1. business and industrial

CROATIAN CHAMBER OF ECONOMY
HOW TO START AN
ENTREPRENEURIAL ACTIVITY
IN CROATIA
Zagreb, March 2015
How to start an
entrepreneurial
activity in Croatia
The legal framework
in force and business
organization available to
a business start-up, the
procedures to follow when
registering a business
and starting business
operations, the list of
CROATIAN
CHAMBER OF
ECONOMY
business activities requiring
approval prior to company
registration and other
matters of interest to a
Zagreb, March 2015
foreign investor in Croatia
How to Start Up an Entreprise in Croatia
2
TABLE OF CONTENTS
Companies............................................................................. 7
Limited liability company (d.o.o.)....................................... 10
Simple limited liability company (j.d.o.o.)......................... 12
Joint stock company (d.d.)................................................. 14
General partnership (j.t.d.)................................................. 18
Limited partnership (k.d.)................................................... 19
Economic interest grouping (GIU)..................................... 20
Branch office........................................................................ 21
Starting a business activitiy............................................... 23
Representative office.......................................................... 30
Crafts.................................................................................... 33
Sole trader............................................................................ 34
Business activities requiring special licenses.................. 35
Important institutions and ministries in the Republic of
Croatia.................................................................................. 45
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How to Start Up an Entreprise in Croatia
4
The legal framework for foreign investment in the Republic of Croatia is
designed so as not to make a difference between domestic and foreign investment. All that is possible with respect to domestic investors is also possible
where capital is invested by foreign nationals.
Moreover, foreign investors enjoy additional guarantees that are not given
to domestic investors. The Croatian Constitution provides that the rights
acquired through the investment of capital shall not be infringed by law or
any other legal act and that foreign investors are guaranteed free transfer
and repatriation of profits and invested capital from the country following
the termination of investment activity and after having fulfilled all statutory
obligations.
When foreign investors form or participate in the formation of companies
in the Republic of Croatia, their position, rights and obligations are equal
under the principle of reciprocity which is presumed to apply to those of
domestic investors.
In the Republic of Croatia foreign nationals may invest capital:
■ on a contractual basis
■ in a company
■ in a bank or insurance
■ by starting a crafts business or by acting as sole traders
■ by obtaining a concession for the exploitation of natural and other resources
of interest to Croatia.
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How to Start Up an Entreprise in Croatia
6
I. COMPANIES
A company is a legal person
whose formation and organisation
are governed by the Companies Act.
The registration of a company in
the court register is regulated by the
Court Register Act and the Ordinance
on the manner of registration in the
court register. Under the Companies
Act, in the Republic of Croatia it is
possible to form either a corporation,
i.e., a company based on capital, or a
partnership*.
Corporations include:
■ limited liability companies
■ simple limited liability companies
■ joint stock companies
Partnerships include:
■ general partnerships
■ limited partnerships
■ economic interest groupings.
The Act also regulates the setting
up of branch offices and the position
of the sole trader.
Certain general principles
apply to the formation of
all forms of companies:
Founders
A company may be formed by any
domestic or foreign legal or natural
person.
* Note: The Croatian Companies Act regulates
business entities as including also categories
that, due to their different legal properties, are
not always regarded corporate in some other
legal systems (e.g. partnerships, as defined
by Croatian law).
Company’s legal personality
All companies are legal persons.
A company acquires legal personality upon its registration in the court
register.
Liability for the company’s
obligations
A company is liable for its obligations with its entire assets. Members
of a limited liability company, shareholders of a joint stock company and
limited partners in a limited partnership are not liable for the obligations
of the company unless otherwise provided in this Act.
Members of a general partnership and general partners in a limited partnership shall have unlimited
personal joint and several liability for
company obligations with their entire
assets.
Firm name
Firm name is the name under
which the company conducts business and under which it takes part
in legal transactions. A company’s
firm name is specified in the deed of
formation, the company agreement,
or the company’s articles of association. A company may also use the
abbreviated firm name which must
be registered in the court register
together with the company’s firm
name. A company’s firm name must
be clearly distinguishable from the
firm names of other companies registered in the court register with the
same court of registration. In addition
to specifying a company’s name, the
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How to Start Up an Entreprise in Croatia
firm name of a company must indicate the company’s object legal form,
e.g., a joint stock company or “d.d.”.
The firm name of a company shall be
in the Croatian language, expressed
in the Latin alphabet, or in the official language of a member state of
the European Union, expressed in the
Latin alphabet, with Arabic numerals also being possible. Other parts of
the firm name shall be in the Croatian
language and shall be expressed in
the Latin alphabet.
The firm name of a company may
include individual foreign words
where these constitute the name or
the firm name of a company member
or a member’s trademark or service
mark registered in the Republic of
Croatia or the trademark or service
mark of a member’s company registered in the Republic of Croatia, or if
these are customary in the Croatian
language, or if there is no appropriate substitute for them in the Croatian
language, or if these are words of a
dead language. A translation or translations of the firm name into one or
more languages may also be registered in the commercial register. The
word «Croatia» and its derivatives, as
well as the flag and the national coat
of arms of the Republic of Croatia,
including their imitations, may be included in a firm name only with the
approval of the Government of the
Republic of Croatia or a public body
authorized by it,
The firm name and the abbreviated
firm name used by a company must
correspond in form and content to the
firm name registered in the court register. A merchant’s letterhead (letters,
8
invoices, etc.) must indicate his/her
firm name, seat, court of registration
and number under which he/she is
registered in the commercial register,
firm name and seat of the legal persons holding his/her accounts and the
numbers of these accounts printed on
it. The same applies to the contents of
a company’s website.
Company’s object
A company’s object may be the
undertaking of any allowed activity.
Allowed activity means any activity that is not forbidden by law or
contrary to the society’s morality.
A company’s object is specified in
the deed of formation, or the company agreement, or the company’s
articles of association and is registered in the court register. Where
law provides that certain activities
may be undertaken only subject to
the approval, authorisation or some
other act of a state body or an institution, such activities shall be registered in the commercial register
only subject to prior approval from
or authorisation of the said body or
institution.
Registered office
A company’s registered office is
any place in the Republic of Croatia
in which the company’s management
board is located and from which the
company’s business is run or any
place in which the company is permanently undertaking its activity. It
is indicated in the deed of formation,
the company agreement, or the articles of association. The company
may have only one registered office
which must be registered in the court
register.
Representation
The authority to represent a company
pursuant to law is vested with the persons
defined by the Companies Act as having
such authority with respect to each of the
company forms. The names of the persons
representing the company and the restric-
tions to their authority in their dealings with
third parties are registered in the court register. The law distinguishes between statutory
representatives, representatives by power of
attorney, representatives by employment
and procurators.
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How to Start Up an Entreprise in Croatia
COMPANY FORMS
LIMITED LIABILITY COMPANY.
(Croatian abbreviation: d.o.o.)
The most frequent form of company in the Republic of Croatia is
the limited liability company. The
limited liability company is a company into which one or more legal
or natural persons contribute to the
share capital as set in advance. Contributions need not be of the same
amount. In the process of company
formation, a founder may subscribe
to more than one share. The sum of
all contributions must correspond to
the amount of the company’s share
capital. Shares may not take the form
of securities.
Founders
Members of the company may be
domestic and foreign legal and natural persons. The company may also
be formed and have as its member
only one person.
The limited liability company is
a legal person. It acquires its legal
personality upon registration in the
court register. The company’s assets are strictly separated from the
assets of the company’s members.
The company is liable for its obligations with its entire assets. Company members are not liable for the
company’s obligations. Exceptionally, company members may be liable for the company’s obligations
if they abuse the said circumstance
that they are not liable for the company’s obligations.
10
Share capital
The share capital of the limited liability company must be expressed
in the Croatian currency – kunas
(HRK). The minimum amount of the
share capital of the company may
not be less than HRK 20,000.00.
The minimum par value of a share
must be expressed as a whole number
that is divisible by one hundred. The
sum of par values of all shares must
correspond to the total amount of the
company’s share capital. Prior to the
company’s registration in the court
register, each founder must pay up
at least one-fourth of the contribution for the assumed share payable
in cash. In any case, the total amount
of all payments in cash must equal at
least HRK 10,000.00, i.e. at least half
of the share capital must be paid in
cash. Contributions to the company
may be made in the form of things
and rights. Such contributions, however, must be fully effected prior to
the company’s registration in the
court register. Cash contributions
must be paid into the company’s account at a financial institution in the
Republic of Croatia.
Company formation
procedure
The limited liability company is
formed on the basis of the company
agreement which must be signed by
all founders and made in the form
of a notarial deed or a private document certified by a notary public. If
the company is formed by just one
founder, it is formed on the basis
of the founder’s deed of formation
which must be made in the form of
a notarial deed.
Company agreement or
deed of formation must
include the following:
■ information about the founder
(name and surname or firm name,
domicile or registered office, if the
founder is a natural person, his/her
personal identification number and
if the founder is a legal person, the
registration number of the entity,
i.e. the corresponding particulars if
the person in question is a foreign
national or a foreign entity);
■ firm name and registered office;
■ company’s object;
■ aggregate amount of the capital;
■ amount of the original contribution of each founder, if the contribution consists of a thing or right,
a detailed description of such thing
or right and an indication of its value, and the number and par value
of the shares assumed by each
founder against payment;
■ provision on whether the company
is being formed for a definite or an
indefinite period of time;
■ the rights and duties of members
vis-à-vis the company in addition
to making their contributions in
cash and the rights and duties of
the company vis-à-vis its members.
The totality of each individual
member’s rights and obligations
constitutes his/her share in the company. As a rule, a company members’
share is determined on the basis of
the amount of his/her original contribution.
Formation costs
Reimbursement to the founders of
expenses the founders have incurred
in connection with preparatory activities or the formation of the company may not be effected from the
share capital. It shall, in particular,
be prohibited to add the amount of
such expenses to the share capital as
a contribution. Reimbursement of
expenses of the company’s formation shall be approved only up to the
maximum amount of reimbursement
set in the company agreement. Unless
otherwise agreed upon, the founders
shall meet the costs of the company’s
formation in proportion to their contributions.
Company bodies
Mandatory company bodies are
the management board and the general meeting.
The management board comprises
one or more members (directors). A
foreign national may also be a member of the management board. Company members appoint and revoke
the appointment of the members of
the management board. The management board is responsible for
company management, company
representation, orderly keeping of
the company’s books, preparation of
financial statements and keeping of
the share register.
The supervisory board is a mandatory body only if the average number
of employees over the year exceeds
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How to Start Up an Entreprise in Croatia
200, or if a special act provides for
this in cases where a company engages in a particular activity; or if the
amount of the share capital exceeds
HRK 600,000.00 and the company
numbers more than 50 members, or if
the company manages as a unity joint
stock companies and limited liability
companies that must have supervisory boards or holds a direct state of
more than 50% of their share capital
and if in both cases the number of
employees in any of the companies or
all companies taken together is on average greater than 200, or if the company is a general partner in a limited
partnership and the average number
of employees in both the company
and the limited partnership exceeds
200 (Art. 434). The supervisory
board must comprise at least three
members and if there are more than
three members, their number should
be an odd one. A foreign national may
also be a member of the supervisory
board. Members of the supervisory
board are elected by company members, unless some of them are to be
appointed by employees pursuant to
special statutory provisions.
