Establishing A Company

Foreign investor, under the condition of reciprocity which is assumed, establishes or participates in the establishment of companies in the Republic of Croatia, acquires the rights in them and assumes the obligations under the same conditions and has the same position as a national of Croatia. The condition of reciprocity does not apply to foreign investor with a headquarters or a permanent residence in the member state of the World Trade Organization, or if he is its national. Foreign company, which has its headquarters in a country which is not a Member State of the European Union nor the Contracting Party to the Agreement on the European Economic Area, and which is personally liable for the company’s obligations, can be a member in the company with a registered headquarters in the Republic of Croatia only if there is at least one more member of the company beside it which has its registered headquarters 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 a natural person 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.
Foreign companies and sole traders, under the conditions prescribed by law, are considered to be domestic legal entities with all rights and obligations as applied to Croatian nationals. However, they cannot permanently perform activities on the Croatian territory until they have established a subsidiary in Croatia. The activities shall not be considered as permanent if they are occasional or one-time performance of the activity, or a particular work (in accordance with the concept of freedom to provide services in accordance with the EU’s acquis communaitaire).

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 200,000 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.
In order to accelerate and simplify the procedure of establishing a company, the government of the Republic of Croatia has established service HITRO.HR which, with more than 60 offices, fully covers Croatian territory. HITRO.HR accelerates the procedure, making the state administration more efficient, flexible and transparent, enabling the investor to establish a company within 8 working days. With the entry into force of the Ordinance on the manner of registration in the court register via service e-Company, starting a limited liability company with a share capital in cash and a simple limited liability company is possible from any notary’s or office in the Republic of Croatia at any of commercial courts within 24 hours.

Limited Liability Company and Simple Limited Liability Company Establishment Organization Scheme through

Name of the company

First you must choose a name for your company. service can help you check the court register to find out whether a company by the chosen or similar name already exists. When checking the name for your company, use the court registry website Company name” is the name under which the company operates, and under which it participates in transactions.

Notorization of documents

Application to the court register and some attached documents (Form Po) have to be notarized by the Public notary. All founders and other persons whose signatures are to be verified must be present. After the notarization, notary may forward these documents to’s office electronically.

Submission of the documents / Payment / Registry at the NIS

The application for the registration into the court register, with all other necessary and if necessary notarized documentation, should be submitted to the counter in FINA. Payment of court fees and the initial deposit can be made at FINA’s branches. After payment, will finalize the application and forward it to the competent Commercial Court through electronic means (e-Company). If the sent documentation is correct and complete, the Commercial Court shall register the company in the court register within 24 hours,and electronically deliver the Decision on the establishment and Confirmation of OIB (Personal identification number) of the newly formed company to the Office HITRO.HR. At the HITRO.HR counter you will receive an RSP Form which you will have to fill out in order to obtain a Notification of Classification pursuant to the National Classification of Activities of the Central Bureau of Statistics. will, after receiving the Court’s decision on the establishment automatically and electronically obtain a Notice of classification of the business entity within 1 day period.

Opening the account / e-Pension / e-Health / Registering with the relevant Tax Authority

The Decision on the establishment and the Notification of Classification pursuant to the National Classification of Activities containing the assigned business identification number are collected at the counter. After you collect the afore-mentioned documents, you must make an official stamp and open a business account so that the initial capital can be transferred into your company’s account. The necessary first registrations of the company, its owner and employees with the Croatian Pension Insurance Institute and the Croatian Health Insurance Institute can be arranged and executed electronically at the counter through e-Pension and e-Health services. After the company has been entered into the Court Register and the Register of the Central Bureau of Statistics, the applicant must register her company with the relevant Tax Authority, whose jurisdiction is determined on the basis of the company’s registered address, for the purpose of entering the company into the Register of Profit Tax and VAT Payers.

Setting up a branch office

Foreign companies may under the Croatian law, engage in economic activities through the establishment of a branch office. The branch office is set up by a special decision brought by the sole trader or a relevant body of the company in accordance with the statement about the establishment of the company which must be notarized. The branch office executes its activity under the company name of the founder. A branch office is not a legal entity, but accepts while executing its activities the rights and obligations for its foreign founder. All rights and liabilities of branch offices are taken by the founder. In case of disputes with a third party, the party is not a subsidiary but the company to which it belongs.

Opening a Representative Office

Representative Office in the Republic of Croatia may be established by a foreign person performing an economic activity and by national or international economic organizations. A representative office can be set up for market research and for the representation of the founder. A representative office is not a legal entity and is considered to be part of the founder. It may not engage in activities of the founder or contract jobs for the founder, but performs tasks on behalf of the founder. Exceptionally, representative offices of foreign airlines may sell air tickets in accordance with the international agreements signed by the Republic of Croatia and international conventions. A representative office performsits activities under the founder’s company with an indication that it is a representative office.
A representative office is registered in the Foreign Party Representative Registry in the Republic of Croatia kept by the Ministry of Economy. A representative office may start its activities only after registration.
After the Croatian accession to the EU, companies incorporated in other EU Member States, with representative offices in Croatia and whose offices have already been registered in the Foreign Party Representative Register of the Ministry of Economy, and who intend to continue to operate in Croatian territory in a way that the office employs workers and has dedicated business premises, must change the legal form of their representative offices. This change will mean that the representative office will become a branch office or a domestically registered company or crafts’ business. Likewise, after the Croatian accession to the EU, economic entities that come from other EU Member States will no longer have the possibility to open representative offices in the Republic of Croatia, but only register a branch office to open a domestic company or crafts’ business.