Item Limited liability company Branch office

1. General A limited liability company is a legal A branch office is not a legal

entity with its own legal personality
separate from the one of its
founder(s) i.e. shareholder(s).
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.
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.
The founder of a branch office
can be a foreign company
recognized as such by the law of
the country of origin.

The name of a limited liability The name of a branch office

company may be freely chosen but
must differ from the other names of
the registered companies and
contain an indication of its business
activity and the abbreviation ltd (in
Croatian d.o.o.).
3. Scope of The business activities of a limited
activity liability company are defined in the
Resolution on determination of
business activities of the company
and List of business activities of the
company and are chosen by the
shareholder(s). A limited liability
company may conduct and register
any business activity which is not
prescribed by the law or immoral
with the exception of certain
business activities which can only
be performed by specific types of
companies and those for which a
license and/or permit is required.
must contain the name of the
founder, indication of its
business activity and clearly
indicate that it is a branch office
(in Croatian Podružnica).
The 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 The minimum share capital of a A branch office does not have a
and shares limited liability company is share capital or shares.
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.
The minimum nominal amount of a
share quota is HRK 200.00 and
must be a multiple of a 100.

The shareholder(s) contributions for

 the share quotas must correspond
to the amount of the share capital.

The shareholder(s) contributions for

the share quotas 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

temporary bank account at the
clients choice, which does not have
to be the same as the company’s
permanent bank account.
5. Bodies A limited liability company has two A branch office is represented by
bodies, the Shareholder’s Meeting the person(s) authorized to
and the Management Board. Both represent the founder in the
bodies are mandatory as opposed activity of the branch office –
to the Supervisory Board which is branch office representatives.
an optional body with the exception The founder may appoint more
of certain law prescribed cases than one representative but this
when it is mandatory (e.g. the personmust be a natural person.
average number of employees in a
year exceeds 200; or if it is For the purpose of registration,
specially required by law for a the founder and the
company engaged in a particular representative(s), if foreign
business activity; or the company's citizens, must be assigned with
share capital is more than HRK PIN - personal identification Page | 2
600,000.00 and the company has numbers (Croatian OIB). The
more than 50 shareholders). PIN numbers are assigned by
the Tax office and may be
The Management Board may obtained via PoA.
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.

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 A branch office is incorporated
incorporated by a deed of by a Resolution on the
incorporation (if there is only one incorporation which must be
shareholder/founder) or the articles notarized by a Croatian notary
of association (if there are more public and its registration with
shareholders/founders) and its the court registry of a competent
registration with the court registry of Commercial Court in Croatia.
 a competent Commercial Court in
Croatia.

The deed of incorporation or

articles of association must be in
the form of a notarial deed.
 documents 1. Deed of 1. Resolution on the
incorporation/articles of incorporation of a branch
association; office;
2. Resolution on 2. List of authorized
determination of business representatives;
activities 3. Statement of acceptance
3. List of business activities of appointment of the
4. Resolution on the business representative(s);
address; 4. Court registry
5. Resolution on the application.
appointment of the
Management Board
members;
6. List of persons authorized
to represent the company;
7. 7. Statement of acceptance
of appointment for the
member(s) of the
Management Board;List of
shareholders;
8. Court registry application.

All the documents, besides the

All the documents besides the document under 3., can be Page | 3
document under 7., can be signed signed via special power of
via special power of attorney. All attorney. All the documents must
the documents, except the be notarized and if not signed in
documents under 2., 3., 4. and 6., Croatia (and depending on the
must be notarized and if not signed country of signing) apostilled, as
in Croatia (and depending on the well. The Resolution on the
country of signing) apostilled, as incorporation of a branch office
well. The Deed of must be in a form of a notarized
incorporation/articles of association deed.
must be in a form of a notarized
deed.
The founder must provide:
The shareholder(s)/founder(s) must
provide:
1. Deed of incorporation –
1. Court registry excerpt notarized copy, not older
indicating its legal form and than 30 days to the day
time of entry, of submitting the
representative persons and application to the court
possible limitations of their registry;
representative powers, or 2. Court registry excerpt
if the founder was indicating its legal form
established in the country and time of entry,
where no such entry is representative persons
required, valid documents and possible limitations
concerning its formation, of their representative
officially authenticated in powers, or if the founder
conformity with the law of was established in the
 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
These documents may also have to
be apostilled depending on the
country they are signed/issued in.
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
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
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. Page | 4
These documents may also have
to be apostilled depending on
the country they are
signed/issued in.
All documents signed/issued
abroad must be translated by a
Croatian court sworn interpreter.
- signing the Resolution 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 and
Statement on no amounts
due which must be signed
by the founder;
- payment of the courtfees;
- submitting a court
application to the
 to the competent court competent court registry;
registry; - resolution on the
- obtaining the court resolution incorporation;
on the incorporation; - making a branch office
- making a company seal; seal;
- registration with the - registration with the
CROATIAN BUREAU OF CROATIAN BUREAU OF
STATISTICS; STATISTICS;
- opening of the bank account; - opening of the bank
- Tax office and VAT account;
registration is a separate - Tax office and VAT
procedure. registration is a separate
procedure.

 costs - Notary public’s fees – - 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 60.00);
- Company seal – HRK 140.00
(approximately EUR 20.00);
- CROATIAN BUREAU OF
STATISTICS’ fee – HRK
60.00 (approximately EUR
8.00).
 timing Once the court application is
submitted (with proper and
complete documentation) it takes
the court registry of a competent
Commercial Court to issue a
resolution on the incorporation from
10 to 15 working days.
approximately HRK
1,140.00 (approximately
EUR 150.00)
- Court fees – HRK 350.00
(approximately EUR 50.00)
- Branch office seal – HRK
140.00 (approximately EUR
20.00);
- CROATIAN BUREAU OF
STATISTICS’ fee – HRK
60.00 (approximately EUR
8.00).
Page | 5
Once the court application is
submitted (with proper and
complete documentation) it takes
the court registry of a competent
Commercial Court to issue a
resolution on the incorporation
from 10 to 15 working days.