The notary prepares the memorandum of association
Agency: Notary Public
Prior to incorporation, founders can check the availability of the company name at the court register website (https://sudreg.pravosudje.hr) free of charge.
The Public Notary prepares the documentation, which is then signed by the business founders and notarized.
The documents necessary for the registration of a company are:
- Articles of Association
- Decision on Appointment of the Director
- Statement on the Acceptance of the Appointment
- The director’s signature specimen
- The founders’ statement on non-existence of debts
- The application of registration of the company
- List of shareholders and managers
Time and cost: 1 day, included in procedure 3
Register the company with the Commercial Court
Agency: Commercial Court
Documents that are required:
- Form/application
- Articles of association
- Proof of deposit of paid-in capital (must be deposited using a temporary bank account)
- Statement of declaration of the member of the association (according to article 48, members of the association should not have unsettled obligation to the Republic of Croatia)
- Decision of the members of the association who will be appointed for the director, CEO, etc.
- Declaration of the CEO and Directors that they accept the appointment and not punished for any criminal offenses.
- Authorization of signatures of members of boards, CEO
- List made by board members that contains name, address, OIB (tax number) of members of the board
- List of members of associations
After the incorporation is completed the court register will issue a resolution on incorporation (incorporation certificate). This certificate is issued only upon registration of the company and is an evidence of registration (incorporation). However, upon registration (incorporation) an extract from the courts register can be also obtained. Extract from the register is a confirmation which can be released anytime after the company has been incorporated. Incorporation certificate is the court decision on incorporation, while the extract from the register is an extract provided by the court on demand and confirming that LLC has been founded.
Commercial Court is required to issue decision about incorporation within 5 working days from application. It takes around 24 hours to register company with the Commercial court electronically. Companies have to obtain hard copy of incorporation certificate, which is typically provided in 2 weeks. The certificate is needed to prepare company seal, open a bank account, and can be requested from different authorities (e.g., Tax Administration).
The following fees apply:
- HRK 3400 + VAT + HRK 800 notary fee (drafting and notarizing the articles of association),
- HRK 700 + VAT + HRK 10 notary fee, per director (drafting application for registration)
- HRK 100 + 25% VAT + HRK 15 notary fee (drafting the statement of acceptance of appointment)
- HRK 30 + 25% VAT + HRK 10 notary fee (notarizing founders’ statements of non-existence of debts, only the certification of signature is necessary)
- HRK 400 (court fees)
Time and cost: 2 weeks, see procedure details
Order official seal
Agency: Seal maker
Making a seal is not mandatory, but done in practice in most cases. Official seals can be ordered at special seal-making shops. Decision on incorporation of Company should be presented in order to have the seal made. The seal should be used on all official documents (including invoices, receipts and so on) issued by the company. Seals can also be ordered through FINA offices. If done through FINA, the entrepreneur can at the same time also apply for statistical registration.
Time and cost: 1 day, HRK 169
Apply for statistical registration number
Agency: Croatian Bureau of Statistics (cro. Državni zavod za statistiku)
Applying for a statistical file number can be done at the Croatian Bureau of Statistics or through the One Stop Shop service, used by HITRO.HR officers. The Croatian Bureau of Statistics defines the activity of the company per the European code so there will be 2 numbers issued from the bureau (one for the type of company and one for the activity).
The following documents should be submitted:
- Copy of the Commercial Court’s Decision on the entry into Court Registry;
- Copy of the Personal Identification Number (OIB) for the company;
In HITRO.HR office, the RPS form is to be completed. Submitting RPS request is required to obtain a Notification of Classification pursuant to the National Classification of Activities of the State Institute of Statistics (assignment of business identification number and the principal activity code). After receiving a decision on the registration of the Company, HITRO.HR will automatically obtain notification of the State Institute of Statistics electronically, within one business day.
Time and cost: 1 day (simultaneous with previous procedure), no charge
Open a bank account
Agency: Bank
When establishing a company, the founders have to open a temporary account right after signing and the authentication of the articles of incorporation. This account is formally opened on behalf of the founders as a future company’s account for the purpose of payment of start-up capital (proof of payment of at least a minimum amount is required for the registration with the Court Register). When the Court inscribes the newly founded company into the Court Register and issues a ruling, the bank transforms the existing temporary account into the company’s transaction account.
Documents required to open a company bank account are:
- Ruling on registration of a Company,
- Statistical registration number of a Company,
- Personal identification number (OIB) of a Company
In case of Ltd. Company establishment client signs: the Contract, signature cards, a statement of the beneficial owner and the related parties, and must provide a copy of personal data, extract from the Court Register and Information on classification of the business entity pursuant to the National Classification of Activities.
Time and cost: 1 day, no charge
Register for VAT and employee income tax withdrawals
Agency: Tax Authority (Porezna Uprava)
Upon registering with the Commercial Court Register and fulfilling its obligations with the State Bureau of Statistics, the company must register with the competent tax authority. Once a company is registered at the State Bureau of Statistics, company data is sent electronically to the tax authority, which levies the annual company tax. The company must register for VAT at the Tax Office, however, only after its first invoice (within 15 days of issuance). Once the company is registered for VAT, all tax payments can be processed through an electronic system, e-VAT. If the company’s total taxable annual income exceeds HRK 300,000, it must register itself as an entity in the VAT system with the competent tax authority, based on the company’s registered seat.
Starting from January 01, 2009 a revision of the existing Croatian Law on Companies came into force (published in the Official Gazette no. 146/2008). The change involves inducing “OIB” (personal identification number), that replaces tax number for legal entities. Personal identification number is defined as identification mark of personal identification number that users of that number use in their official evidences and with change of dates.
Time and cost: 1 day (simultaneous with previous procedure), no charge
Register with the Croatian Institute for Pension Insurance (HZMO) and Croatian Institute for Health Insurance (HZZO)
Agency: Croatian Institute for Pension Insurance (HZMO) and Croatian Institute for Health Insurance (HZZO)
The Company must register with the Croatian Institute for Pension Insurance within 24 hours from the start of its business operation. The Company must also register each of its employees with the Croatian Institute for Pension Insurance within 24 hours. Company with 3 or more employees will be obligated from 1 April 2014 to register/deregister employees at Croatian Institute for Pension Insurance exclusively online.
Currently the procedure may be completed before the competent HZZO office. Croatian Institute for Pension Insurance and Croatian Health Insurance Fund are electronically connected, thus it is only needed for company to register with Croatian Institute for Pension Insurance and registration will be done automatically with Croatian Health Insurance Fund. The following documents should be submitted:
- Decision about the registration into the Court Registry.
- Notice of classification from the National Institute for Statistics Application (to the Croatian Health Insurance Fund).
- Proof of place of residence and the work contract.
All persons employed for the first time and age 40 are obliged to register in the second pillar of retirement insurance. A person has to choose the obligatory pension fund within a month from registering with the mandatory retirement insurance. If the fund is not chosen within that period, REGOS (the Central Register of the Insured) itself chooses the obligatory pension fund that the person will register with.
Time and cost: Less than 1 day (online procedure, simultaneous with previous procedure), no charge
