Structured Finance and Securitisation 2010

Practical Law Company Cross-Border Handbooks 2010, page 105-111

THE SPECIAL PURPOSE VEHICLE (SPV)

Establishing the SPV

4. How is an SPV established in your jurisdiction? Please explain:
- What form does the SPV usually take and how is it set up?
- What is the legal status of the SPV?
- How is the SPV usually owned?
- Are there any particular regulatory requirements that apply to the SPVs?

There is no special regulation relating to the establishment of an SPV, so the general corporate rules (Companies Act IV of 2006) apply. However for an SPV to issue bonds or similar securities, it must be an organisation with legal personality, typically a limited liability company or company limited by shares. The trust concept is not recognised in Hungarian law. Limited liability companies can only issue bonds. Companies limited by shares can issue either bonds or shares. The initial capital of a limited liability company must be at least HUF500,000 (about US$2,680). In companies limited by shares the initial capital must be at least HUF5 million (about US$26,850) in a private company, and HUF20 million (about US$107,380) in a public company.

Purchasing receivables can be regarded as factoring or another type of financial service, and providing financial services requires a licence from HFSA. To obtain this licence, the initial capital of the SPV must be at least HUF50 million (about US$268,460).

The Bill would introduce special rules for SPVs, which could be set up either as a securitisation company (limited liability company or company limited by shares) or a securitisation fund (investment fund). The Bill would also provide an explicit exception so that a securitisation transaction carried out by an SPV would not be considered as a financial or investment service.

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