Frequently Asked Questions
Simple limited liability company (j.d.o.o.):
- a maximum of five members and one board member
- a minimum initial capital of HRK 10.00
- a minimum nominal business share amount of HRK 1.00
- the initial capital and business shares in the company must be stated in full and paid immediately
- stakes for acquired business shares are settled exclusively in cash
- the company must have legal reserves in the amount of one quarter of the company's profits, as shown in the financial statements, reduced by the loss from the previous year
- legal reserves may be used in the prescribed manner, in particular for: 1. an increase of share capital by the conversion of reserves into company's share capital, 2. the coverage of the loss reported for the year for which the annual financial statements are submitted, when such loss is not covered from the previous year's profit, and 3. the coverage of the loss reported for the previous year, when such loss is not covered by the profit reported in the annual financial statements for the year for which they are submitted
- if the company faces insolvency, the company must immediately hold a general assembly
Limited liability company (d.o.o.):
- no restrictions on the number of company and board members
- established by concluding the articles of association in the form of a notarial document or by submitting a statement before a notary public in the form of a notarial act – when a company is established remotely and without a proxy, agreement or statement forms are used
- a minimum initial capital of HRK 20,000.00
- a nominal business share may not amount to less than HRK 200.00 and must be expressed as a multiple of 100
- before entering the company into the court register, each founder must pay at least a quarter of the stake of the business share he is acquiring in cash
- the total amount of all cash payments may not amount to less than one quarter of the share capital, unless otherwise provided by law
- the cash payment of the stake must be fully settled within one year from the date of the company's registration in the court register
- the founder who did not settle the stake for the acquired business share is held personally and jointly liable for the obligations of the company with all other founders who did not settle stakes for the acquired business shares, up to the amount of the unpaid share capital
- a stake in a company may also be acquired by investing property and rights as a whole before the company is entered into the court register; however, such stakes are not allowed when a company is established remotely
A stake is paid in cash, property and rights in exchange for acquiring a certain share in the company. When establishing a company (d.o.o. or j.d.o.o.) remotely, the stake may only be paid in cash. If you wish to settle a stake in property and rights, you must do so on the basis of an agreement which is drawn up or certified by a notary public before the company is entered into the court register.
A j.d.o.o. can have a maximum of five founders, while the number of founders in a d.o.o. is not limited.
A company name is the name under which the company operates and under which it participates in legal transactions. A company is a legal person established for the purpose of conducting an economic or some other activity.
In the case of capital companies, the company is represented by a management board which, within its powers, may conclude and sign contracts.
A supervisory board is obligatory for joint stock companies that have a two-tier structure. In a limited liability company, the supervisory board is not obligatory but may be designated as a governing body in the articles of association.
A limited liability company must have a supervisory board:
- when the average number of employees during a year exceeds 200
- when it is prescribed by a special law for a particular type of activity
- when the share capital of the company exceeds HRK 600,000.00 and the company has more than 50 members
- when the company only manages joint stock companies or limited liability companies, which are obliged to have a supervisory board, or directly holds more than 50 % of the share capital in such companies, and, in both cases, the number of employees in any of those companies, or the average for all of the companies together, exceeds 200, or
- when the company is a partner in a limited partnership and the average number of employees in the company and the limited partnership jointly exceeds 200.
The prescribed forms for the remote establishment of a company that cannot be subsequently amended or supplemented do not foresee the establishment of a supervisory board.
Yes, it can, when a share capital is increased by the decision of its members so as to reach or become greater than the lowest prescribed share capital of HRK 20,000.00 and its general act is accordingly amended. The company is then no longer subject to the provisions for j.d.o.o. companies but rather the provisions for d.o.o. companies, whereby no specific decision is required for the change of form and the company may keep the company name it had used when the company operated as a j.d.o.o. The change of form from j.d.o.o. to d.o.o. does not have to be separately reported to the competent court register. The court register is, instead, notified of the change in share capital and articles of association, as well as the company name in the event of a change to the company's structure.
No. A company cannot have multiple names.
You can always make changes to a registered company according to the prescribed procedure; however, this service is not currently available in electronic form.
The members of the company must make a separate decision on the change of activity which is submitted to the court register together with the list of activities for the purpose of or their registration or entry into the register as the registration information, when such activities are entered into the court register.
Remote establishment of a company
The availability of the company name can be checked on the court register website at https://sudreg.pravosudje.hr/ by searching the already registered names. In addition to the website, you can pursue your inquiry at all court registers in the Republic of Croatia.
Yes. When submitting an application for the establishment of a d.o.o. or j.d.o.o. remotely, you must also submit the RPS-1 form, an application for the entry into the register of business entities and the assignment of the activity code, which is, as a part of the procedure for the remote establishment of a company, electronically sent to the Croatian Bureau of Statistics. In addition to the decision on the establishment of the company, the founders will also receive a notice on the classification of business entity according to the NKD 2007 from the Croatian Bureau of Statistics.
