Comments on the Transfer of Business Shares in Limited Liability Companies under Hungarian Law: Transfers between Members

Abstract

The study examines the transfers of business shares between members of Hungarian limited liability companies. It argues that the statutory principle of free transferability under Section 3:166 of the Hungarian Civil Code is dispositive, allowing the articles of association to introduce transfer restrictions and organizational mechanisms beyond the priority acquisition right envisaged as a facultative possibility by the statute. The analysis covers approval and prohibition clauses, personal and ownership thresholds, startup-specific arrangements, and contractual buyout mechanisms between members. The limits of contractual autonomy are defined by minority protection, the prohibition of abuse of rights, and the preservation of an effective exit opportunity for members.