A limited liability company is founded based on a declaration of establishment (one founder) or articles of association (more founders) that must be signed by all founders and concluded in the form of:
- a notarial document or
- a private document certified by a notary public.
Establishment of a limited liability company requires registration with:
- the Commercial Court,
- the Central Bureau of Statistics,
- the Tax administration,
- the Croatian Pension Insurance Institute and
- the Croatian Health Insurance Fund.
If any of the documents required for establishment are in a foreign language, then a certified translation of the documents into the Croatian language is required in order to register a company. The costs of establishment of a limited liability company, together with the share capital of HRK 20.000,00 range from approximately HRK 24.000,00 to HRK 25.000,00.
Actions before the establishment of a company:
- I. Prior to registration, it is necessary to check whether there is a company with same or similar name (company name) with business seat in the Republic of Croatia. For the use of the word "Croatia" or any derivative of that word, founders must obtain consent of the ministry ;
- II. Define the business address in the Republic of Croatia;
- III. Pay the amount of share capital, which must be expressed in the currency of the Republic of Croatia - kuna. The minimum amount of share capital may not be less than HRK 20,000.00 (except in case of simple limited liability company where share capital may not be less than HRK 10.00) and must be expressed by an integral multiple of one hundred. The total amount of cash payments into the share capital may not be less than one quarter of the share capital. Objects and rights can also be entered into the share capital.
- IV. The share capital must be deposited on the bank account, and the deposit confirmation must be submitted during the registration of the company. A deposit confirmation can be obtained at all bank branches where the payment was made;
- V. Founder is obliged to submit a statement on which his/her signature has been certified by a notary public that neither he/she nor any other subject of subscription of which he/she is a member, in which he/she has a holding in the company representing 5% or more of the share capital or voting rights, or which makes it possible to exercise a significant influence on the management of the company, has no arrears of taxes and contributions for pension or health insurance, as well as debts for net salaries to employees (the statement must not be older than 30 days);
- VI. Documentation verification by a notary public.
Actions after the establishment
- I. Upon receipt of a decision on registration with the court registry, a company stamp must be made;
- II. Request for classification according to the activities of the National Classification of Activities must be submitted with the Central Bureau of Statistics for the purpose of obtaining the identification number and the code of the main activity;
- III. Apply to the Croatian Pension Insurance Institute and the Croatian Health Insurance Fund for the obligation to pay contributions.