Incorporation of company in Croatia!

1. Odvjetnički ured & Ured za mirenje
CIKAČ
Incorporation of company in Croatia!
 Vlatka Cikač, attorney-at-law & mediator
 Zagreb, 09th of October 2014
 in cooperation with:

2. Legal possibilities of starting company in Croatia
 so, You have business idea
 You prepared a business plan
 You want to start a business in Croatia
 You are thinking about starting a company
What are legal possibilities in Croatia?

3. Legal framework
 Croatian Companies Act / Zakon o trgovačkim društvima
 Commercial court
(Zagreb, Varaždin, Osijek, Rijeka, Split, Zadar, Bjelovar)
 Public notary
 Attorney-at-law

4. List of companies forms
 Private limited company/ limited liability company (d.o.o.)
 Simple private limited company (j.d.o.o.)
 Public limited company (d.d.)
- based on capital
 General partnership (j.t.d.)
 Limited partnership (k.d.)
- based on partnerships
 Economic interest association (GIU)
What is most common form in everyday business?

5. Incorporation of companies -d.o.o./j.d.o.o
 private/limited liability company (d.o.o.)
 simple private limited company (j.d.o.o.)
Advantage: limited liability
What is the difference?
 d.o.o. – share capital/ nominal value 20.000,00 HRK
 j.d.o.o. – share capital/ nominal value 10,00 HRK
Specialties/limitations by j.d.o.o.:
 max. 3 founders
 only ONE director
 there can be prokurist / authorized representative
 some specialties regarding share capital

6. First step and what follows…
 First step: visiting lawyer
 Second step: visiting public notary
 Third step: Commercial court
Why in this order?

7. Devil is in the detail!
 Lawyer
- prepares company documents taking care of all
details You are going to need later, when the
company starts working
 Public notary
- takes care for the correct legal form and court
procedure
 Commercial court
- gives permission to enter the company in the
Company register

8. Basic points for further decisions…
 purpose - gaining profit by permanent performance of
commercial activity
 company name
 registered office/seat (Zagreb) vs. business address
(Ilica 253, special decision of company members)
 scope of commercial activities performed by the
company (list of activities)
 share capital

9. Who is the founder?
 Statement of incorporation – one founder /sole
proprietorship
 Company Agreement – two or more co-founders

10. Company name
 company shall perform commercial activity under the
company name
 company name should be clearly different from the
name of other company
 it has to be in Croatian language or official language of
European Union
 words like „Croatia/Hvatska“ and similar can be used just
with special permission
Always check availability of the company's name!

11. Share capital
 d.o.o. – share capital/ nominal value 20.000,00 HRK
 j.d.o.o. – share capital/ nominal value 10,00 HRK
Share capital can consist of:
 Money (with j.d.o.o.-only!)
 objects (described + defined value by estimator)
 rights (described + defined value by estimator)

12. Business stake or single share
 business (equity) stake – more business owners
 single share – sole proprietor/ sole owner of a business
Share capital of the company is composed of:
 one founding single share
 two or more business (equity) stakes
Single share/Business stakes can be:
 transferable and divisible
 may NOT be divided and transferred in entirety or in part
(limitations)

13. Managing bodies of the company
 Management Board
 General Assembly
 Supervisory Bord – not necessary

14. Management Bord
 member of the Management Board – Director
 in charge of the representation and business activities of
the company
 consist of one or more directors who are appointed by
the decision of the company member
 represent the company individually and independently /
joint with another director/prokurst / collectively
 certain restrictions of authority of the Management Board
may be determined - special decision of the Company
member (not affect third parties)

15. General Assembly
 highest managing body
 the General Assembly of the Company shall meet at
the registered office of the Company
 decides with ¾ or majority

16. In the case of foreign founder of LLC
Documentation regarding registration of the company can
be done in 2 ways:
foreign investors comes to Zagreb in order to sign the
documents in personal
by special power of attorney
Obligatory documentation (need also for OIB No.):
Register Excerpt for the foreign investor company
in original
not older than 30 days (in the moment of entering in the
court register)
translated into Croatian language

17. Emerging costs
Obligatory to be paid to execute all the necessary legal
procedure regarding setting up the above mentioned
company
Public notary fees cca. 500 EUR/100 EUR
Commercial court fees cca. 200 EUR/100 EUR
Publication of the registration data in Official Gazette of
the RofC cca. 200 EUR/100 EUR
Company seal and statistical number cca. 50 EUR
Opening of a Business Bank account cca. 50 EUR
Certified translations of the foreign documents with
verification
Lawyers fee – depends on the scope of activities

18. Final steps…
 submit the Application for Registration at the Commercial
court (usually done by lawyer / public notary)
 new company gets entered into Court Register
 get court decision that the company is established
 get statistical No.
 obtain company seal
 open bank account
Start business!

19. Thank You for Your Attention!
Odvjetnički ured & Ured za mirenje
CIKAČ
Vlatka Cikač, attorney-at-law & mediator
091/566 9667
ured@cikac.com
www.cikac.com