The general meeting is a mandatory body of the limited liability company. In the general meeting
company members pass resolutions
to which they are authorised under
the Companies Act and the company
agreement.
SIMPLE LIMITED LIABILITY COMPANY
(Cro: j.d.o.o.)
The simple limited liability company is a subform of the limited liability company as the most frequent
type of company in the Republic of
Croatia. The simple limited liability
company may be formed by means
of a simplified procedure and may
comprise no more than three members and one member of the management board.
Founders
Members of the company may be
domestic and foreign legal and natural persons. There may be no more
than three founders or members of
the company, while the company’s
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management board may comprise
only one person.
Share capital
The share capital of the limited liability company must be expressed
in the Croatian currency – kunas
(HRK). The minimum amount of the
company’s share capital may not be
less than HRK 10.00 and the lowest
par value of a share HRK 1.00. Contributions for assumed shares shall
only be made in cash. Each HRK
1.00 par value of a share shall grant
one voting right until the company’s
share capital increases to at least the
amount of HRK 20,000.00, when the
provisions of the Act pertaining to the
classic form of the limited liability
company start to apply.
Company formation
procedure
Limited liability companies may
be formed by means of a simplified
procedure. In any such case, the forms
of the minutes drawn up by the public
notary and annexed to the Act amending the Companies Act (Official
Gazette 111/12) must be used. The
filled-in form of the minutes serves
the same purpose as the list of company members and the list of persons
authorised to manage the company,
and contains the statement whereby
a member of the management board
accepts his/her appointment and the
management board member’s signature which is to be filed with the court
register.
If the company is formed by just
one founder, it is formed on the basis of the Statement on the Formation of a Simple Limited Liability
Company which is given in the form
of a minutes of the formation of a
single member simple limited liability company. If the company is
formed by more than one member, it
is formed through the conclusion of
the company agreement which takes
the form of the minutes of the formation of a simple limited liability
company comprising no more than
three members.
Company’s business
The company must have statutory
reserves into which it must transfer a
quarter of its profits as stated in the
annual financial statements reduced
by the amount of the loss carried
forward from the previous year. The
statutory reserves may be used for the
following purposes:
1.to increase the share capital by
means of conversion of the reserves into the company’s share
capital;
2.to cover a loss recorded in the annual financial statements for the
year for which such statements
have been prepared to the extent
such loss is not covered by profits
carried forward from the previous
year; and
3.to cover a loss carried forward
from the previous year to the extent such loss is not covered by annual profits recorded in the annual
financial statements for the year
for which such statements have
been prepared. If the company
is under threat of insolvency, the
company’s general meeting must
be convened immediately.
If the company increases its share
capital in such a way that it amounts
to or exceeds the amount of HRK
20,000.00, the provisions pertaining
to the classic form of the limited liability company apply to the company.
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How to Start Up an Entreprise in Croatia
JOINT STOCK COMPANY (Cro: d. d.)
A joint stock company is a company based on capital in which members
(shareholders) participate with their
shares in the share capital divided into
shares. A joint stock company may
also be formed by only one person,
i.e. it may have only one shareholder.
The joint stock company is a legal
person. It acquires its legal personality
upon registration in the court register.
The company is liable for its obligations with its entire assets. Shareholders are not liable for the company’s
obligations.
The basic act of the joint stock
company are the articles of association. They regulate the company’s
organisation.
Share capital
The share capital and shares must
be expressed in par value in kunas
(HRK) (Art. 161). The minimum par
value of the share capital is HRK
200,000.00. The company may issue
either par value shares or no par value
shares. The par value of a share may
not be less than HRK 10.00. Share
par values higher than HRK 10.00
must be stated in multiples of HRK
10.00. The percentage of the authorized capital is determined in the case
of par value shares by the proportion
between their par value and the par
value of the authorized capital, and
for no par value shares by the number
of shares.
Shares may be registered shares
(Art. 165). The transfer of shares, except of those issued in non-material
form, is effected by endorsement. The
14
provisions of the Bills of Exchange
Act apply analogously to the form of
the endorsement, legitimation of the
holder and his/her obligation to surrender. Shares issued in non-material
form are transferred as set forth in the
act on non-material securities (Art.
227).
Depending on the rights they confer, shares may be ordinary or preferred. Ordinary shares confer the
right to vote at the general meeting,
the right to the payment of a portion of
the company’s profits (dividend) and
the right to the payment of a portion
of the remainder of the company’s
liquidation estate or bankrupt’s estate.
Preferred shares confer certain
preferential rights, such as the right
to a dividend expressed as a predetermined cash amount or as a percentage
of the par value of the share, preferential rights to dividend payment and
payment of the remainder of the liquidation estate or bankrupt’s estate,
and other rights pursuant to law and
the company’s articles of association.
Company formation
procedure
The Companies Act provides for
simultaneous and successive formation of joint stock companies. Company founders are the shareholders
that adopt the articles of association.
A joint stock company is
formed simultaneously
when:
■ the company founders acquire all
company shares and make a notarised statement of this fact
■ establish and sign the company’s
articles of association and make a
notarised statement of this fact
■ make a notarised statement of their
establishing a joint stock company
i.e. all executive directors and all
members of the board of directors
shall file the company to the court
for registration in the commercial
register.
A joint stock company is
established successively
when:
The filing for registration
in the court register must
contain the following:
■ the company founders establish
the articles of association
■ the company founders acquire a
portion of the shares
■ the company founders issue an invitation to the public to subscribe
to shares (prospectus) on the basis
of which the shares are to be subscribed.
The share subscription deadline
may not exceed three months from
the date set as the subscription start
date. If not all shares are subscribed
to and paid as provided for in the prospectus within this period, the founders may themselves, within 15 days
after the expiry of the said time limit,
subscribe to or acquire unsubscribed
shares. If they fail to do so, it shall
be deemed that the formation has
been unsuccessful. In such case the
founders shall issue within the next
15 days a new announcement inviting subscribers to collect the paid-in
amounts.
Where share subscription is successful, the founders shall distribute
shares among subscribers within 15
days from the expiry of the time limit
for the subscription of shares.
Filing for the registration of
a joint stock company in the
court register
All members of the management
board and the supervisory board,
1.firm name, registered office, address of the company in the Republic of Croatia and object of the
company;
2.price at which shares have been issued;
3.total amount paid in for the shares
issued and the form of consideration therefor;
4.members of the management
board, i.e. executive officers, shall
certify that they have been advised
of their obligation to make full disclosure to the court and that they
have not been convicted of the
criminal offence of abuse of bankruptcy proceedings, abuse within
the framework of bankruptcy proceedings, preferential treatment of
a creditor, violation of the obligation to keep the books and records
referred to in the Criminal Act of
the Republic of Croatia or imposed
the safety measure of prohibition
to engage in a line of occupation
that is in whole or in part encompassed by the company’s object,
which exclusion applies for the
duration of such prohibition;
5.list of members of the management board and the supervisory
board, i.e. the executive directors
and the members of the company’s
board of directors, stating each
member’s name and surname,
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How to Start Up an Entreprise in Croatia
permanent address and personal
identification number;
6.where the company has one shareholder who is a natural person, his/
her first name and surname, permanent address, personal identification number (in the case of
foreign nationals, the number and
designation of his/her personal
identification document and the
state that issued it); if the single
shareholders is a legal person, the
firm name or the entity’s name and
registration number and if the legal
person is foreign, the corresponding particulars;
The following must be
appended to the filing:
1.the company’s articles of association and the documents serving as the basis for the adoption
of articles of association, as well
as underlying documents used
by founders to take possession of
their shares;
2.if a special benefit is to be granted
at formation or if a thing or right is
to be contributed or acquired, the
agreements on which the stipulations are based or which were entered into in execution thereof;
3.proof of amount paid, contributions of things and rights, and of
the company’s right to use them
freely (proof of amount paid shall
be provided by the authorised
credit institution);
4.an itemised account of the formation expenses, including total expenses;
5.the documents relating to the appointment of the management
board and the supervisory board,
16
i.e. the executive directors and the
members of the board of directors;
6.the formation report and the formation audit reports together with
underlying documentation;
7.where the provision on the company’s object or any other provision of the company’s articles of
association required the consent,
authorisation or some other act of
a state body or an institution, the
act of this body or institution.
The following is entered
in the court register:
1.the company’s firm name;
2.the company’s registered office
(address);
3.the company’s object;
4.the amount of the share capital or
authorised capital;
5.the date of establishment of the
articles of association;
6.the names and surnames, personal
identification numbers and permanent addresses of the members of
the management board, the chairperson and the members of the supervisory board;
7.the duration of the company;
8.the authority of the members of the
management board to represent
the company;
9.if the company has one shareholder and he/she is a natural person,
his/her first name and surname,
personal identification number
and permanent address (in case he/
she is a foreign national also the
state that issued the personal identification document). If the single
shareholder is a legal person, the
firm name or the entity’s name and
registration number.
Bodies of the joint stock
company
■ the management board
■ the supervisory board
■ the board of directors
■ the general meeting.
The management board comprises
one or more persons (“directors”) as
provided for in the articles of association. If the management board comprises more than one person, one of
them shall be appointed chairperson.
Any natural person with full transactional capacity may be a member
of the management board. A member of the management board may not
be a person who has been convicted
of the criminal offence of abuse of
bankruptcy proceedings, abuse within the framework of bankruptcy proceedings, preferential treatment of a
creditor, violation of the obligation to
keep the books and records referred
to in the Criminal Act of the Republic
of Croatia or who has been imposed
the safety measure of prohibition to
engage in a line of occupation that is
in whole or in part encompassed by
the company’s object, which exclusion shall apply for the duration of
such prohibition.
Both Croatian and foreign nationals may sit on the management board.
Members of the management board
are appointed by the supervisory
board for a period not exceeding five
years.
Rights and obligations of
the management board
include:
■ company management
■ representation
■ preparation of decisions and general acts of the general meeting
■ drafting of contracts
■ execution of decisions of the general meeting
■ reporting to the supervisory board
on issues relating to company
management.
The supervisory board must comprise at least three members. The articles of association may provide for a
specified higher number which, however, must be an odd number. A foreign national may also be a member
and there is no obstacle to all members being foreign nationals. The
members of the supervisory board are
elected by the general meeting for a
period not exceeding four years and
may be re-elected.
The supervisory board supervises
the management of the company and
has the right to inspect and examine
the company’s books and records and
any other company documents. The
board reports to the general meeting
on the performed audit.
Board of directors – The articles of
association may provide that a company shall have a board of directors
instead of a management board and a
supervisory board. The board of directors must comprise at least three
members. The articles of association
may, however, provide for a specified higher number. The members of
the board of directors are elected, i.e.
appointed, for a period specified in
the articles of association, which may
not, however, exceed six years. They
may be re-elected, i.e. re-appointed.
The general meeting is a company
body at which the shareholders exer17
How to Start Up an Entreprise in Croatia
cise their rights with respect to the
company. All shareholders are entitled
to participate in the general meeting.
