The significance of entrepreneurial and market freedom in the Republic of Croatia is best seen in the
fact that the Constitution of the Republic of Croatia expressly provides that the rights acquired by the
investment of capital may not be restricted by law or any other legal act and the international investors
are guaranteed free transfer of profit and invested capital.
Pursuant to the Croatian Companies Act, domestic and foreign companies do business under equal
conditions. However, they cannot permanently perform activities on the Croatian territory until they
have established a subsidiary in Croatia. A foreign investor may establish or participate in
establishing a company and may acquire rights and/or obligations as any domestic investor1. Foreign
investors, headquartered or with residence in a not WTO member country, need to meet the
reciprocity condition.
The Croatian legislation provides several forms for conducting business:
1. Partnership (Cro. ortaštvo), general partnership (Cro. javno trgovačko društvo, gospodarsko
interesno udruženje) and limited partnership (Cro. komanditno društvo);
2. Limited liability company (Cro. društvo s ograničenom odgovornošću) and joint stock
company (Cro. dioničko društvo);
3. Branch office (Cro. podružnica);
4. Representative office (Cro. predstavništvo).
Each of the listed forms have distinctive features and the preferred option will depend on a specific
project and/or activities to be performed (e.g. the Representative office can only advertise and
promote a foreign entrepreneur and cannot conduct business).
The forms most often chosen are limited liability company and branch office. Below is an overview of
the main features and steps for the incorporation of both.
Item
Limited liability company
Branch office
1. General
A limited liability company is a legal
entity with its own legal personality
separate from the one of its
founder(s) i.e. shareholder(s).
A branch office is not a legal
entity and does not have its own
legal personality i.e. all the rights
and obligations assumed by the
branch office are in fact the rights
and obligations of its founder.
2. Founder/s
The shareholder(s)/founder(s) of a
limited liability company may be one
or more natural persons and/or legal
entities either foreign or domestic.
The founder of a branch office
may be either a foreign company
or a foreign sole/individual trader
(both recognized as such by the
law of the country of origin).
The name of a limited liability
company may be freely chosen but
must differ from the other names of
the registered companies and
contain an indication of its business
The name of a branch office must
contain the name of the founder,
indication of its business activity
and clearly indicate that it is a
1
Foreign company, which has its headquarters in a country which is not a Member State of the European Union nor a
Contracting Party to the Agreement on the European Economic Area, may be a member, personally liable for the
company’s obligations, of a company/partnership (Cro. društvo osoba) with registered seat in the Republic of Croatia only
if there is at least one more member of the company/partnership beside it which has a registered seat in the Republic of
Croatia, or a Member State of the European Union or a state that is a Contracting Party to the Agreement on the European
Economic Area, or if it is an individual who is a citizen of the Republic of Croatia, or of the Member State of the European
Union or of a State which is a Contracting Party to the Agreement on the European Economic Area and who is personally
liable for those liabilities.
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3. Scope of
activity
activity and the abbreviation ltd (in
Croatian d.o.o.).
branch office
podružnica).
(in
Croatian
Business activities of a limited
liability company are defined in the
deed of incorporation/articles of
association and are selected by the
shareholder(s). A limited liability
company may conduct and register
any business activity which is not
proscribed by the law or immoral or
can only be performed by specific
types of companies and those for
which a license and/or permit is
required.
Business activities of a branch
office must be within the scope of
the business activity of the
founder.
For the purpose of registration
the business activities are
designated in accordance with
the Act(s) governing the area(s)
of business activity.
For the purpose of registration the
business activities are designated in
accordance
with
the
Act(s)
governing the chosen area(s) of
business activity.
4. Share capital
and shares
The minimum share capital of a
limited
liability
company
is
prescribed by the law in the amount
of HRK 20,000.00 (approximately
EUR 2,700.00) and must be
expressed in the Croatian currency.
A branch office does not have a
share capital or shares.
The minimum nominal amount of a
share is HRK 200.00 and must be a
multiple of a 100.
