Corporate Law at Croatia
Corporate law in Croatia is governed by several key statutes and regulations that align with both domestic needs and European Union standards (as Croatia is an EU member). Here’s an overview of the corporate legal framework in Croatia:
🏛️ Key Legislation
Companies Act (Zakon o trgovačkim društvima)
The main law governing the formation, operation, and dissolution of companies.
It covers types of companies, corporate governance, shareholder rights, duties of directors, etc.
Court Register Act
Governs the registration and publication of companies and legal entities.
Trade Act (Zakon o trgovini)
Regulates business practices, trade operations, and commercial activities.
Act on the Takeover of Joint Stock Companies
Governs the process and regulation of takeovers.
Bankruptcy Act
Covers insolvency, liquidation, and restructuring processes.
🏢 Common Types of Business Entities
d.o.o. (Društvo s ograničenom odgovornošću) – Limited Liability Company
Most common type for small and medium businesses.
Minimum share capital: €2,500
Liability is limited to the amount of capital invested.
j.d.o.o. (Jednostavno društvo s ograničenom odgovornošću) – Simple Limited Liability Company
A simplified version of d.o.o. for startups.
Lower capital requirement: €10
Ideal for solo entrepreneurs.
d.d. (Dioničko društvo) – Joint Stock Company
Typically used for larger enterprises.
Minimum share capital: €25,000
Can be publicly listed.
Obrt – Sole Proprietorship
Easier to set up, but the owner has unlimited liability.
📋 Corporate Governance
d.o.o. is governed by directors and possibly a supervisory board.
d.d. requires a two-tier or one-tier system (management board + supervisory board or an administrative board).
Shareholder meetings are essential for key decisions.
⚖️ Foreign Investment & Compliance
Croatia welcomes foreign investors under the same conditions as domestic entities.
Must comply with:
EU Competition Law
Anti-Money Laundering regulations
Tax laws (Value Added Tax – 25% standard rate)
📑 Business Registration
Register with the Commercial Court and the Court Register.
Obtain:
OIB (Personal Identification Number)
Business license (if applicable)
Registration with Croatian Pension and Health Insurance institutes
⚠️ Notable Considerations
Croatia has aligned its corporate law with EU Directives.
Corporate tax rate: 18% (or 10% for businesses with revenue < €995,421.06).
Annual reporting and bookkeeping are mandatory.
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