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Company Formation Croatia

Company Registration in Croatia

Updated on Tuesday 05th August 2014

Company formation Croatia. com offers all the necessary actions in order to incorporate a new company or partnership in Croatia, also offers all the necessary details for incorporating a branch, a subsidiary or a representative office.
Croatian company formation is based on a series of documents such as the articles of association (which can be signed through a power of attorney), the passport copies, the specimen signatures and the special forms from the registration office. Anyhow, it is important to keep in mind that all procedures for company formation in Croatia must be performed through a public notary. A registered office is also necessary for setting up a company in Croatia. It is also required to have a bank account and a local accountant before incorporating a company in Croatia.
Companyformationcroatia.com is part of Bridgewest.eu, an European Company Formation Agent based in Cyprus, created for international clients who are looking for opening companies in other countries, such as Netherlands, France or Italy. Also, our law firm in Cyprus is ready to provide clients with qualified and personalized consultancy for all clients requesting it.
Opening the basic form of business in Croatia. A Drustvo s Ogranicenom Odgovornoscu (D.O.O.  – Croatian private limited liability company)incoporated in Croatia is a legal entity for small and medium business formed by at least one shareholder with a minimum share capital of at least 2850 EUR divided into stakes. As a particularity, due to the Croatian Law on Foreigners the non-EU citizens willing to incorporate a Croatian D.O.O must provide a minimum share capital of EUR 13500.The members’ liability is limited in the amount of invested capital. In case the Croatian D.O.O is facing troubles such as liquidation or bankruptcy, the personal assets of the members are protected. The documents standing at the base of the private limited liability company are the articles of incorporation (in case there are more than two founders) or the statement of establishment (in case there is only one founder) and must contain: details regarding the representatives, the name of the company and the address of the registered office, the activities performed by it, details regarding the authorized capital, amount of each member’s contribution, details on the availability date (if necessary), details regarding the rights and obligations of the members and procedures which needs to be followed in case of liquidation or transformation.
An A.D, the public limited liability company is incorporated in Croatia by at least one founder with a minimum share capital of approximately 25000 EUR divided into shares and it is designed for large businesses. The similarity with the Croatian private limited liability companies comes from the fact that the liability of the members is limited by the contribution to the capital. The management of this type of company is assured by the management board (with at least one manager), the supervisory board (with at least three members) and the general meeting of the shareholders. The last one is the main body for taking major decisions related to the appointment of all the other bodies of the company, the revision of the foundation deeds, the increase or decrease of capital. At the base of each Croatian A.D sits the articles of association which contains all the internal regulation of the company.
Minor forms of business. A Croatian general partnership is a type of business adopted by two or more partners fully liable to cover with their personal assets the company’s debts in case of liquidation and who can beneficiate from the profits after paying all the specific corporate taxes. The name of the Croatian general partnership must be composed by the name of the partners followed by the termination “JTD”. No share capital is necessary to start this business.
A limited partnership is a form of business incorporated in Croatia by two or more persons with different statutes in the business. There is at least one general partner, fully liable with his assets for the company’s debts and one limited partner with liability limited by his contribution to the entity’s capital. Only the general partner may represent the partnership on the market. Just like in the case of the general partnership, there is no need to submit a minimum share capital at registration. Usually, the name of this type of partnership is formed by the general partners’ names followed by the termination “KD”.
In the beginning, the entrepreneurs must check the uniqueness of the name chose for the business at the Financial Agency of Croatia. If the name is available, the founders must notarize the memorandum of association, or the company charters along with the application for Court Registration and the director’s statement of acceptance of the appointment. All the documents must be accompanied by a certified translation into Croatian. 
After that, a bank account must be open and the minimum share capital has to be deposited in it. All the notarized documents such as the company’s articles of association, the certificate of name uniqueness, the amount of capital and the bank certificate stating it. The company becomes member of the Chamber of Commerce in Croatia once all the documents are submitted. 
The next step of company incorporation consists in registering at the tax administration office in Croatia for paying the VAT and employee income tax. The application can be submitted at the several administrative offices located throughout Croatia. As a result of registration the company is receiving a unique tax identification number.
The last step of the incorporation consists in the registration at the Croatian Pension Insurance Institute and the Croatian Institute for Health Insurance no later than 15 days from the incorporation. The necessary documents consist in an application, a proof of incorporation, the tax identification number and registration form for each employee. After company registration in Croatia is completed, the business can begin its activity after you hire an accountant. We can recommend you specialists in accounting in Croatia and other European countries, such as Romania
As far as the economy of Croatia is regarded, the country is quite powerful and well-developed. The main income is brought in the country by fields like production, trading or tourism. Starting a company in Croatia has the advantage to benefit from rich natural resources offered by the country itself. This the reason why the nation is situated on a top position as far as the production rates in Europe are concerned.
When it comes to foreign investments, the Croatian government encourages starting companies in Croatia and offers important incentives for developing the business environment. In this way, foreign investors can find Croatia a rather comfortable destination for business incorporation and investment.


Establish a Branch in Croatia

A foreign company may choose to perform business activities on the Croatian territory through a branch. A branch opened in Croatia it’s not considered a legal entity and all its actions are controlled by the parent company, which has full liability on it.

There are certain conditions that have to be accomplished before registering a branch in the Croatian Chamber of Commerce: the parent company must be legally registered in the country of origin and proofs of its existence must be available, the branch’s representative must be a Croatian resident and the last conditions is to exist a guarantee that a Croatian investor may open a branch in the foreign country under the same circumstances as a foreign company is opening a branch in Croatia.

The registration of a branch in Croatia is made based on a notarized application which contains: the name and registered office of the parent company, the name and the registered office of the branch, the type of business performed by the parent company and the branch, if the parent company is based on a share capital the amount of this capital, if it’s a partnership the name and details of the general partners, the name and details of the branch’s appointed representative.

The following documents must be followed by a certified Croatian translation: statements from the foreign register where is stated the type of company and the registration date of the parent company, the decision of incorporating a branch, the articles of association or the memorandum of association of the foreign company, the previous year’s balance sheet of the parent company.

The above documents must be deposit at the Croatian Chamber of Commerce. Any action performed by the branch before registration is considered void.

If a foreign company decides to open more than one branch in Croatia, it must apply for registration for each one of them and it has the obligation to nominate a representative in each of these branches. In special circumstances, the same person may be nominated for all these branches.

The Croatian Accounting Act and the International Accounting Standards are stipulating that the branches must keep records of the financial transactions, just like other registered companies in Croatia.

Also, a bank account must be opened in order to perform financial operations and to deposit the initial capital. It’s the foreign company’s responsibility to open these bank accounts.

Partners: Czech Company Incorporation, Company Formation Denmark, Open Company CyprusРегистрация фирм в Хорватия

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