The competence of the general
meeting is defined by law and the
articles of association. The general
meeting in particular resolves on the
election and removal of members of
the supervisory board, i.e. the board
of directors, appropriation of profits,
amendments of the articles of association, increases and reductions in
the share capital, dissolution of the
company, etc. Decisions are generally taken by a simple majority of
votes.
GENERAL PARTNERSHIP (Cro: j.t.d.)
A general partnership shall mean
a company of two or more persons
who have joined in order to permanently engage in an activity under a
common firm name, whereby each
member of the company has unlimited joint and several liability to
company creditors with all his/her
assets. A company member may not
dispose of his/her interest in the company without the consent of the other
company members.
Founders
A company member may be any
natural or legal person, be they domestic or foreign. Legal relationships
between company members are governed by the company agreement. In
this respect company members enjoy
maximum freedom because the provisions of the Companies Act apply
in so far as relationships between
company members have not been
regulated otherwise by the company
agreement.
Share capital
The general partnership does not
have share capital. Unless otherwise
agreed in the company agreement,
18
company members have to contribute equally. A member may invest in
the company money, things, rights,
labour and other services or goods.
Partnership management is entrusted to all partners. The company
agreement may provide that only (a)
particular company member(s) is/are
authorised to manage the partnership.
Each partner is authorised to represent the partnership.
Formation procedure
A general partnership is formed by
the adoption of the company agreement which need not be a notarised
document. Thereupon a notarised filing for registration in the court register is submitted.
The filing for registration
in the court register
contains the following
particulars:
■ the firm name, registered office
and object;
■ the company members (first name
and surname, personal identification number and permanent address, i.e. the firm name and reg-
istered office of each company
member);
■ the names and powers of the persons authorised to represent the
company.
The filing must be accompanied
by the agreement on the company’s
formation (company agreement).
LIMITED PARTNERSHIP (Cro: k.d.)
A limited partnership is a company of two or more persons who
have joined in order to permanently
engage in an activity under a common firm name, of which at least
one has unlimited joint and several
liability for the company’s obligations with all his/her assets (general
partner) and at least one is liable for
the company’s obligations up to the
amount of assets contributed into the
company (limited partner).
Founders
A member of a limited partnership
may be any natural or legal person,
be they domestic or foreign. A limited partnership is a legal person that
upon registration in the court register
acquires its legal personality.
Share capital
A limited partnership does not
have share capital.
Formation procedure
The company is formed by the
adoption of the agreement on the
company’s formation (company
agreement), which need not be a
notarized document. The company
agreement shall assign to one or
more company members the position of general partner(s) and to one
or more company members the position of limited partner(s)..
The filing for registration
of the company in the
court register contains
the following particulars:
■ the firm name, registered office
and object;
■ the first name and surname, personal identification number and
permanent address, i.e. the firm
name and registered office of each
company member;
■ the names and powers of the persons authorised to represent the
company;
■ information on the limited partners;
■ the amounts agreed upon and paid
by each limited partner.
Company management and representation are entrusted to the general
partners.
19
How to Start Up an Entreprise in Croatia
ECONOMIC INTEREST GROUPING.
(Cro: GIU)
An economic interest association
is a a legal person formed by two or
more natural and legal persons in order to facilitate and develop the performance of economic activities constituting their object in such a manner
that such legal person does not make
profits for itself. Members of a grouping may be persons carrying on an
economic activity. Persons practicing
a liberal profession may also become
members of a grouping.
Share capital
An economic interest grouping
is formed without any share capital
and the rights of members may not
be expressed in terms of securities.
The activity of the grouping must be
related to the economic activities of
its members and must not be more
than ancillary to those activities.
Formation procedure
An economic interest grouping is
formed by the conclusion, in the form
of a notarial deed, of the contract for
the formation of the grouping. The
said contract must contain the following:
20
■ the name of the grouping, its registered office and the object for
which it is formed;
■ information on the members of the
grouping (firm name, first name
and surname, legal form, registered office or permanent address
as well as the number and place of
registration of each member of the
grouping);
■ the duration of the grouping, except where this is indefinite.
The grouping acquires legal personality upon its registration in the
court register. The filing for the grouping’s registration and any amendments to such registration (Art. 588)
must be made by all members of the
grouping’s management board.
Along with the grouping itself, the
members have subsidiary unlimited
liability for the grouping’s debts and
liabilities. The management board of
the grouping, which may comprise
one or more natural persons that are
appointed by the members of the
grouping, manages the grouping’s affairs and represents it.
BRANCH OFFICE
Under Croatian legislation foreign
companies and sole traders may engage in economic activities by setting up branch offices (Art. 612). The
statutory provisions relating to the
setting-up of branch offices by domestic companies shall apply to the
setting up and operation of foreignowned branch offices.
A branch office is not a legal
person. The rights and obligations
resulting from its business activities
are not vested with the branch office
itself but with its founder. A branch
shall operate under its own firm name.
In doing so, it must specify both its
seat and the seat of its founder.
in order to register
a branch office, it is
necessary to append
the following documents
in original and certified
Croatian translation to
the filing for registration:
1.an excerpt from the register in
which the founder is registered
clearly indicating its legal form,
date of formation of the branch
office’s foreign founder, number
of registration, object. particulars
on the persons with representative
authority and the scope of their
powers (Art. 613);
2.the decision of the founders on the
setting-up of the branch office;
3.copy of the founder’s deed of formation, company agreement or
articles of association, publicly
certified pursuant to the laws of
the country in which the founder’s
registered office is located;
4.publicly certified summary of the
founder’s last annual financial
statement.
The court of registration
will allow registration if
the founder proves that:
■ it was validly formed in the country of its registered office;
■ persons from the Republic of
Croatia may set up branch offices
in the founder’s country under the
same conditions as those applicable to the founder in the Republic
of Croatia.
The founder is required to file to
the court of registration any change
of particulars.
Where a single founder sets up a
number of branch offices, a separate
formation procedure shall be followed for each of the branch offices.
In such case the filing for registration in the commercial register shall
specify the principal branch office
and designate the other by ordinal
numbers.) The founder shall appoint
one or more persons in each branch
office to represent him/her. He/she
may appoint the same persons in several branches to represent him/her.
As they are not legal persons,
branch offices may not independently acquire legal rights and take on
commitments in legal transactions.
All rights and obligations resulting
from the branch office’s activities
are vested with the founder. Where
a dispute arises with third parties, a
21
How to Start Up an Entreprise in Croatia
party to it is not the branch itself but
the company or the sole trader that
owns it.
Branch offices are required to keep
business books and records according to the regulations applicable in
the Republic of Croatia, namely the
Accounting Act, International Accounting Standards and tax regulations.
Regulations governing
company formation:
The applicable regulations are
available at the Official Gazette’s official website:
http://narodne-novine.nn.hr/default.aspx
■ the Companies Act (Narodne novine [Official Gazette; abbreviated: NN] 152/11, 111/12, 68/13)
22
■ the Court Register Act (NN 1/95,
57/96, 45/99, 54/05, 40/07, 91/10,
90/11, 148/13, 93/14)
■ the Ordinance on the manner of
registration in the court register
(NN 22/12, 127/14)
■ the Decision on the manner of and
conditions for access to court register information (NN 138/02)
■ the National Classification of Economic Activities Act (NN 98/94)
■ the Decision on the national classification of economic activities
(NN 58/07, 72/07)
■ the Ordinance on the classification
of business entities according to
the National Classification of Economic Activities – NKD 2007 (NN
80/07, 45/09, 16/12, 8/13).
II. STARTING A BUSINESS ACTIVITY
The formation of a company in the
Republic of Croatia requires registration with the commercial court, the
Central Bureau of Statistics, the Tax
Administration, the Croatian Pension
Insurance Institute and the Croatian
Institute for Health Insurance. It is
customary to hire a domestic lawyer
or some other legal representative to
oversee the procedure of company
formation.
Firm name of the company
Prior to registration, it is necessary to check with the commercial
court whether the desired company
name has already been registered in
the court register of the same court of
registration. It is recommended that
in addition to the chosen company
name alternative names be prepared
if any of the proposed names has already been taken. In order to be able
to use the word Croatia or any of its
derived forms in the company name,
the founders must obtain special approval from the Government of the
Republic of Croatia or the state authority authorised thereby.
Business premises
In order to be able to register, a
company must have its official address in the Republic of Croatia.
Certification of documents
The filing for registration in the
court register and all accompanying documentation must be certified by a notary public. It is necessary to present to the notary public
one’s identity card or, where one is
a foreign national, passport. All the
founders and other persons whose
signatures need to be certified must
be present. Under Croatian law the
notary public is authorised to draw
up notarial acts, minutes and notarial
certificates having the force of public
documents. The notary public is also
authorised to represent parties in noncontentious matters before courts and
other public bodies where such matters are directly related to the documents drawn up by him/her.
Certified translation
If any of the documents is written
in a foreign language, it is necessary
for registration purposes to provide
the document in original and certified
copy of its Croatian translation.
Company bank account
The share capital (HRK 10.00 for
a simple limited liability company,
HRK 20,000.00 for a limited liability
company and HRK 200,000.00 for a
joint stock company) must be paid
into a bank account, while the receipt
of deposit must be appended to the
filing for the company’s registration.
Accounts used by legal and natural persons for the conduct of payment transactions are opened and
managed by banks on a contractual
basis and in line with the relevant
regulations (Payment Transactions
Act, NN 133/09, 136/12). A business
entity may hold accounts with several
banks of its own choice. When opening an account the following must be
enclosed:
23
How to Start Up an Entreprise in Croatia
1)the Decision on registration in the
court register (a copy is to be enclosed, while the original is to be
presented only for inspection);
2)the notification of business entity
classification issued by the Central
Bureau of Statistics (a copy is to be
enclosed, while the original is to
be presented only for inspection);
3)the seal;
4)the identity card.
Filing for registration in
the court register
Registration in the court register
is within the competence of the court
of registration with jurisdiction over
the area in which the registered office of the entity to be registered is
located. The registration procedure is
instituted by submitting the filing to
the commercial court. relevant register court an application for entry into
the court register.
The filing for registration
in the court register must
include the following:
1.the firm name, seat and address of
the company in the Republic of
Croatia and the object of the company;
2.the amount of the company’s share
capital;
3.the members of the management
board, i.e., the executive directors, shall certify that they have
been advised of their obligation to
make full disclosure to the court
and that no circumstances prevail
that would be contrary to the provision of Article 239, paragraph 2,
of this Act;
4.first names and surnames, i.e. firm
24
names, of company members. If
company members are natural persons, also their personal identification numbers. If they are legal persons, their registration numbers,
i.e. the corresponding particulars
if they are foreign persons.
