On 10 December 2025, the Hungarian Parliament adopted an act amending various laws governing the financial intermediation system. This Amendment Act supplements Section 5 of Act CXX of 2001 on the Capital Market by introducing a statutory definition of “corporate bond,” which had not previously been defined in Hungarian legislation. By establishing this definition together with a uniform legal framework, law makers hope to ensure consistent regulation of corporate bond restructurings.
The new regime applies to corporate bonds issued on or after 14 February 2026. For corporate bonds issued before that date, the new regime may be incorporated into the bond terms by amending the corporate bond.
What is a corporate bond?
A corporate bond is a dematerialised bond issued by an economic entity or the branch of a foreign economic entity that is not a credit institution, financial institution, investment firm, or manager of a collective investment scheme.
Amending bonds under the new regime: bondholder meeting
The Amendment Act has introduced the bondholder meeting as a new concept, which was previously not included in the Capital Markest Act, although it was used by market participants from time to time when documenting the various bond terms. Upon the entry into force of the new provisions of the Capital Market Act, amendments to corporate bonds must be adopted at a bondholder meeting. A bondholder meeting is not required for purely administrative changes, such as changes to the bond’s name, number of bonds, nominal value, or publicly registered issuer details. In all other cases, a bondholder meeting must be convened.
Initiating the bondholder meeting
The issuer may initiate a bondholder meeting by publishing an invitation in the Company’s Gazette (Cégközlöny) to all bondholders of the relevant series. The invitation must specify, among other things, the time and place of the meeting and the proposed resolutions, (including the exact wording of the proposed amendments to the bond terms.
Only entities qualifying as bondholders on the date of publication of the invitation in the Company’s Gazette are entitled to participate in the meeting. The issuer determines bondholder identity through an ownership identification procedure. It is important to note that the transfer of bonds occurring after the publication date does not affect the right of the identified bondholder to attend and vote at the meeting.
Decision-making and voting thresholds
A resolution may be adopted if all bondholders are present and unanimously approve the proposal. Any resolution adopted by a majority of less than three-quarters is null and void if it amends capital, interest, the payment schedule, or the currency. In all other cases, a simple majority of at least 50% plus one vote is sufficient.
The meeting may be held in person or in writing. The issuer must ensure participation by electronic means, which will qualify as personal attendance. A written decision may be taken by notarial deed or by a private document with full probative force. Bondholders representing at least 10% of the voting rights can request that the meeting be held in person.
Each bondholder has the right to vote. The issuer is excluded from voting. Voting rights are proportionate to the nominal value of each holder’s bonds in the relevant series according to the total nominal value of that series. For the purposes of calculating voting rights, quorum, and decision-making thresholds, any bonds held by the issuer are disregarded.
Amendment of corporate bonds
Within three business days after the bondholders’ meeting, the issuer must publish the adopted resolution in the Company’s Gazette. Within four business days, the issuer must instruct the central securities depository (KELER) to amend the bond. KELER exercises a supervisory function and will only amend the bond if both the amendment and the amendment process comply with the law and the bond terms.
Permitted deviations from the statutory bondholder meeting rules
The statutory rules governing bondholder meetings are generally mandatory. Deviations are allowed only where the Capital Markets Act expressly permits them. For bonds issued with a published prospectus, deviations are permitted only to a limited extent, whereas a broader range of deviations is allowed for bonds issued without a prospectus.
Any deviation from the Capital Markets Act must be set out in the terms of the corporate bond.
Judicial challenge of resolutions
A bondholder may bring an action to annul a resolution within three business days following its publication in the Company’s Gazette on the grounds that it contravenes applicable law or the bond terms. If no publication occurs, the action must be brought within ten business days from the adoption of the resolution. A bondholder who voted in favour of the resolution cannot challenge it. Until a final court decision is rendered, KELER cannot implement the amendment. Proceedings are expedited, handled as a priority, and extraordinary legal remedies are excluded.
Secured corporate bonds
Where bonds are secured by a guarantee, the existence of that guarantee must be indicated in the bond (previously, only suretyship was required to be indicated). The guarantee agreement or guarantee undertaking must be deposited with KELER CCP Central Counterparty Ltd. Any amendments to those documents must also be deposited. An interesting feature of the regulation is that KELER can disclose the guarantee agreement or guarantee undertaking to a specified group of persons upon request.
For more information on the Amendment Act and capital markets in Hungary, contact your CMS client partner or the CMS experts who contributed to this article.
The article was co-authored by Viktoria Dorusak.
