GÁBRIŠ, T., JANÁČ, V.: Shareholder and the company. Three centuries of evolution. Právny obzor, 105, 2022, special issue, pp. 14-28
https://doi.org/10.31577/pravnyobzor.specialissue.2022.02
The development of business organisations and commercial law as such in the Kingdom of Hungary was gradual. We may add that it was belated, as compared to other Western European countries, but also Austria. This is also documented by historical events, where the onset of the modern age in the Kingdom of Hungary dates back to 1526; the Industrial Revolution has also begun later, given the rural character of Hungary, that also preserved its nature during the Austro-Hungarian Monarchy. After the end of World War I and the formation of Czechoslovakia, intensive reform and unification efforts were underway in the law of business organisations. World War II frustrated these efforts. The period that followed after the end of the war was not a propitious time for the commercial law either. The monopoly held by the Czechoslovak Communist Party meant liquidation of private businesses and a centrally controlled economy. Changes were not brought before the events after 1989, or 1993 (associated with the formation of an independent Slovak Republic).
Key words: The Kingdom of Hungary, Austro-Hungarian Empire, corporate law, partnerships and corporations, shareholders, creditors protection, start-ups, simple jointstock company
Introduction
Back in the medieval Kingdom of Hungary, commercial law did not exist as a separate field of law,
1)
as follows from the relatively late theoretical structure of dividing the legal system into fields of law. However, some aspects of trading were regulated by royal decrees and statute articles of the Diet. Most of the fundamental questions related to the commercial legal relationships was subject to regulations of city rights and guild statutes. Merchant rights were, back then, subjective, regarded as status
2)
and were originally not objective rights understood in the context of a set of legal rules or standards in a fixed form and enforceable by a steady system of authorities. It was only gradually that the merchant law evolved as an objective right. But even then, the law of merchants did not take the form of written rules of law and not even occasionally explicit provisions in city books contain provisions of substantive law, much rather questions of jurisdiction - primarily in the form of exemption (privileged status) of merchants from common
1. The Modern Period and Enlightenment Absolutism in the Kingdom of Hungary
In Austria that was ahead of the Kingdom of Hungary in the development of commerce and commercial law, state rules regulating commercial law were adopted several centuries before they were in the Kingdom of Hungary, as early as the late 17th century. Trading books were introduced as early as 1693; in 1717, the law on bills of exchange and a regulated structure of the commercial judiciary was introduced, insolvency law was regulated by Insolvency Code of 1734. In 1787, a court decree ordered that merchants must be registered in a commercial court.
3)
Due to abrupt boom of trade and the attraction of foreign models, even in spite of defiance of Austrian law that was also forcefully spread in the Kingdom of Hungary in the age of enlightened absolutism, Hungarian elites had come to understand the necessity of statutory regulation of this area of social life, although naturally with deviations that accounted for Hungarian circumstances and legal traditions. Curia regis, as the supreme court of the Kingdom of Hungary, was concerned with own provisions of commercial law and bills of exchange under the reign of Joseph II and drafted a bill of the respective code (Codex Cambio-Mercantilis) in 1781.
4)
In 1787, also the Tabula Regia (Royal Table) (a lower bench of the supreme court)
5)
drafted a new Codex Cambio-Mercantilis according to the German model. A special codification committee entitled
deputatio in juridicis
(for legal questions), established under Law No. 67/1790, thus had a basis to rely on, when working on projects of the merchant and bill of exchange law and the code of commercial justice as one of the tasks vested in it by a statute article.
According to the regulation, bigger (
dittal
) and smaller (
minutary
, All-Ingrosso) merchants were obliged to be registered in a commercial court, whereby under the bill of exchange bill, the record had to comprise of the following: a) name and type of business activity; b) age supported by an authentic document; c) capital (under Section 10 of Article 1, bigger merchants had to document a capital of least 10 thousand Florens to be recorded, while the smaller ones had to prove they had 4 thousand); d) list of members, including the dormant ones; e) year and date of formation; and f) contents of the deed of foundation. Even minors could become businessmen, provided they had a tutor, and also noblemen if they fulfilled the capital requirement (not subject to
aviticity
). Any person who would not obtain the official consent, that is obtained a dissent to their registration, would have the right to appeal to the ruler through the court office of the Kingdom of Hungary. Soldiers, sensals (business intermediaries) and the clergy were explicitly exempt from the cap