The following must be
appended to the filing:
1.the founding act (company agreement, deed of formation, decision
of the general meeting, or the like)
accompanied by all appendices,
including the powers of attorney
of the proxies certified by a notary
public;
2.the decision on the appointment
of members of the management
board, the decision determining
the address of the company;
3.a list of company members or general partners or founders specifying their first names and surnames,
permanent addresses and personal
identification numbers, in the case of
foreign nationals, passport numbers
and the states that issued them, or
the firm names or names, registered
offices and the entities’ registration
numbers (Cro: MBS), with an indication of the courts of registration
and the numbers under which they
are registered in the commercial
register, amount of the share capital, and the ordinal numbers and par
values of the shares the founders
subscribed to and the amounts of
the contributions effected;
4.statements by members authorised
to represent the company that they
accept their appointments;
5.proof of payment of the funds
required for the company’s for-
mation, proof of contribution of
things or rights, including a list of
such things and rights, their identifying descriptions and appraised
values, and in case of real estate,
excerpt from the land register;
6.proof of payment of court fees for
the registration and first-instance
decision on registration in the
court register of the commercial
court and proof of advance payment of the costs of publication of
the said registration in the Official
Gazette;
7.proof of appointment of management board members with representative authority, including an
indication of their powers or proof
of appointment of procurators, including an indication of their powers, their certified signatures, and
personal identification numbers
(OIB), and in case of foreign nationals, their passport numbers and the
countries that issued the passports;
8.if during the company’s formation
special benefits are conferred or
things and rights are invested, the
audit report on the company’s formation and on the formation audit,
where an audit was performed;
9.a list of persons authorised to manage the company, their first names
and surnames, dates of birth,
personal identification numbers,
permanent addresses, scope of
authority and statements, given
before the notary public, that they
accept their appointments;
10.if the company has a supervisory
board, list and signatures of the
chairperson and members of the
said board, showing their dates of
birth and permanent addresses;
11.the license document of a government body if required by law
for the purpose of the company’s
formation and registration in the
commercial register;
12.signatures of the members of the
management board certified by a
notary public and deposited with
the commercial register;
13.explanation of the company’s firm
name, if the firm name is foreign.
In addition to the prescribed documents, the founder of the company is
required to append a statement certified by a notary public that neither he/
she nor the company in which he/she
has shares has any outstanding debts
or liabilities that have become due,
as well as a certificate issued by the
authorised legal person conducting
payment transactions stating that neither he/she nor the company in which
he/she has shares has an outstanding
payment order on their accounts, and
certificates of the Tax Administration, the Croatian Pension Insurance
Institute and the Croatian Institute for
Health Insurance stating that neither
he/she nor the company in which he/
she has shares has outstanding tax,
pension insurance or health insurance
liabilities. The statement must not be
older than eight days from the making
of the filing.
The court register is open to the
public. Consequently, anyone, irrespective of whether he/she has a legal
interest, may inspect the particulars
contained in the main register and the
collection of documents and demand
that he/she be issued an excerpt or a
certified copy.
Court fees for the company’s registration in the commercial register
25
How to Start Up an Entreprise in Croatia
total HRK 400.00 (HRK 100.00 for
the filing + HRK 300.00 for the formation).
Publication of company’s
registration
Upon registration in the court register, the commercial court delivers
to the Official Gazette and the daily
newspapers the particulars concerning the registration. The publication
of registration in the Official Gazette
costs HRK 900.00.
3.a copy of the money order certifying to the payment of the administrative fee.
Contact - Central Bureau of Statistics:
Državni zavod za statistiku
10000 Zagreb, Ilica 3
Tel.: +385 (0)1 4806-111
www.dzs.hr
Tax number
The tax number request is filed with
the Tax Administration office having
jurisdiction over the area where the
registered office is located. The deciContact - Official Gazette: sion on registration in the court regisNarodne novine - Odjel oglasa i pretplate
ter, the notification of business entity
Savski gaj, XIII. put 6, 10020 Zagreb
Tel.: +385 (0)1 6652-777 classification issued by the Central
Fax: +385 (0)1 6652-770 Bureau of Statistics, and the signature
www.nn.hr registration card must be presented
Company seal
for inspection. The application must
After receiving a positive decision be filed for the purpose of its registraon registration in the court register it tion in the register of persons liable to
is necessary to have a stamp made. A profit tax and VAT.
copy of the decision on registration in
Contact - Ministry of Finance/Tax
Administration:
the court register must be appended
Ministarstvo financija – Porezna uprava
to the seal order form. The seal must
10000 Zagreb, Josipa Ruđera Boškovića 5
specify the company’s firm name and
Tel.: +385 (0)1 4809-000
the number under which the company
Fax: +385 (0)1 4809-530
www.porezna-uprava.hr
is registered in the court register.
Pension
insurance
Registration number
Employers, legal and natural perA request for the classification by
sons,
persons under obligation to pay
activity under the National Classification of Activities, i.e. a request for contributions are required to deliver
the issuing of a registration number within 15 days from the start of busiand activity code, is made to the Cen- ness the following documents to the
tral Bureau of Statistics within 15 regional office of the Croatian Pendays from receipt of the decision on sion Insurance Institute with jurisdicthe registration in the court register. tion over the employer’s registered
The following is to be appended office:
■ registration form M-11 P relating
to the request:
to the start of business of the per1.the decision on registration in the
son under obligation to pay contricourt register;
butions
2.form RPS-1 (available in Official
Gazette (Narodne novine d.d.) ■ registration form M-1 P for each
new employee.
shops);
26
The following is to
be appended to the
registration forms:
A legal person is required
to append to Forms 1 and
2 the following:
In case of registration form M-11 P:
1.the decision on registration in the
court register;
2.the notification of business entity
classification issued by the Central
Bureau of Statistics;
3.the signature registration card;
4.the seal.
In case of registration form M-1 P
1.the employment contract;
2.identity card or passport (in case
of foreign nationals);
3.residence and work permits (where
required for a foreign national);
4. HZMO electronic record.
1.the decision on registration in the
court register (for inspection only)
2.the notification of business entity
classification issued by the Central
Bureau of Statistics;
3.the registration form of the
Croatian Institute for Health Insurance (copies M-1P and M-11P);
4.proof of permanent address (certificate from the Ministry of the
Interior or the personal ID card);
5.the employment contract.
Contact - Croatian Pension Insurance
Institute:
Hrvatski zavod za mirovinsko osiguranje
Mihanovićeva 3, 10000 Zagreb
Tel.: +385 (0)1 4891-666
Fax: +385 (0)1 4577-063
www.mirovinsko.hr
http://e-prijave.mirovinsko.hr/ep-prijave/
Health insurance
Legal persons under obligation to
pay contributions are required to register for basic health insurance with
the competent regional office of the
Croatian Institute for Health Insurance within 15 days from the start of
business. The registrant must submit
the following forms:
1.the contribution payer registration
– Form 1 (Tiskanica 1)
2.the basic health insurance registration – Form 2 (Tiskanica 2)
3.the family member basic health
insurance registration – Form 3
(Tiskanica 3).
Contact – Croatian Institute for Health
Insurance:
Hrvatski zavod za zdravstveno osiguranje
Margaretska 3, 10000 Zagreb
Tel.: +385 (0)1 4806-333
Fax: +385 (0)1 4812-606
www.hzzo-net.hr
Certificate of fulfilment
of minimum technical
requirements
A company may start engaging in
an activity or activities that constitute
its object after having submitted to
the commercial court the certificate
of compliance with the technical,
health, environmental and other legal
requirements laid down for the performance of this activity or activities
(relating to the business premises,
equipment and means of production)
issued by the competent administrative body (County Office for Economic Affairs).
Simplified procedure for
the formation of a simple
limited liability company
1) Firm name
The first step is the choice of the
company’s firm name. In order to
27
How to Start Up an Entreprise in Croatia
check whether the desired firm name
is available, i.e. that the same or similar firm name is not already taken, it
is necessary to use the portal sudreg.
pravosudje.hr. It is therefore recommended that in addition to the chosen firm name alternative names be
prepared. After the availability of the
firm name is verified, it is possible to
reserve the name.
2) Notary public
The notary public draws up the
minutes of the company’s formation, the filing for the company’s
registration in the court register, and
the no-outstanding-debt declaration.
The said documents must be signed
and certified by a notary public. All
founders and other persons whose
signatures need to be certified must be
present during the certification. The
amounts to be paid include the cost of
the notary public (HRK 500.00) and
the cost of the no-outstanding-debt
declaration (HRK 47.50).
3) Bank account
The founders of the simple limited
liability company must open a bank
account into which the following
payments must be made:
a. the amount of the share capital
(HRK 10.00);
b.the court fee for registration in the
court register (HRK 60.00);
c. the publication in the Official
Gazette (Narodne novine) (HRK
200.00).
4) Registration in the court
register
A notary public or HITRO.HR
makes the filing for the formation
of a simple limited liability company through the e-Tvrtke system. If
28
the filing is complete and correctly
filled-in, the commercial court having jurisdiction is required to send
electronically the decision on the
registration of the simple limited liability company in the court register
within 24 hours. The filing may also
be personally delivered to the commercial court. In such cases, however, the registration procedure lasts
from 3 to 7 days.
The documents necessary for registration in the court register:
a. the filing for the registration of the
company’s formation;
b.the minutes of the formation;
c. the list of company members;
d.proof of share capital payment;
e. proof of court fee payment;
f. proof of payment for the publication in the Official Gazette (NN);
g.the no-outstanding-debt declaration.
5) Croatian Bureau of
Statistics
The request for classification by
activity under the National Classification of Activities, i.e. the request
that the business entity be given a
company registration number and
activity code, is made to the Croatian
Bureau of Statistics. The following
must be appended to the request:
a. the decision on registration in the
court register;
b.RPS-1 form (can be bought at the
Narodne novine d.d. shops).
6) Activities immediately
preceding the start of
business
Among the last steps to be taken
is the making of the stamp and registration of the owner and employees
in the pension and health insurance
systems.
The company needs to be registered with the Tax Administration
office having territorial jurisdiction
over the company’s registered office
for the purpose of its registration in
the register of persons liable to income tax and VAT. The decision on
registration in the court register, the
notification of business entity classification under the National Classification of Activities and the signature
registration card need to be presented
for inspection.
HITRO.HR
In order to simplify and accelerate as much as possible the company
registration procedure, the Government of the Republic of Croatia has
established the HITRO.HR service.
Most of the steps within the company
formation procedure may be taken
via the HITRO.HR service or electronically.
All Financial Agency’s (FINA)
HITRO.HR counters that are located
in all major towns of the Republic of
Croatia act as one-stop shops speeding up and simplifying the procedure
for the formation of limited liability
companies and the starting of crafts
businesses and provide all the necessary information.
HITRO.HR
Info phone: 0800 0080
E-mail: info@hitro.hr
www.hitro.hr
29
How to Start Up an Entreprise in Croatia
III. REPRESENTATIVE OFFICE
Upon accession of the Republic of
Croatia to the European Union, foreign founders with registered offices
located in the member states of the
EU or the European Economic Area
are no longer required to register representative offices. Founders from
third countries are still under such
obligation and must comply with the
general provisions on the setting up
of representative offices.
If an already set-up representative
office from a member state of the EU
or the EEA wants to do business in
the Republic of Croatia in such a way
that it has its own business premises
and employs workers with the intention of carrying out an economic
activity, it may continue to operate
provided it registers as a company or
a branch office with the commercial
court having jurisdiction or as a crafts
business with the economic affairs
office having jurisdiction.