The shareholder(s) contributions for
the share(s) must correspond to the
amount of the share capital.
The shareholder(s) contributions for
the share(s) can be paid in cash or
by contribution of rights and/or
things (tangibles) in which case an
external auditor has to verify the
value of contributed rights/tangibles.
The share capital is paid to a special
account every bank holds for this
purpose.
5. Bodies
A limited liability company has two
bodies, the Shareholder’s Meeting
and the Management Board. Both
bodies are mandatory as opposed
to the Supervisory Board which is an
optional body with the exception of
certain law prescribed cases when it
is mandatory (e.g. the average
number of employees in a year
A branch office is represented by
the person(s) authorized to
represent the founder in the
activity of the branch office –
branch office representatives.
The founder may appoint more
than
one
representative.
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exceeds 200; or if it is specially
required by law for a company
engaged in a particular business
activity; or the company's share
capital is more than HRK
600,000.00 and the company has
more than 50 shareholders).
The Management Board may
consist of one or more directors who
can only be natural persons (foreign
and/or Croatian citizens). They may
be authorized to represent the
limited liability company solely and
independently or jointly.
Representatives must be natural
persons.
For the purpose of registration,
the
founder
and
the
representative(s),
if
foreign
citizens, must be assigned with
PIN - personal identification
numbers (Croatian OIB). The PIN
numbers are assigned by the Tax
office and may be obtained via
PoA.
For the purpose of registration, the
shareholders(s) and the members of
the Management Board, if foreign
citizens, must be assigned with PIN
- personal identification numbers
(Croatian OIB). The PIN numbers
are assigned by the Tax office and
may be obtained via PoA.
6. Set up
A limited liability company is
incorporated by a deed of
incorporation (if there is only one
shareholder/founder) or the articles
of association (if there are more
shareholders/founders) and its
registration with the court registry of
a competent Commercial court in
Croatia.
A branch office is incorporated by
a decision on the incorporation
which must be notarized by a
Croatian notary public and its
registration with the court registry
of a competent Commercial court
in Croatia.
The deed of incorporation or articles
of association must be in the form of
a Croatian notarial deed.

documents
1. Deed
of
incorporation/articles
of
association;
2. Decision on the business
address;
3. Decision
on
the
appointment
of
the
Management
Board
members;
4. List of persons authorized
to represent a limited
liability company;
5. Statement of acceptance of
appointment
for
the
member(s)
of
the
Management Board;
1. Decision
on
the
incorporation of a branch
office;
2. List of representatives;
3. Statement
of
the
acceptance
of
the
appointment
of
the
representative(s);
4. Signature specimen for
the representative(s);
5. Court
registry
application.
These documents are drafted by
a Croatian law office or notary
public. They must be signed by
the founder except for those
3
6. Signature specimen for the
member(s)
of
the
Management Board;
7. List of shareholders;
8. Court registry application.
These documents are drafted by a
Croatian law office or notary public.
They must be signed by the
members of the Management Board
except
for
the
deed
of
incorporation/articles of association
which
are
signed
by
the
shareholder(s)/founder(s).
The
documents under 6 and 7 must be
notarized and also apostilled.
under 3 and 4 which are signed
by the representative(s). The
documents signed by the
representative(s)
must
be
notarized and depending on the
country where they are signed,
also apostilled.
The founder must provide:
1. Court
registry
excerpt
indicating its legal form and
time
of
entry,
representative persons and
possible limitations of their
representative powers, or if
the founder was established
in the country where no
such entry is required, valid
documents concerning its
formation,
officially
authenticated in conformity
with the law of the country
where the founder has its
registered
seat;
such
documents must indicate its
legal form and the time of its
formation - original, not
older than 30 days to the
day of submitting the
application to the court
registry, notarized;
2. Statement on no amounts
due – this is a form which
must be signed by the
persons
authorized
to
represent
the
shareholder(s)/founder(s),
not older than 30 days to
the day of submitting the
application to the court
registry, notarized.
