Setting up a company
Foreign investors can acquire ownership and shares of joint stock companies. The lowest amount of initial capital for establishing a joint stock company is HRK 200,00 and the nominal value per share cannot be less than HRK 10 HRK. Minimum initial capital for establishing a limited liability company is HRK 20.000, while individual representation per investor cannot be less than HRK 200.
Company that has no more than three members and one Board member may be established through a simplified procedure as a simple limited liability company. Minimum initial amount for the establishment of such company is HRK 10, while individual representation per investor cannot be less than HRK 1. For the establishment of such company notarized forms annexed to the Companies Act (OG 152/11, 111/12) must be used.
A company is liable to settle its debts with all its assets. Owners/shareholders in private and public limited companies are not personally liable for the obligations of the company, unless the Companies Act provides otherwise.
Partners in general partnerships and general partners in limited partnerships have unlimited liability to cover the debts of their partnership jointly, severally and with all their personal assets.
A company name is the name used by a company in business transactions and legal affairs. It must be clearly different from the name of any other company entered in the court register of the same register court. The company name must consist of a proper name and an indication of the company’s business activity. It must be written in the Croatian language and may contain foreign words if these are part of the name/company name of a partner/owner/shareholder, of the trade/service mark of a partner/owner/shareholder or their company registered in Croatia, and in cases when such words are common in Croatian. The company name may be entered in a court register also in a translation in one or more foreign languages. If the word Croatia or any word form derived from it is to be used in the company name, special consent from the Central State Administrative Office for Public Administration is a requirement.
A company must use the company name and its abbreviated version in the form and with the content as submitted for the court register. The stationery used by the company (letters, invoices, letterheads etc.) must show the company name, the company’s registered office, the court of registration, number of registration entry, company name and address of the institution where the company holds its account and the account number.
A company may be registered to engage in any permitted business activity. The business activity of the company (company’s object) is specified in the statement on establishment, articles of association i.e. company constitution. It is also entered in a court register with an activity code as specified in the National Classification of Economic Activities. In the case of activities that require consent, a permit or other document issued by a governmental authority or an institution, entry into the court register can only be made after obtaining such consent or permit from the relevant body or institution.
A company’s registered office is the premises used by the company management and from which the company is run. It is indicated in the statement on establishment or articles of association. The company may only have one registered office entered in the court register.