The registration of the head office or establishment in the Republic of Croatia is not required in the
case of services regulated by Directive 2006/123/EC on services in the
internal market, which services are
performed on a periodic or temporary basis, if the service provider
is established in another member
state.
If the founder of a representative
office in the Republic of Croatia from
an EU or EEA member state will continue to conduct only market research
activities and represent their company (performance of non-economic
activities for no consideration), the
30
representative office need not be registered.
A representative office in the Republic of Croatia may be set up by
a foreign entity engaging in an economic activity as well as by a national
or international business association.
A representative office may be established for the purpose of market
research, promotion, provision of information and its representation.
A representative office is not a legal person and is considered a part of
the founder. It may not conduct transactions constituting the founder’s
activity, i.e., enter into contracts on
behalf of the founder, but may only
carry out transactions by order of the
founder.
Exceptionally, foreign air carriers’
representative offices may also sell
transport documents as provided in
international agreements signed by
the Republic of Croatia and international conventions.
Representative offices do business
under the firm names of their founders to which an indication of their
status as representative offices must
be added. A foreign person with a
representative office in the Republic
of Croatia may set up one or several
offices of its representative office.
The representative office must
file for registration in the Register
of Representative Offices of Foreign
Persons in the Republic of Croatia
which is kept by the Ministry of the
Economy and may start operating
only upon its registration in the Register.
The filing for registration
made by a foreign person
or their authorised
representative must
contain the following:
■ the firm name, registered office
and object of the founder;
■ the name and registered address
of the representative office in the
Republic of Croatia;
■ basic information about one or
more persons responsible for the
operation of the representative office (first name, surname, permanent address, number of identity
document, and in the case of foreign nationals, the number of the
passport and the country that issued the passport);
■ a description of the operations conducted by the representative office
in the Republic of Croatia.
The following documents
must be appended to the
filing:
■ the founder’s decision to set up a
representative office in the Republic of Croatia;
■ a document certifying to the registration of the foreign person in
the register kept in the country
in which the foreign person has
their registered office or another
valid document certifying to the
founder’s formation in accordance with the laws of the country in which the founder has their
registered office, which specifies
the founder’s legal form and formation date;
■ proof of administrative fee payment.
The documents must be submitted
in original and a certified Croatian
translation done by a certified court interpreter. The Ministry of the Economy
registers the representative office in the
Register within 30 days of the submission of the filing and the documents.
The representative office is represented by the person appointed by the
founder as the representative office’s
manager. The founder is required
to file any change of particulars
for registration in the Register. The
representative office may employ
domestic or foreign nationals. Employment relationships, salaries and
other working conditions pertaining
to Croatian nationals employed at the
representative office are regulated by
the statutory provisions on employment relationships in the Republic of
Croatia. The founder is required to
conclude a contract of employment
with the person being employed,
The terms of such contract may not
provide for less rights and more unfavourable working conditions than
the rights and conditions provided for
by law and the collective agreement.
Foreign nationals and stateless
persons that are to work at a representative office are required to obtain
a work permit in accordance with
special regulations.
Upon their registration in the Register, the founder of a representative
office may open a non-resident foreign currency or domestic currency
(kuna) account with a bank licensed
for international transactions. The
representative office may not use
these accounts for payment and collection purposes (with the exception
31
How to Start Up an Entreprise in Croatia
of foreign air carriers’ representative
offices). Instead these accounts are
to be used by the founder to remit
via them the funds necessary for the
payment of the representative office’s
operating costs (expenditures relating to employees, expenditures for
business premises, material and utility costs, etc.).
The Ministry of the
Economy may decide
on the deletion of the
representative office from
the Register if:
■ the founder decides to dissolve the
representative office;
■ the founder ceases to exist in the
country in which it has its registered office;
■ there is no longer any responsible
person and the founder fails to appoint another such person within
two months from the Ministry’s
warning;
■ the representative office does not
meet the criteria set out in the Ordinance and specified in the decision on registration in the Register;
■ the representative office violates
the Croatian law;
32
■ the representative office engages
in activities other than that of representing the foreign founder;
■ in the course of the previous two
years the founder has been convicted more than two times for a
business offence or misdemeanour
by the court having jurisdiction.
The filing for the registration of the
representative office in the Register is
sent to the following address of the
Ministry of the Economy:
MINISTARSTVO GOSPODARSTVA
Registar stranih predstavništava
Ulica grada Vukovara 78, 10000 Zagreb
Tel.: +385 (0)1 6106-111
Fax: +385 (0)1 6109-111
Legislation applying
to the formation and
operation of foreign
representative offices:
http://narodne-novine.nn.hr/default.aspx
■ Trade Act (NN 87/08, 96/09,
116/08, 76/08, 114/11, 68/13,
30/14);
■ Regulation on the requirements
for the formation and operation of
representative offices of foreign
persons in the Republic of Croatia
(NN 21/09)
IV. CRAFTS
A craftsperson is a natural person
that independently and permanently
conducts in his/her own name and for
his/her own account one or more permitted economic activities in order
to make profit through manufacture,
transport or the provision of services
on the market. A craftsperson may
also employ other individuals.
Depending on the requirements, a
crafts business may be:
■ free;
■ qualified; or
■ privileged.
Free crafts are those whose practice requires no professional skills or
a master craftsman’s certificate examination .
Qualified crafts are those whose
practice requires either the passing of
a vocational examination or the holding of a corresponding high-school
degree or the passing of a master
craftsman’s certificate examination.
A trade license is required for the
practice of both free and qualified
crafts. Such license is issued by the
county office or the City of Zagreb
Office with territorial jurisdiction
over the seat of the crafts business.
Privileged crafts are those performed on the basis of a privilege,
i.e. licence. Depending on the craft
type, such licence is granted by the
competent ministry.
Traditional and art crafts are
those whose practice requires special
knowledge of craft skills and possession of special competences and
which are predominantly practiced
by hand.
A natural person satisfying the criteria for the practice of a craft and
holding a trade license or privilege
becomes a craftsperson upon his/her
registration in the register of crafts
and trades.
Registers of crafts and trades are
kept by county state administration
offices having territorial jurisdiction, i.e. the City of Zagreb Office.
Privileges are entered in the register
of privileges kept by the ministry in
charge of issuing privileges or another body depending on the activity
of each specific craft.
Legislation relating to
the starting of a crafts
business*:
http://narodne-novine.nn.hr/default.aspx
■ the Crafts Act (NN 49/03, 68/07,
79/07, 143/13).
*Note: A crafts business is a special
category in Croatia that includes a wide range
of activities (manufacture, services, trade,
etc.).
33
How to Start Up an Entreprise in Croatia
V. SOLE TRADER
A sole trader is any natural person that engages independently in
an economic activity in accordance
with the regulations on the crafts and
trades and that is registered in the
commercial register as a sole proprietor. A craftsperson satisfying certain
requirements may file for registration
as a sole trader in the court register.
This possibility is available to any
craftsperson whose annual income
exceeds HRK 2 million in the year in
which the said income is established.
A craftsperson whose annual income
exceeds HRK 15 million is required
to file for registration as a sole trader
in the court register.
The sole trader status is acquired
upon registration in the court register
34
and is lost upon deletion from the said
register. The filing for registration
in the commercial register must
contain the following:
■ the firm name, seat, object of the
sole trader;
■ information on his/her annual income;
■ the name of the register of crafts
and trades and the number under which the person in question
is registered as a craftsperson.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Companies Act (NN 152/11,
111/12, 68/13).
VI. BUSINESS ACTIVITIES REQUIRING
SPECIAL LICENSES
The law provides that certain activities may be undertaken only subject
to the approval, authorisation or some
other act of a state body or another
institution. Where no such special approval has been obtained, the company
may not have such activities registered
in the court register and consequently
may not undertake them.
CREDIT INSTITUTIONS
A credit institution which has
its registered office in the Republic
of Croatia is a legal person authorised by the Croatian National Bank,
whose business is to receive deposits
and other repayable funds from the
public and to grant credits for its own
account – bank services and other financial services. A credit institution
may be established as a bank, a savings bank or a housing savings bank.
Initial capital
The initial capital of a bank, a
savings bank and a housing savings
bank is to amount to at least HRK 40
million, HRK 8 million, and HRK 20
million, respectively. A credit institution is a joint stock company. The
shares of a credit institution are registered shares and are issued in nonmaterial form. They must be fully
paid-up in cash before the credit institution’s formation or any increase
in its initial capital is entered in the
court register.
Branch office
A branch office of a credit institution is a legally dependent part of
the credit institution providing one or
more services provided by the said
credit institution and as a result of
whose operation the credit institution
acquires rights and duties. A branch
office has no legal personality.
Representative office
A representative office of a credit
institution is a legally dependent
part of the credit institution which
may only carry out activities relating
to market research, representation,
advertising and provision of information on the credit institution that
established it.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Credit Institutions Act (NN
117/08, 74/09, 153/09, 108/12,
54/13, 159/13, 19/15).
INSURANCE
An insurance undertaking may be
set up by domestic and foreign legal
and natural persons and by persons
from EU member states or the EEA
under the terms and conditions set
out in the Act. An insurance undertaking may be set up as a joint stock
company, a European joint stock
company or a mutual insurance company.
A reinsurance undertaking may
write only reinsurance and may be set
up only in the form of a joint stock
company or a European joint stock
company.
SHARE CAPITAL
The minimum amount of share
capital of a joint-stock insurance and
35
How to Start Up an Entreprise in Croatia
reinsurance undertaking may not be
less than:
■ HRK 19.500.000,00 if the undertaking is active in one non-life insurance line only;
■ HRK 28.860.000,00 if the undertaking is active in all non-life insurance lines;
■ HRK 28.860.000,00 if the undertaking is active in life assurance;
■ HRK 28.080.000,00 if the undertaking is active in reinsurance.
Business authorisation
The Croatian Financial Services
Supervisory Agency issues business
authorisations for the conduct of insurance business.
Branch office
An insurance undertaking may
undertake insurance business for
which it has been authorised by the
supervisory body either through a
branch or directly provided it fulfils
the statutory conditions. The branch
office must have adequate funds at
its disposal in the form of a deposit
valued at one half of the prescribed
share capital. A foreign insurance or
reinsurance undertaking is a legal
person with registered office outside
the Republic of Croatia or a member
state which has been authorised by
the supervisory body of the Republic of Croatia to undertake insurance/
reinsurance business in Croatia or by
the supervisory authority of a member state to undertake insurance/reinsurance business on the territory of
this member state or which has been
authorised to undertake insurance/reinsurance business in classes of insurance different from those for which it
has previously been authorised.
36
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Insurance Act (NN 151/05,
87/08, 54/13, 94/14).
ROAD TRANSPORT
Special authorisation is required
for the performance of the following
activities:
1)Internal public road transport
a) cargo transport in domestic road
transport;
b) transport of passengers in domestic road transport;
c) taxi transport.
Legal or natural person – craftsperson may conduct the activity of
domestic public road transport of
passengers or freight if it has been
registered in the court register or the
register of crafts and trades and holds
a domestic transport license issued by
the state administration office in the
county or the administrative body of
the City of Zagreb in charge of traffic.
