M&A practice.”

  • Hungary: ‘Slave Act’: Changes to Working Time Rules

    In Hungary, as is the case in other EU countries, recent economic growth has been accompanied by a labour shortage. This is largely due to Hungarian workers emigrating to other EU countries in search of higher wages and better living standards. According to statistics, approximately 5% of the country’s working-age population has emigrated to other EU countries in recent years.

    In parallel to this, several foreign investors have chosen to develop their production sites in Hungary, which has resulted in an increasing demand for workers. Under pressure to find a solution, the government introduced a new law to amend the working time rules, including by increasing the overtime limits and extending so-called ‘work-time cycles’.

    Since its adoption, the new law has come under close scrutiny from opposition parties and trade unions, and in December 2018 thousands of people took to the streets to protest what has become known as the ‘slave act’. In addition to the protests, many commentators have analysed the new law’s potential effects from several angles.

    Changes to overtime limits

    The amended overtime limits affect most employers and employees and have thus been the most heavily debated of the recent amendments.

    Contrary to many reports, the limits for overtime which may be unilaterally ordered by an employer remain unchanged (250 hours per calendar year or 300 hours per calendar year based on a collective bargaining agreement). However, employers may now order an additional 150 hours (or 100 hours where the limit is increased to 300 hours by a collective agreement) of overtime based on an individual agreement concluded with the employee. Thus, the maximum overtime limit has been increased to 400 hours per calendar year.

    This additional overtime (so-called ‘voluntary overtime’) has been heavily criticised – in some cases, rightly so – because employees are usually not in a position to freely agree to such overtime.

    Conversely, employees in certain sectors are willing to perform additional work for extra pay, in which case such agreements could be beneficial to both parties (employers will have greater flexibility in scheduling and employees who wish to perform overtime will be allowed to do so). Further, due to the labour shortage, employers are sometimes reluctant to require employees to perform too much overtime, as they could risk losing their workforce to competitors.

    The rules governing the maximum daily working times and rest periods remain unchanged.

    Changes to work-time cycles

    Another significant change is that employers and trade unions may agree via a collective bargaining agreement to apply a work-time cycle of 36 months where this is justified by objective technical reasons or reasons relating to work scheduling. This is a significant increase, as the previous limit was 12 months.

    Where no collective bargaining agreement exists, work-time cycles may last for four months or 16 weeks (or six months or 26 weeks for certain employee groups). These rules remain unchanged.

    The setting of a work-time cycle is relevant for employers which need flexibility in work-time scheduling and use a ‘working time-type framework’ (ie, the employer can schedule working hours unevenly during the cycle – keeping in mind the weekly maximum working time of 48 hours and the required rest times – so that the weekly maximum working time limits are fulfilled, on average, during the work-time cycle).

    The recent amendments have introduced a rule which further fosters such flexibility, as it allows employers to meet the weekly maximum working limit of an average of 48 hours over a 12-month cycle if this is agreed in a collective bargaining agreement – even if the actual length of the cycle is shorter.

    Any work performed outside the scheduled working hours, or in addition to the set framework, must be considered overtime. As overtime payments are normally due only once the scheduled work-time cycle has ended, the extension of the maximum length of a work-time cycle could allow employers to defer overtime payments to employees for up to three years.

    The exact application of the new work-time cycle rules in practice remains to be seen. That said, trade unions will likely ask for certain guarantees regarding payment terms before agreeing to extend the maximum length of a work-time cycle.

    Comment

    The exact implications of the new rules cannot be predicted. Supporters of the new rules state that they will provide those seeking additional work and earnings with a means for attaining them. It is also believed that the more flexible rules on work scheduling will attract multinationals and foster further foreign investment in Hungary.

    Only time will tell whether these expectations will be fulfilled or whether further changes will be required in order to better protect employees’ rights. 

    By Daniel Gera, Counsel, Dorottya Gindl, Associate Schoenherr