1. What types of company can be formed in Croatia?
The following are recognised as legal forms of company in Croatia:
- Public limited company: dioničko društvo (d.d.)
- Limited liability company: društvo s ograničenom odgovornošću (d.o.o.)
- Simple limited liability company: jednostavno društvo s ograničenom odgovornošću (j.d.o.o.)
- Public commercial company: javno trgovačko društvo (j.t.d.)
- Limited partnership: komanditno društvo (k.d.)
- Economic interest grouping: gospodarsko interesno udruženje (GIU)
- European economic interest grouping: Europskog gospodarsko interesno udruženje (EGIU)
2. What is the minimum share capital for each company type in Croatia?
Partnership-type companies do not have a minimum capital requirement.
Capital-based companies have the following minimum capital requirements:
- Public limited company (d.d.): 200,000.00 HRK
- Limited liability company (d.o.o.): 20,000.00 HRK
- Simple limited liability company (j.d.o.o.): 10.00 HRK
3. Are there any requirements relating to company management in Croatia?
Any person with full legal capacity may be a member of the management board. Articles of incorporation may stipulate terms and conditions for appointment of members of the management board.
The following persons may not be appointed as members of the management board:
- Persons convicted for criminal acts of misuse of bankruptcy, misuse during bankruptcy proceedings, favouring of creditors or violation of obligation to keep commercial and business records, stipulated in the Criminal Code of the Republic of Croatia, for the period of five years from the date of valid and enforceable ruling, taking into consideration that time spent during imprisonment is not calculated into this period.
- Persons against whom precautionary measures were imposed prohibiting them to perform an occupation which is entirely or partially included in the commercial activity of the company, for the period of duration of such prohibition.
4. What documents are required for company formation in Croatia?
The following documents are necessary in order to incorporate a company:
- a request for the inscription of the company in the court registry;
- personal identity cards or passports of shareholders;
- personal identity cards or passports of members of the management board;
- incorporation documents (articles of incorporation or memorandum of association);
- a decision on the appointment of members of the management board;
- a list of shareholders and members of the management board;
- a statement on acceptance of appointment of members of the management board;
- notarized signatures of members of the management board;
- a shareholders’ statement on the non-existence of due liabilities for public payables;
- a bank certificate showing payment of share capital; and
- a decision on thebusiness address of the company.
5. What is the company registration process in Croatia?
After completion of the documentation necessary for registration (above), such documentation should be submitted to the commercial court relevant to the business seat of the newly incorporated company.
Once registered, upon receipt of the certificate of incorporation, a request can be submitted to the Croatian Bureau of Statistics for issuance of a ‘code of activity’ (statistic registration number) for the company.
The bank into which the share capital was paid can then open a giro account for the company, after which the newly incorporated company must report to the relevant tax authorities (within eight days from the opening of the bank account).
Remark: On April 20 2019, changes and amendments to the Law on Commercial Companies were enacted. However, since the necessary implementation regulations have not yet been enacted, the incorporation procedure described in this article still applies.
6. Are details of company ownership public in Croatia?
The ownership details of most companies are publicly accessible on the web pages of the Croatian commercial registry, which is free to access.
The list of ownership of shares in public limited companies can be requested from the Central Depository and Clearing Company / Središnje klirinško depozitarno društvo d.d. (SKDD), in cases where valid legal interest exists.
7. Can a foreign individual or company own shares in a Croatian company?
Yes, foreign person or company can own shares in a Croatian company.
8. What is the corporate tax rate in Croatia?
The corporate tax rate in Croatia is 12% if revenues amounted to 3,000,000.00 HRK in the relevant tax period.
If income realised in the tax period is equal to or greater than 3,000,000.01 HRK, the tax rate increases to 18%.
9. What are the rules for issuing dividends from Croatian companies?
After determination of the profit and loss accounts for a business year of the enterprise, the profit share of each shareholder is calculated based on their respective number of company shares.
In order to pay profit from previous years of the enterprise, it is necessary to pass decision on distribution of profit for individual business years.