2)International public road transport
a) cargo transport in international
traffic;
b) transport of passengers in international traffic.
Any natural or legal person may
perform the activities of international
public road transport of passengers
or cargo provided they are registered
in the court register or the register of
crafts and trades and hold a Community license issued by the Ministry
responsible for transport. The term
of validity of the Community license
is up to 10 years. During its period
of validity the conditions for the issuance of the licence must be met
permanently.
Until a contract between the EU
and a third country is signed, road
transport between any EU member
state and the third country will be
regulated by bilateral agreements that
the Republic of Croatia signed with
particular member states.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Road Transport Act (NN
82/13).
CHARTERED
INTERNATIONAL
FORWARDER
Agency in the submission of customs clearance documents may be
performed by companies or sole traders that meet the requirements specified in the Act on the Requirements
for the Performance of Agency in
Customs Clearance Procedures and
have been authorised by the Customs
Administration of the Ministry of Finance.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Act on the Requirements for
the Performance of Agency in
Customs Clearance Procedures
(NN 92/01).
STATE SURVEYING AND
REAL ESTATE CADASTER
ACTIVITIES
State surveying and real estate
cadaster activities are performed by
the State Geodetic Administration as
provided by law and by the administrative bodies of the local self-government units. Such activities may
also be performed by legal persons
registered for their performance and
by the surveyor who performs such
activities independently in a licensed
surveyor’s office or a jointly owned
survey office. The performance of
land surveying activities is subject
to consent from the State Geodetic
Administration.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the State Surveying and Real
Estate Cadaster Act (NN 16/07,
152/08, 124/10, 56/13);
■ the Ordinance on the requirements
and standards for the issuance of
the certificate of consent for the
performance of state surveying
and real estate cadaster activities
(NN 105/07, 116/07).
PRODUCTION OF AND
TRADE IN TOBACCO AND
TOBACCO PRODUCTS
The processing of tobacco, production of tobacco products and trade
in tobacco and tobacco products may
be performed by legal persons with
a registered office in the Republic
of Croatia that on the basis of their
meeting the requirements set out in
the Tobacco Act have been registered
in the corresponding register kept by
the Ministry of Agriculture.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Tobacco Act (NN 69/99,
14/14).
PRODUCTION OF AND
TRADE IN EXPLOSIVES
Under the Explosive Substances
Act explosive substances are: (1)
explosives for commercial purposes,
(2) devices for initiating explosives,
37
How to Start Up an Entreprise in Croatia
(3) pyrotechnical devices, (4) ammunition, (5) gunpowder, (6) products
filled with explosive substances, (7)
raw material with explosive characteristics used for the production of
explosives in accordance with the
law.
1.The production of explosive substances is subject to consent from
the Ministry of the Interior.
2.The decision on the provision of
transport of explosive substances
is issued by the Ministry of the Interior.
3.The procurement and sale of pyrotechnical devices for entertainment class III and IV is permitted
to legal and natural persons that
have been issued the procurement
license by the Police Administration.
4.Mining activities related to ore
excavation as defined by the Mining Act may be performed by legal
persons that have obtained a permit to perform such activity from
the Ministry of the Interior.
http://narodne-novine.nn.hr/default.aspx
■ the Explosive Substances Act (NN
178/04, 109/07, 67/08, 144/10).
ENERGY ACTIVITIES
Under the Energy Act energy activities are:
(1) production of energy, (2) the
transfer or transport of energy (3) storage, (4) distribution (5) management
of the power facilities, (6) supply, (7)
the energy trade and (8) organization
of the energy market, (9) the production of petroleum products, (10) oil
pipeline transportation, (11) pipeline
transportation of oil derivatives, (12)
38
transportation of petroleum, petroleum products and bio fuels by road
vehicles, (13) transportation of petroleum, petroleum products and bio
fuels by rail (14) transportation of petroleum, petroleum products and bio
fuels by waterways (15) oil products
wholesale (16) petroleum products
retail, (17) the storage of petroleum
and petroleum products, (18) the storage of liquefied petroleum gas (19)
liquefied petroleum gas wholesale,
(20) liquefied petroleum gas retail.
Legal and natural persons may
perform energy activities only provided they have been issued a license
by the Croatian Energy Regulatory
Agency.
Legal or natural persons may perform electricity generation activities
without a licence for the performance
of electricity activities if they have
ensured professional management
and operation of their energy facilities in accordance with the technical
regulations, requirements and conditions and solely for the following:
1)generation of electricity using generation facilities having an aggregate power of up to and including
1 MW, or
2)generation of electricity solely for
their own needs, or
3)generation of electricity during
the commissioning of generation
facilities.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Energy Act (NN 120/12,
14/14);
■ the Electricity Market Act (NN
22/13);
■ the Petroleum and Petroleum
Products Market Act (NN 19/14);
■ the Act on the Regulation of Energy Activities (NN 120/12).
PRODUCT COMPLIANCE
TESTING
The compliance testing system is
implemented to check products, processes and services for compliance with
the basic requirements. The system includes testing, certification, supplier’s
statement of compliance, technical
supervision and authorization (accreditation) of laboratories and legal
entities for the performance of certification, and of legal entities for the
performance of technical supervision.
A legal person, or its part, and
natural person running tests in the
certification procedure under the
Accreditation Act must meet legal
requirements for the performance of
specific tests.
The Croatian Accreditation Agency, among other things, accredits
testing and calibration laboratories,
companies and individuals for verification/certification of products,
management systems and staff and
accredits legal and natural persons
engaged in technical supervision, etc.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Accreditation Act (NN 158/03,
75/09, 56/13);
■ the Act on Technical Requirements for Products and Conformity Assessment (OG 80/13);
■ the Regulation on the establishment of the Croatian Accreditation Agency (OG 158/04, 44/05,
30/10).
PROTECTION AND
PRESERVATION OF
CULTURAL HERITAGE
Specialized legal and natural persons engage in the research, study,
preservation, restoration, protection,
renovation, the use of and trade in
cultural heritage.
After obtaining an opinion from
the Minister of the Economy, the
Minister of Culture prepares ordinances that set out the requirements
for a legal entity or natural person
that wants to obtain a permit for activities in the field of protection and
maintenance of cultural heritage.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Protection and Preservation of
Cultural Heritage Act (NN 69/99,
151/03, 157/03, 87/09, 88/10,
61/11, 25/12, 136/12, 157/13,
152/14).
TRADE IN AND
PRODUCTION OF DRUGS
AND MEDICAL PRODUCTS
The activity of testing, trading,
producing and assessing the quality
of drugs, homeopathic and medical
products may be performed by legal
and natural persons that meet special
requirements for the performance of
those activities as set by the Minister
of Health.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Medicinal Products Act (NN
76/13, 90/14);
■ the Medical Devices Act (NN
76/13).
39
How to Start Up an Entreprise in Croatia
TRADE IN AND
PRODUCTION OF
VETERINARY DRUGS AND
VETERINARY MEDICINE
PRODUCTS
The activity of producing, testing,
trading in and assessing the quality,
effect and tolerance of drugs, medicinal supplements and veterinary medicine products may be performed by
legal entities meeting special requirements. The special requirements for
this activity are defined by the Ministry of Agriculture, which also issues
the permit for the performance of the
activity.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Veterinary Medicine Products
Act (NN 84/08, 56/13, 94/13,
15/15).
PRODUCTION, REPAIR
OF AND TRADE IN
ARMAMENTS AND
MILITARY EQUIPMENT
Armaments and military equipment may be produced by legal entities and natural persons registered for
production for special purposes and
listed as manufacturers of armaments
and military equipment approved by
the Government of the Republic of
Croatia following a proposal by the
Ministry of Defence or crafts businesses that produce armaments and
military equipment and are on the
list of approved producers of armaments and military equipment that is
compiled by the Government of the
Republic of Croatia on the proposal
of the Ministry of Defence.
The company name or the name
40
of the producer or its branch may not
contain the designation of the activity
relating to special-purpose production. The Ministry of Defence and the
Ministry of the Interior are obliged to
keep records on the permits issued for
the export and import of armaments
and military equipment intended for
the Armed Forces of the Republic of
Croatia or the Ministry of the Interior. In addition, both Ministries are
obliged to report to the Government
of the Republic of Croatia at least
once a year on the armaments and
military equipment imported and exported over the previous year.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Production, Repair of and
Trade in Armaments and Military Equipment Act (NN 33/02,
173/03, 146/08).
PRODUCTION OF AND
TRADE IN ARMS AND
AMMUNITION
The production of arms may be
performed by companies which,
before their registration in the court
register at a commercial court, are issued a permit by the Ministry of the
Interior, specifying they are licensed
to perform these activities.
The production of ammunition
may be performed by companies and
trades as specified by regulations on
the manufacture of explosive substances.
The retail trade in arms and ammunition may be performed by companies and trades, which, before the
court i.e. trade registration, are issued
a permit by the Ministry of the Interior.
Arms repairs and alterations may
be performed by companies and
crafts which, before their registration
in the court register or the register of
crafts and trades, are issued a permit
by the Ministry of the Interior.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Arms Act (NN 63/07, 146/08,
59/12).
PROFESSIONAL ACTIVITIES
OF ENVIRONMENTAL
PROTECTION
Legal persons registered for the
performance of professional activities in the field of environmental protection that engage in environmental
monitoring prepare environmental
protection studies, project reports
and environmental impact studies,
provide professional training in environmental protection methods and
engage in other activities.
Authorised persons may start undertaking these activities after they
obtain consent from the Ministry for
Environment and Nature Protection.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Environmental Protection Act
(NN 80/13, 153/13).
PHYSICAL PLANNING
ACTIVITIES
The authorisation for energy certification and energy audits of buildings is granted to a legal person provided it is registered for performing
the activities of energy certification
and energy audits of buildings, employs full-time and for an indefinite
period of time at least one person who
meets the statutory requirements and
has a valid professional liability insurance contract.
The authorisation is issued by the
Ministry of Construction and Physical Planning.
Expert well-foundedness of physical plans and documents adopted by
competent authorities shall be ensured by state administrative bodies,
professional administrative bodies,
institutes and other legal persons
registered for performing expert
activities of physical planning and
authorised architects independently
performing expert activities of physical planning.
The authorisation is issued by the
Ministry of Construction and Physical Planning.
Inspection activities are carried out
by construction inspectors employed
by the ministry responsible for construction and physical planning,
while inspection of construction activities and spatial interventions other
than construction are carried out by
the administrative body of the local
self-government unit responsible for
utility services, i.e. the administrative department having jurisdiction
over the area in which construction
activities or spatial interventions are
undertaken.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Building Act (NN 153/13);
■ the Physical Planning Act (NN
153/13);
■ the Construction Inspection Act
(NN 153/13).
41
How to Start Up an Entreprise in Croatia
TAX CONSULTANCY
Tax consultancy is an activity that
includes the provision of advice on
tax issues, representation in tax procedures before tax authorities and
preparation of tax returns. In addition to tax consultancy, book-keeping, preparation of financial reports
and other similar services may be
provided. As provided by the Tax
Consultancy Act, self-employed tax
advisors and general partnerships for
tax consultancy may provide tax consultancy services.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Tax Consultancy Act (NN
127/00, 76/13).
