A foreign company may choose to perform business activities on the Croatian territory through a branch. This is 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;
- there must be a guarantee that a Croatian investor may open a branch in the foreign country under the same circumstances as a foreign company sets up 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 and if it’s a partnership, the name and details of the general partners,
- the name and details of the branch’s appointed representative.
Besides the following documents, there is a need for a certified Croatian translation for: 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.