No special permission is required to establish a company and enter it into the court register. A consent, that is, a permission, is only required for the registration of particular activities (banking, insurance, etc.). The entry of such activities into the court register is carried out only upon the prior consent or permission of the competent authority.
It is not possible to appoint a procurator in the prescribed form of articles of association or articles of incorporation for a remotely established company.
It is not possible to create subsidiaries for a remotely established company.
You can see the status of the application for the establishment of a company on the portal where the application was submitted.
The company OIB is assigned at the registration of the company in the court register. In addition to the decision on the establishing a company, the founders will also receive a Certificate of Personal Identification Number issued by the Tax Administration.
You must have an active and valid electronic ID to log in the e-Osnivanje service. If you have already activated your electronic ID, but still have problems logging in, please contact us at firstname.lastname@example.org.
It is imperative that all persons participating in the process of establishing a company (founder, director) have a qualified electronic signature because it holds the same legal effect as a handwritten signature.
If your ID does not have a certificate for qualified electronic signature, you must obtain one from an active trust service provider from the following list https://webgate.ec.europa.eu/tl-browser/#/
The persons who are exempt from the payment of court fees should begin the process of establishing a company as an applicant and submit electronic documents that prove their status.
The categories of persons who are exempt from the payment of court fees are as follows:
- The Republic of Croatia and government bodies, the exemption is based on relevant documents proving the applicant's status
- invalids of the Croatian War of Independence, based on relevant documents proving the applicant's status and the status of a person with disabilities, the exemption is based on a valid document issued by the Institute of Expertise, Professional Rehabilitation and Employment of Persons with Disabilities
- spouses, children and parents of soldiers who were killed, missing or detained in the Croatian War of Independence, the exemption is based on relevant documents proving the applicant's status
- spouses, children and parents of those killed, missing or detained in the Croatian War of Independence, the exemption is based on relevant documents proving the applicant's status
- refugees, displaced persons and returnees, the exemption is based on relevant documents proving the applicant's status
- welfare recipients who receive the minimum guaranteed subsistence allowance, the exemption is based on relevant documents proving the applicant's status
- humanitarian organisations and organisations dealing with the protection of disabled persons and families of those killed, missing or detained in carrying out humanitarian activities, the exemption is based on relevant documents proving the applicant's status and applies to humanitarian organisations designated by the decision of the minister competent for social welfare
- other persons and bodies prescribed by a special law, the exemption is based on relevant documents proving the applicant's status. This does not apply to the bodies of local and regional self-government units, save where in accordance with a special law the exercise of public authority has been transferred to them.
If the articles of association do not meet your needs, you will have to give up on the remote electronic establishment of a company and initiate the process of establishing a company by concluding the articles of association in the prescribed form and submitting a notarised application to the court register competent according to the location of the company seat.
There are two certificates on the ID, identification and signature. Before signing the document, during the initial signature review, please make sure that the signature contains the word “signature”; the document should be signed using that certificate.
The procedure after submitting the application for the remote establishment of a company
If the application is correct, the Commercial Court will within 5 working days issue a decision on the establishment of the company and enter the company in the court register https://sudreg.pravosudje.hr.
If you submitted the application via e-Osnivanje and received the court's conclusion on the amendment or correction of the application, you must follow the court's instructions. The conclusion will contain instructions on what needs to be amended or corrected, as well as warnings on what consequences will arise in the event of failure to comply with the court order. Log in to the e-Osnivanje system and find the application which needs to be corrected in the My Applications menu, correct what is needed and resubmit it under the same ID number.
We submitted an application for the remote establishment of a company, but we have since changed our minds about the number of company members and their roles.
No changes regarding the number of company members and their roles, as well as their shares in the company, can be made in the process of establishing a company, including the companies that are established remotely.
If the company is not established, the already paid amounts of the share capital stakes will be returned to the bank card from which the payment of the share capital stakes were made when the decision on the rejection of application enters into force. Each founder will receive a notification that a decision has been made to reject the application and that he is entitled to appeal the decision to his e-mail address. If you exercise your right of appeal, the transfer or repayment of the share capital will await the final outcome of the proceedings.
You cannot use a private account to operate a company. Once the company is established, you need to open a business account with your bank to transfer your stake of share capital.
An excerpt from the court register acts as a company registration certificate and can be obtained at any commercial court in the Republic of Croatia or any notary public office or any county office of the Croatian Chamber of Economy and will soon also be available on the court register website.
You can find more information about registered companies on the court register website at https://sudreg.pravosudje.hr .