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Company Registration in Croatia

Updated on Tuesday 16th October 2018

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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.
 
 
We invite you to watch a short video about company formation in Croatia, presented by our specialists in company registration:
 

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The process of company incorporation in Croatia

 
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 of the new company in Croatia;
  • the specimen signatures (legal support in this sense can be offered);
  • the special forms from the registration office (certain fees might be imposed in this sense).
 
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.
 

What types of business entities can I open in Croatia?

 
A private limited liability company (D.O.O.Drustvo s Ogranicenom Odgovornoscu) incorporated 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 HRK 20,000 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 HRK 200,000.
 
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;
  • complete information about the future activities of the company in Croatia;
  • details regarding the authorized capital or the minimum share capital;
  • information about the amount of each member’s contribution;
  • 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 HRK 200,000 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 opened and the minimum share capital has to be deposited. The company becomes a 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 of:
 
  • an application found at the local office where the registration takes place;
  • a proof of company incorporation in Croatia (the registration certificate);
  • the tax identification number to prove that the company is a taxpayer;
  • registration form for each employee you wish to hire in the company.
 
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. We can also help you with information if you want to start a business in the Netherlands or Macedonia
 

How can I open a Branch in Croatia?

 
Foreign investors who want to expand the operations in Croatia can set up branches under certain conditions. In this sense, the parent company must provide documents at the time of registration, details about the local representative of the branch, a guarantee that the entrepreneur will set up such entity with the same type of activities as the foreign business. Details about the board of managers must be provided with the Articles of Association.
 

How can I open a subsidiary in Croatia?

 

Foreigners can easily register subsidiaries in Croatia and can benefit from the advantages of such a business structure formed in this country like the double taxation agreements, in compliance with the Commercial Code and the Companies Act. Subsidiaries can be set up through private limited liability companies with a minimum share capital of HRK 20,000, or registering public LLCs if a minimum share capital of HRK 200,000 is provided through a local bank.
 

What are virtual office services in Croatia?

 
A virtual office in Croatia represents a set of services destined for foreign investors who do not want to set up traditional offices for their future companies in this country. It is good to know that virtual office services are subject to low costs. A notable business address, a local phone number,  incoming and outgoing faxes, mail collection and forwarding, collection of bank statements, call redirecting, and a private phone number can be provided for foreign entrepreneurs interested in virtual office services in Croatia. Our team of advisors can offer complete information on this matter.
 

What is a shelf company in Croatia?

 
Shelf companies in Croatia are ready-made companies which can be purchased by foreign investors in Croatia. It is good to know that a shelf company comes with varied benefits like an easy access on the market, complete transfer of the ownership with less bureaucracy, and time efficiency because such entity is already incorporated in Croatia.
 

What is a holding company in Croatia?

 
A holding company in Croatia is the type of enterprise formed in a legal manner and that controls the shares and the management of other companies registered in this country. Among the advantages of a holding company in Croatia it is good to know that the personal assets of the investor are protected, there is no corporate income tax and no withholding tax imposed on the annual distributions to stockholders in the firm. Moreover, with a holding company, the investors can raise funds and can use varied debt instruments at specific periods. The right to assess the business implementations in a holding company in Croatia is at the disposal of the company owners who also have the power of firing managers or directors if under-performance is detected.
 

Liaison office in Croatia

 
Promoting the commercial interests and activities by foreigners in Croatia can be done with the help of a liaison office which can be established in respect with the Croatian Trade Act. A liaison office does not have financial operations and no related activities, but it can develop a series of marketing and advertising activities. Also, a liaison office is seen as an intermediary office between the company from abroad and the future collaborators in Croatia, and will only promote the operations of that foreign company. It is good to know that a liaison office in Croatia can be easily registered with an application form that contains information about the parent company and its activities, and about the representative who will be in charge of the operations of the liaison office in Croatia. Investors from overseas can talk to our specialists and find out how we can help in matters of liaison office registration.
 

Can I change the company type in Croatia?

 
Yes, investors looking to expand their businesses and turn a private limited liability company into a public one may do so in compliance with the Company Act in Croatia and the related provisions. The company type change is done with the Trade Register in Croatia, the same institution that supervises and accepts the formation of companies in this state. The resolution issued by the managers of the firm, the financial report issued by an official auditor in Croatia and a legal statement showing the company needs to extend and change the business structure are among the necessary documents for such operation.
 

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 in 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 in Croatia.
 

 

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