Does the name of the company require approval by the Registry or other authorities?
Yes- see guidance below:
The Court Registry can refuse to register the company if its name is not in accordance with the provisions of the Companies Act (the Act).
A company name must not create confusion regarding the subject of business activities, the impression of its identity or relationship with other companies; they must not infringe anyone’s intellectual or industrial rights or offend other rights of other people. It should not be a name that is widely interpreted in the practice of the Commercial Court, words such as „bank“, „investment“, „fund“ etc. are prohibited.
A company name may contain a person’s name or part of it without their approval or, the approval of his/her legal successor.
The company name shall be in the Croatian language or in an EU official langue and in Roman letter. Arabic numbers are allowed.
The company name may contain individual foreign words if they represent the name or company name of a company member or a merchandise or service mark of the member or his company registered in the Republic of Croatia, or if they are customary in the Croatian language or if there is no adequate substitute for them in the Croatian language, or if they are the words of a dead language.
How many prospective names will you require?
At least 5 – it is now possible to reserve prospective names – if the proposed name is approved by the Commercial Court such reservation will last 30 days
Are there any restrictions or limitations on words that can be used in company names?
The word “Croatia” and its derivatives, the flag and the national coat of arms of the Republic of Croatia as well as their imitations, may be incorporated in a company name only upon the approval of the Government of the Republic of Croatia or by a public body authorized by the Government of the Republic of Croatia.
A company name may not include names, coats of arms, flags or any other state emblems of other countries or international (interstate) organizations, nor official markings for quality control or quality assurance, nor can it imitate them in heraldic terms.
Can you reserve a name with the Registry once you have checked that it is available?
Does the company need to provide a registered address?
Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)
Must be in- country, must not be a PO box
If the client has no physical location incountry, can they use your address for the purposes of registration?
Yes, in such case companies enter into lease agreement with our Law Firm
How many Directors are required?
The Act stipulates: Management board shall consist of one or more directors.
Are any other officers required (i.e. Secretary)?
No but the company may also have attorney-in-fact (in Croatian: prokurist) whose authorisation are restricted compared to the director’s. Moreover, the founding act may also require a supervisory board. In general, only the management board and general meeting are mandatory bodies in the limited liability company.
What personal details will you need for each officer?
Name, surname, place of residence, passport No. and country of issuance, OIB (personal identity No.
issued by the Croatian Tax Authority).
Is there a requirement for any in country resident directors?
According to the Act, under the assumed condition of reciprocity, a foreign investor shall found or take part in the foundation of companies in the Republic of Croatia, acquire the rights in these companies and take over the obligations under equal conditions and sharing the same position with the domestic persons.
The condition of reciprocity is not required for the investor with the seat or permanent residence in the country which is a WTO member, or if investor is of such nationality.
Do you need proof of address or Identity for officers? If YES, in what format?
Proof of address is not required; proof of identity is not required in the procedure before the Commercial Court but in the procedure for obtaining the OIB No. before the Tax Authority copy of the passport must be presented
How many shareholders are required?
At least one; the number is not limited
Are there any restrictions on who can be a shareholder?
What information will you require about shareholder?
Same as for the officers (please see above).
Will you require proof of address or ID from the shareholders?
Same as for the officers (please see above).
Will the company need to specify a maximum number of shares that can be issued?
Is there a minimum number of shares that must be issued?
It is allowed to have only one share (minimally amounting to HRK 20.000,00 in such case)
Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.
Do you require any further information about the company or its officers? If YES, please specify.
If the officer/shareholder does not have OIB No., the procedure before the Croatian Tax Authority must be initiated – for this purpose also the following data is required: date and place of birth, nationality, parents’ name (including maiden name of mother).
Defining the obligatory elements of the founding act
Signing of the founding act before the notary
Signing of the application for the Commercial Court by the director(s)
Signing of the enclosures to the application by the founder(s) and the director(s)
Payment of the founding capital and obtaining the bank confirmation
Submitting of the application with the enclosures to the Commercial Court
Issuance of the decision on the incorporation
How long will it take to complete incorporation?
Up to 2 weeks once when the documentation (POAs, documents and required data) is collected.
Is there any way to expedite the incorporation for an extra fee?