1. Deed of incorporation –
notarized copy, not older
than 30 days to the day
of
submitting
the
application to the court
registry;
2. Court registry excerpt
indicating its legal form
and time of entry,
representative persons
and possible limitations
of their representative
powers, or if the founder
was established in the
country where no such
entry is required, valid
documents concerning
its formation, officially
authenticated
in
conformity with the law of
the country where the
founder has its registered
seat; such documents
must indicate its legal
form and the time of its
formation - original, not
older than 30 days to the
day of submitting the
application to the court
registry, notarized;
3. Last annual Financial
statement
(short
version), notarized;
4. Statement
on
no
amounts due – this is a
form which must be
signed by the persons
authorized to represent
the founder, not older
than 30 days to the day
of
submitting
the
application to the court
registry, notarized.
These documents may also have to
be apostilled depending on the
country they are signed/issued in.
These documents may also have
to be apostilled depending on the
country they are signed/issued in.
The shareholder(s)/founder(s) must
provide:
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All
documents
signed/issued
abroad must be translated by a
Croatian court sworn interpreter.

actions
-
-
-
signing of the deed of
incorporation/articles
of
association and the pertaining
documents listed above before
a notary public (all documents
can be signed via PoA except
for Statement of acceptance of
appointment and Signature
specimen of the Management
Board which must be signed by
the
Management
Board
members
personally
and
Statement on no amounts due
which must be signed by the
shareholder(s)/founder(s));
payment of the share capital
and the court fees;
submitting a court application
to the competent court registry;
obtaining the court resolution
on the incorporation;
making a company seal;
registration
with
the
CROATIAN BUREAU OF
STATISTICS;
opening of the bank account;
Tax office and VAT registration
is a separate procedure.
All documents signed/issued
abroad must be translated by a
Croatian court sworn interpreter.
-
-
-
-
-

costs
-
-
-

timing
Notary
public’s
fees
–
approximately HRK 2,700.00
(approximately EUR 350.00)
as this depends on the amount
of the share capital;
Share capital pay in - HRK
20,000.00 (approximately EUR
2,700.00);
Court fees – HRK 400.00
(approximately EUR 55.00);
Company seal – HRK 140.00
(approximately EUR 20.00);
CROATIAN BUREAU OF
STATISTICS’ fee – HRK 60.00
(approximately EUR 8.00).
Once the court application is
submitted
(with
proper
and
complete documentation) the court
-
-
-
-
signing the decision on the
incorporation of a branch
office and the pertaining
documents listed above
before a notary public (all
documents can be signed
via PoA except for the
statement
of
the
acceptance
of
the
appointment
and
the
signature specimen of the
representative(s)
and
Statement on no amounts
due which must be signed
by the founder;
payment of the court and
Official Gazette publication
fees;
submitting
a
court
application to the competent
court registry;
resolution
on
the
incorporation;
making a branch office seal;
registration
with
the
CROATIAN BUREAU OF
STATISTICS;
opening of the bank
account;
Tax
office
and
VAT
registration is a separate
procedure.
Notary public’s fees –
approximately
HRK
1,140.00
(approximately
EUR 150.00)
Court fees – HRK 350.00
(approximately EUR 50.00)
Fee for the publication in the
Official Gazette – HRK
900.00 (approximately EUR
120.00);
Branch office seal – HRK
140.00 (approximately EUR
20.00);
CROATIAN BUREAU OF
STATISTICS’ fee – HRK
60.00 (approximately EUR
8.00).
Once the court application is
submitted (with proper and
complete documentation) it takes
5
registry of a competent Commercial
court issues the resolution on the
incorporation within 10 to 15
working days.
the court registry of a competent
Commercial court to issue a
resolution on the incorporation
from 10 to 15 working days.
Pursuant to the Croatian Companies Act a simple limited liability company may be incorporated under
specific conditions with a minimum share capital of HRK 10.00 (approximately EUR 1.50) and a
minimal nominal amount of the shares of HRK 1.00 (approximately EUR 0.13) which can only be paid
in cash.
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