AUDITING
Audit services may be provided
by companies established under the
provisions of the Companies Act
and auditors from member states
of the European Union or the European Economic Area, regardless
of their legal form, provided they
have been issued a licence by the
Croatian Audit Chamber, as well as
by independent auditors established
under the provisions of the Audit Act
and licensed by the Croatian Audit
Chamber.
Foreign audit companies may perform audits in Croatia after they have
established a branch, as provided by
the Companies Act. The provisions
of the Audit Act apply to the operation of foreign audit companies on
the basis of mutual reciprocity between Croatia, EU member states and
third countries.
42
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Audit Act (NN 146/05, 139/08,
144/12).
MINE CLEARANCE
The decision authorising the undertaking of mine clearance activities
is issued by the Ministry of the Interior provided the requirements of the
Mine Clearance Act are met.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Humanitarian Demining Act
(NN 63/07, 152/08).
TELECOMMUNICATION
SERVICES
Any legal or natural person is entitled to set up, use and provide the
services of an electronic communications network and offer electronic
communications services in the Republic of Croatia without having
obtained special authorisation. This
general authorisation includes the
performance and provision of services in the area of electronic communications networks, construction,
setting up and usage of electronic
communications infrastructure, negotiating and arranging access and
interrelation at the national and international level and operating one
or several universal services in accordance with the Electronic Communications Act. Operators of public
electronic communications networks
and publicly available electronic
communications services, which are
offered for sale on the open market,
are obliged to inform the Croatian
Post and Electronic Communications
Agency of the start of, changes to and
termination of activities in the area of
electronic communications networks
and services.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Electronic Communications
Act (NN 73/08, 90/11, 133/12,
80/13).
VETERINARY ACTIVITIES
Under the Veterinary Medicine
Act, any legal or natural person
may found a veterinary organization
subject to prior veterinary approval
from the competent veterinary office and after having obtained the
opinion of the Croatian Veterinary
Chamber, provided it complies with
statutory requirements. A veterinary
practice may be set up by a veterinary with the prior approval of the
competent veterinary office and after having obtained the opinion of
the Croatian Veterinary Chamber
provided he/she meets the statutory
requirements.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Veterinary Medicine Act (NN
82/13, 148/13).
EMPLOYMENT
INTERMEDIATION
Besides the Croatian Employment Service, legal persons in the
form of companies and self-employed natural persons may engage
in employment-related activities
provided they meet the prescribed
criteria and have obtained approval
from the Ministry of Labour and
Pension System.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Employment Intermediation
and Rights during Unemployment
Act (NN 80/09, 94/09, 121/10,
25/12, 118/12, 12/13, 153/13).
SECURITY SERVICES
Private security services include
the protection of persons and assets
by physical and/or technical means
which complies with the rules of
procedure set by the law. Private security services may be provided by
legal persons registered for providing private security services at the
competent commercial court, with
the exception of silent partnerships.
Craftspersons are also entitled to
provide technical protection services, whereas under special provisions
physical protection services may be
provided by them only for private
purposes. In addition to legal persons
and craftspersons, private protection
services may, according to the applicable Croatian legislation, also be
provided by legal persons and craftspersons registered within the EU or
European Economic Area member
states that have been issued a permit
to provide private security services
by the EU or European Economic
Area member state. The Ministry of
the Interior issues the approval for the
provision of security services proved
all the statutory requirements have
been fulfilled.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Private Security Act (NN
68/03, 31/10, 139/10).
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How to Start Up an Entreprise in Croatia
AIR TRAFFIC
Civil aviation authorities include
the Ministry in charge of for civil aviation, the Civil Aviation Agency and
the Air, Maritime and Railway Traffic Accident Investigation Agency.
Commercial air transport and other
commercial and non-commercial
operations may be conducted only
by entrepreneurs complying with
the requirements set out in the regulations adopted pursuant to the Air
Traffic Act and holding the required
licences, certificates or approvals as
provided for in those regulations.
44
International scheduled air services
may be provided by Croatian air carriers which, in addition to fulfilling
other requirements, comply with the
terms and conditions of international
agreements and other international
acts regulating the safe and orderly
provision of international scheduled
air services.
Relevant legislation:
http://narodne-novine.nn.hr/default.aspx
■ the Air Traffic Act (NN 69/09,
84/11, 54/13, 127/13, 92/14).
VII. IMPORTANT INSTITUTIONS AND
MINISTRIES IN THE REPUBLIC OF CROATIA
PARLIAMENT OF THE REPUBLIC OF
CROATIA
Trg sv. Marka 6, 10000 Zagreb
Tel.: +385 (0)1 4569-222, 6303-222
Fax: +385 (0)1 6303-018
E-mail: gradjani@sabor.hr, sabor@sabor.hr
www.sabor.hr
GOVERNMENT OF THE REPUBLIC OF
CROATIA
Trg sv. Marka 2, 10000 Zagreb
Tel.: +385 (0)1 4569-222, 4569-239
Fax: +385 (0)1 6303-022
E-mail: predsjednik@vlada.hr
www.vlada.gov.hr
MINISTRY OF FINANCE
Katančićeva 5, 10000 Zagreb
Tel.: +385 (0)1 4591-333
Fax: +385 (0)1 4922-583
E-mail: glasnogovornica@mfin.hr
www.mfin.hr
MINISTRY OF DEFENCE
Trg kralja Petra Krešimira IV br.1, 10000
Zagreb
Tel.: +385 (0)1 4567-111
Fax: +385 (0)1 4613-310
E-mail: infor@morh.hr
www.morh.hr
MINISTRY FOR ENVIRONMENT AND
NATURE PROTECTION
Radnička cesta 80, 10000 Zagreb
Tel.: +385 (0)1 3717-111
Fax: +385 (0)1 3717-149
www.mzoip.hr
MINISTRY OF THE INTERIOR
Ulica grada Vukovara 33, 10000 Zagreb
Tel.: +385 (0)1 6122-111
Fax: +385 (0)1 6122-452
E-mail: pitanja@mup.hr, policija@mup.hr
MINISTRY OF CULTURE
Runjaninova 2, 10000 Zagreb
Tel.: +385 (0)1 4866-666
Fax: +385 (0)1 4816-755
www.min-kulture.hr
MINISTRY OF AGRICULTURE
Ul. grada Vukovara 78, 10000 Zagreb
Tel.: +385 (0)1 6106-111
Fax: +385 (0)1 6109-201
E-mail: office@mps.hr
www.mps.hr
MINISTRY OF REGIONAL
DEVELOPMENT AND EU FUNDS
Račkoga 6,10000 Zagreb
Tel.: +385 (0)1 6400-600
Fax: +385 (0)1 6400-644
E-mail: kabinet@mrrfeu.hr
www.mrrfeu.hr
MINISTRY OF WAR VETERANS
Savska cesta 66, 10000 Zagreb
Tel.: +385 (0)1 2308-888
Fax: +385 (0)1 2308-855
E-mail: ministarstvo@branitelji.hr
www.branitelji.hr
MINISTRY OF TOURISM
Prisavlje 14, 10000 Zagreb
Tel.: +385 (0)1 6169-111, 6169-180,
6169-240
Fax: +385 (0)1 6169-181
E-mail: ministar@mint.hr
www.mint.hr
MINISTRY FOR MARITIME AFFAIRS,
TRANSPORT AND INFRASTRUCTURE
Prisavlje 14, 10000 Zagreb
Tel.: +385 (0)1 6169-111
Fax: +385 (0)1 3784-580
E-mail: info@mppi.hr
www.mppi.hr
MINISTRY OF FOREIGN AND
EUROPEAN AFFAIRS
MINISTRY OF SCIENCE, EDUCATION
AND SPORTS
MINISTRY OF THE ECONOMY
MINISTRY OF JUSTICE
Trg N. Š. Zrinskog 7-8, 10000 Zagreb
Tel.: +385 (0)1 4569-964
Fax: +385 (0)1 4551-795
E-mail: ministarstvo@mvep.hr
www.mvep.hr
Ul. grada Vukovara 78, 10000 Zagreb
Tel.: +385 (0)1 6106-111
Fax: +385 (0)1 6106-282
E-mail: info@mingo.hr
www.mingo.hr
Donje svetice 38, 10000 Zagreb
Tel.: +385 (0)1 4569-000
Fax: +385 (0)1 4594-301
E-mail: uzoj@mzos.hr
www.mzos.hr
Ulica grada Vukovara 49, 10000 Zagreb
Tel.: +385 (0)1 3714-000
Fax: +385 (0)1 3714-507
E-mail: pitanja@pravosudje.hr
www.mprh.hr
45
