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Shareholders of a Croatian Company

Updated on Thursday 25th April 2019

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Shareholders-of-a-Croatian-Company.jpgLimited liability companies, joint stock companies, partnerships and joint ventures are among the available business structures in Croatia which can be established by one or more shareholders. There are several rules to consider as a stockholder in Croatia and our company formation agents in Croatia can provide detailed information in this matter plus support for company incorporation, regardless of the chosen business entity an investor decides for.
 

How many shareholders can establish an LLC in Croatia?

 
At least one shareholder can set up a DOO in Croatia or a limited liability company and can benefit from an easy incorporation and fewer formalities involved. Such a company can be established if the shareholders deposit the minimum share capital of EUR 2,500 or HRK 20,000 in a Croatian bank account. Here are a few facts to consider as a stockholder of a company in Croatia:
 
  • The shareholders need to provide information about the business purpose, activities, residence, citizenship, etc.
  • The stockholders need to choose a business name and then check with the registration authorities if it is available.
  • The management board of the company needs to be appointed by the owners.
  • The shareholders normally choose the representative of the firm in Croatia.
  • According to the Croatian laws, the shareholder can also be the director or the president of the company.
 
Foreign and domestic investors can easily open a company in Croatia, in respect with the applicable laws, like the Commercial Code or the Company Act. Let us remind that entrepreneurs can benefit from complete services provided by our team of company formation representatives in Croatia in matters of company registration in Croatia and many more.
 

The limited liability of shareholders in Croatia

 
The limited liability of a shareholder of a company limited by shares means that the stockholder is not liable for the obligations and the acts in the firm. Moreover, the liability of the owners is limited to their shares, mentioning that the company has a separate legal personality or, in other words, distinct liability to any members in the business. In exceptional cases, the personal liability of a shareholder can be lifted in the court of law. This might occur in cases of fraud or illegal trading on the market, and in case the company was formed to act in front of illicit businesses.
 

Do I have limited liability for company debts?

 
Yes, company shareholders are liable for the debts registered in the firm not exceeding the value of their shares. In simple words, the liability for the debts will not surpass the amount of investments you entered in the Croatian company. Shareholders who are also company directors should pay attention to the following:
 
  • They are personally liable if they dispose of company assets below the value of the market.
  • The liability is applicable if they raised funds to reimburse creditors through illegal methods.
  • They are liable for company debts if they formed an overdrawn director’s loan.
  • A shareholder continues to trade even if the company is insolvent.
 
It is important to know that a shareholder enjoys several rights: he/she needs to receive dividends, can participate in corporate actions and meetings and must obtain any reports made in the firm. Forming a business is not a complex procedure, however, foreigners are recommended to get in touch with our team of company formation specialists in Croatia and ask for comprehensive assistance and information.
 

Opening an LLC in Croatia

 
The limited liability company is the most common business structure in Croatia and the type of entity anyone can establish in compliance with the governing business laws of this state. One or more shareholders can decide on opening an LLC in Croatia drafting the minimum share capital of EUR 2,500. Among the conditions for setting up an LLC in Croatia, the following are of high importance:
 
  1. The Articles of Association and the Memorandum of Association need to contain information about the shareholders of the firm and about the activities.
  2. A board of directors and a representative need to be appointed.
  3. Opening a Croatian bank account is the next thing to do, in order to deposit the minimum share capital.
  4. The registration for taxes and social contributions are mandatory.
  5. As a post registration condition, the company needs to have a stamp.
 
Once the Croatian Trade Register issues the certificate of incorporation, the company needs to be registered for tax purposes and obtain the taxpayer status before commencing any kind of operation.
 
We kindly invite you to contact our team of company formation specialists in Croatia if you need support for opening a company in Croatia as a foreign investor and if you want to know detailed information about the rights and liabilities of a shareholder in the firm.
 
 
 

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Call us now at +385 95 9981 628 to set up an appointment with our consultants in Zagreb, Croatia. Alternatively you can incorporate your company without traveling to Croatia.

As a Law Firm Ivan Župan 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.

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Mihai Cuc, Partner of
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www.romanianlawoffice.com

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