CompanyFormationCroatia.com offers all the necessary actions in order to incorporate a company or partnership in Croatia, it also provides 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, that can be signed through a power of attorney,
- the passport copies of the shareholders,
- the specimen signatures,
- 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.
Types of business entities in Croatia
A private limited liability company (D.O.O. – Drustvo s Ogranicenom Odgovornoscu) incoporated in Croatia is a legal entity for small and medium size businesses formed by at least one shareholder with a minimum share capital of at least 2,850 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 13,500.
The members’ liability is limited to 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),
- information regarding the rights and obligations of the members and procedures which needs to be followed in case of liquidation or transformation.
A public limited liability company(A.D.) is incorporated in Croatia by at least one founder, with a minimum share capital of approximately 2,5000 EUR divided into shares and it is designed for large businesses. The similarity with the Croatian private limited liability company 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. sit the articles of association which contain all the internal regulations of the company.
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 benefit 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 type of 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”.
Incorporation procedure in Croatia
In the beginning, the entrepreneurs must check the uniqueness of the name chosen 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. The company becomes member of the Chamber of Commerce in Croatia once all the documents are submitted.
The next step of company incorporation in Croatia consists in registering at the tax administration office 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 receives 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,
- 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.
Economy overview in Croatia
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 is 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.
For more details about setting up a company in Croatia, you may contact our specialists in company formation.
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Call us now at +385 1 2866 580 to set up an appointment with our lawyers in Zagreb, Croatia. Alternatively you can incorporate your company without traveling to Croatia.
As a Game of numbers j.d.o.o. client, you will benefit from the joint expertize of local lawyers and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Croatia.