How to Start Up an Entreprise in Croatia
MINISTRY OF HEALTH
Ksaver 200 a, 10000 Zagreb
Tel.: +385 (0)1 4607-555, 0800-7999
Fax: +385 (0)1 4677-076
E-mail:pitajtenas@miz.hr
www.zdravlje.hr
MINISTRY OF ADMINISTRATION
Maksimirska 63, 10000 Zagreb
Tel.: +385 (0)1 2357-555
Fax: +385 (0)1 2357-607
E-mail: kontakt-uprava@uprava.hr
www.uprava.hr
MINISTRY OF ENTERPRENEURSHIP
AND TRADE
Ul. grada Vukovara 78, 10000 Zagreb
Tel.: +385 (0)1 6106-111, 0800-234-505
E-mail: pitanja@minpo.hr
www.minpo.hr
MINISTRY OF LABOUR AND PENSION
SYSTEM
Ul. grada Vukovara 78, 10000 Zagreb
Tel.: +385 (0)1 6106-111
E-mail: info@mrms.hr
www.mrms.hr
MINISTRY OF CONSTRUCTION AND
PHYSICAL PLANNING
Ul. Republike Austrije 20, 10000 Zagreb
Tel.: +385 (0)1 3782-444
Fax: +385 (0)1 3772-822
E-mail: glasnogovornica@mgipu.hr
www.mgipu.hr
MINISTRY OF SOCIAL POLICY AND
YOUTH
Trg. J. J. Strossmayera 9, 10000 Zagreb
Tel.: +385 (0)1 4591-666, 4591-731
Fax: +385 (0)1 4591-721
E-mail: hbor@hbor.hr
www.hbor.hr
CROATIAN AGENCY FOR SMES,
INNOVATION AND INVESTMENTS –
HAMAG-BICRO Prilaz Gjure Deželića 7, 10000 Zagreb
Tel.: +385 (0)1 4881-003, 4881-043,
4881-015
Fax: +385 (0)1 4881-009
E-mail: hamagbicro@hamagbicro.hr
www.hamagbicro.hr
CROATIAN AGENCY FOR SUPERVISION
OF FINANCIAL SERVICES (HANFA)
Miramarska 24b, 10000 Zagreb
Tel.: +385 (0)1 6173-200
Fax: +385 (0)1 4811-406
E-mail: info@hanfa.hr
www.hanfa.hr
CROATIAN COMPETITION AGENCY
Savska cesta 41/XIV, 10000 Zagreb
Tel.: +385 (0)1 6176-448, 6172-127
Fax: +385 (0)1 6176-450
E-mail: agencija.ztn@aztn.hr
www.aztn.hr
STATE INTELLECTUAL PROPERTY
OFFICE (SIPO CROATIA)
Savska cesta 66, 10000 Zagreb
Tel.: +385 (0)1 5557-111
Fax: +385 (0)1 5557-222
E-mail: ministarstvo@mspm.hr
www.mspm.hr
Ul. grada Vukovara 78, 10000 Zagreb
Tel.: +385 (0)1 6106-100, 6109-825,
6106-418
Fax: +385 (0)1 6112-017
E-mail: info@dziv.hr
www.dziv.hr
CROATIAN NATIONAL BANK
CENTRAL BUREAU OF STATISTICS
STATE AGENCY FOR DEPOSIT
INSURANCE AND BANK
REHABILITATION
STATE OFFICE FOR METROLOGY
Trg hrvatskih velikana 3, 10000 Zagreb
Tel.: +385 (0)1 4564-553, 4564-576
Fax: +385 (0)1 4550-598, 4590-314
E-mail: info@hnb.hr
www.hnb.hr
Jurišićeva 1, 10000 Zagreb
Tel.: +385 (0)1 4813-222
Fax: +385 (0)1 4819-107
E-mail: dab@dab.hr
www.dab.hr
46
CROATIAN BANK FOR
RECONSTRUCTION AND
DEVELOPMENT
Ilica 3, 10000 Zagreb
Tel.: +385 (0)1 4806-111, 4806-138,
4806-154
Fax: +385 (0)1 4817-666
E-mail: stat.info@dzs.hr
www.dzs.hr
Ul. grada Vukovara 284/VI, 10000 Zagreb
Tel.: +385 (0)1 5630-000
Fax: +385 (0)1 5630-001
E-mail: pisarnica@dzm.hr
www.dzm.hr
NATIONAL PROTECTION AND RESCUE
DIRECTORATE
CROATIAN PENSION INSURANCE
INSTITUTE
NATIONAL INSTITUTE FOR
RADIOLOGICAL AND NUCLEAR SAFETY
CROATIAN EMPLOYMENT SERVICE
Nehajska 5, 10000 Zagreb
Tel.: +385 (0)1 3650-084, 3650-011
Fax: +385 (0)1 3650-025
E-mail: info@duzs.hr
www.duzs.hr
Frankopanska 11, 10000 Zagreb
Tel.: +385 (0)1 4881-770
Fax: +385 (0)1 4881-780
E-mail: dzrns@dzrns.hr
cms.dzrns.hr
METEOROLOGICAL AND
HYDROLOGICAL INSTITUTE
Grič 3,10000 Zagreb
Tel.: +385 (0)1 4565-666, 4565-636
Fax: +385 (0)1 4851-901
E-mail: dhmz@cirus.dhz.hr
www.dhmz.t-com.hr
STATE INSTITUTE FOR NATURE
PROTECTION
Trg Mažuranića 5, 10100 Zagreb
Tel.: +385 (0)1 5502-900, 5502-910
Fax: +385 (0)1 5502-901
E-mail: info@dzzp.hr
www.dzzp.hr
STATE GEODETIC ADMINISTRATION
Gruška 20, 10000 Zagreb
Tel.: +385 (0)1 6165-404, 6166-560
Fax: +385 (0)1 6165-484
E-mail: info@dgu.hr
www.dgu.hr
DEFENCE INSPECTORATE OF THE
MINISTRY OF DEFENCE
Zvonimirova 5, 10000 Zagreb
Tel.: +385 (0)1 4567-416
Fax: +385 (0)1 4567-177
LABOUR INSPECTORATE OF THE
MINISTRY OF LABOUR AND THE
PENSION SYSTEM
Ulica grada Vukovara 78, 10000 Zagreb
Tel.: +385 (0)1 6109-228
Fax: +385 (0) 1 6109-171
E-mail: ilija.tadic@mrms.hr
FOREIGN SERVICE INSPECTORATE
OF THE MINISTRY OF FOREIGN AND
EUROPEAN AFFAIRS
Trg Nikole Šubića Zrinskog 7-8, 10000
Zagreb
Tel.: +385 (0)1 4598-090
Fax: +385 (0)1 4569-961
E-mail: inspektorat@mvep.hr
A. Mihanovića 3, 10000 Zagreb
Tel.: +385 (0)1 4595-500, 4891-666, 0800636-363
Fax: +385 (0)1 4577-063
www.mirovinsko.hr
Radnička cesta 1, 10000 Zagreb
Tel.: +385 (0)1 6126-000, 6444-000
Fax: +385 (0)1 6126-038
E-mail: hzz@hzz.hr
www.hzz.hr
FINANCIAL AGENCY (FINA)
Vrtni put 3, 10000 Zagreb
Tel.: +385 (0)1 6128-016, 0800-0080
Fax: +385 (0)1 6128-089
E-mail: info@fina.hr
www.fina.hr
STATE OFFICE FOR STATE ASSETS
MANAGEMENT
Dežmanova ulica 10, 10000 Zagreb
Tel.: +385 (0)1 6346-286
Fax: +385 (0)1 6448-907
E-mail: info@duudi.hr
www.duudi.hr
HYDROGRAPHIC INSTITUTE OF THE
REPUBLIC OF CROATIA
Zrinsko-frankopanska 161, 21000 Split
Tel.: +385 (0)21 308-800, 308-803
Fax: +385 (0)21 347-242
E-mail: office@hhi.hr
www.hhi.hr
DIGITAL INFORMATION
DOCUMENTATION OFFICE
Siget 18c, 10000 Zagreb
Tel.: +385 (0)1 4855-827
Fax: +385 (0)1 4855-655
E-mail: ured@digured.hr
www.digured.hr
STATE AUDIT OFFICE
Tkalčićeva 19, 10000 Zagreb
Tel.: +385 (0)1 4813-292, 4813-293
Fax: +385 (0)1 4813-304
E-mail: revizija@revizija.hr
www.revizija.hr
CENTRAL REGISTRY OF INSURED
PERSONS (REGOS)
Gajeva 5, 10000 Zagreb
Tel.: +385 (0)1 4898-900, 4898-911
Fax: +385 (0)1 4898-903
E-mail: regos@regos.hr
www.regos.hr
47
How to Start Up an Entreprise in Croatia
CROATIAN INSTITUTE FOR HEALTH
INSURANCE
Margaretska 3, 10000 Zagreb
Tel.: +385 (0)1 4806-333
Fax: +385 (0)1 4812-606
E-mail: glasnogovornik@hzzo.hr
www.hzzo.hr
COMMERCIAL COURTS
BJELOVAR COMMERCIAL COURT
Ivše Lebovića 42, 43000 Bjelovar
Tel.: +385 (0)43 244-471, 244-408
Fax: +385 (0)43 221-574
SPLIT COMMERCIAL COURT, Permanent
attendance in Dubrovnik
Dr. Ante Starčevića 23, 20000 Dubrovnik
Tel.: +385 (0)20 358-460
Fax: +385 (0)20 357-737
ZAGREB COMMERCIAL COURT,
Permanent attendance in Karlovac
Trg hrvatskih branitelja 1/III, 47000 Karlovac
Tel.: +385 (0)47 606-149
Fax: +385 (0)47 415-303
OSIJEK COMMERCIAL COURT
Zagrebačka 2, 31000 Osijek
Tel.: +385 (0)31 207-600
Fax: +385 (0)31 207-600
RIJEKA COMMERCIAL COURT,
Permanent attendance in Pazin
Dršćevka 1, 52000 Pazin
Tel.: +385 (0)52 619-900, 619-901
Fax: +385 (0)52 619-910
RIJEKA COMMERCIAL COURT
Zadarska 3, 51000 Rijeka
Tel.: +385 (0)51 660-200
Fax: +385 (0)51 660-260
48
OSIJEK COMMERCIAL COURT,
Permanent attendance in Slavonski
Brod
Trg pobjede 13, 35000 Slavonski Brod
Tel.: +385 (0)35 217-400, 217-410
Fax: +385 (0)35 410-289
SPLIT COMMERCIAL COURT
Sukoišanska 6, 21000 Split
Tel.: +385 (0)21 393-999, 393-901
Fax: +385 (0)21 481-242
ZADAR COMMERCIAL COURT,
Permanent attendance in Šibenik
Stjepana Radića 81/II, 22000 Šibenik
Tel.: +385 (0)22 209-333
Fax: +385 (0)22 209-320
VARAŽDIN COMMERCIAL COURT
Braće Radić 2, HR-42000 Varaždin
Tel.: +385 (0)42 401-900
Fax: +385 (0)42 214-743
ZADAR COMMERCIAL COURT
Dr. Franje Tuđmana 35, 23000 Zadar
Tel.: +385 (0)23 292-003
Fax: +385 (0)23 292-055
ZAGREB COMMERCIAL COURT
Amruševa 2, 10000 Zagreb
Tel.: +385 (0)1 4897-222
Fax: +385 (0)1 4920-871
CHAMBERS
CROATIAN BAR ASSOCIATION
Koturaška 53/II, 10000 Zagreb
Tel.: +385 (0)1 6165-200
Fax: +385 (0)1 6170-838
E-mail: hok-cba@hok-cba.hr
www.hok-cba.hr
CROATIAN CHAMBER OF NOTARIES
PUBLIC
Radnička cesta 34/II, 10000 Zagreb
Tel.: +385 (0)1 4556-566
Fax: +385 (0)1 4551-544
E-mail: hjk@hjk.hr
www.hjk.hr
CROATIAN CHAMBER OF TRADES AND
CRAFTS
Ilica 49/II, 10000 Zagreb
Tel.: +385 (0)1 4806-666
Fax: +385 (0)1 4846-610
E-mail: hok@hok.hr
www.hok.hr
CROATIAN AUDIT CHAMBER
Radnička cesta 52/V, 10000 ZAGREB
Tel.: +385 (0)1 4649-618, 3667-994
Fax: +385 (0)1 4663-362
E-mail: hrk@revizorska-komora.hr
www.revizorska-komora.hr
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How to Start Up an Entreprise in Croatia
CROATIAN CHAMBER OF ECONOMY
HEADQUARTERS
Rooseveltov trg 2, HR-10000 Zagreb
Tel.: +385 (0)1 4561-555
Fax: +385 (0)1 4828-380
Free info-phone: 0800 1852
E-mail: hgk@hgk.hr
www.hgk.hr
50
51
Publisher: Croatian Chamber of Economy
For the Publisher: Luka Burilović
Prepared by: Financial Institutions, Business Information and Economic Analyses Sector
Business Information Division
Nova cesta 3 - 7, 10000 Zagreb
Tel.: +385 (0)1 4606-708
Fax: +385 (0)1 4606-782
E-mail: poslovne-informacije@hgk.hr
Layout and print by: INTERGRAFIKA TTŽ, Zagreb
Print run: 1000 copies
Zagreb, March 2015
www.hgk.hr
ISBN 978-953-7622-65-7