Law Firm ZBA helps you incorporate a company in Croatia and it provides all the necessary details for opening a branch, a subsidiary or a representative office.
We provide comprehensive legal services and support for local and international investors in Croatia. Our lawyer, Ivan Župan, is a young, but experienced attorney who graduated from the Faculty of Law in Zagreb. He practiced as an attorney before he founded his law firm with a few lawyer partners with experience in Commercial Law, Employment Law, industrial property rights, statutory trade issues, real estate business, Labor Law, collection of claims, administrative law, and many more.
|Types of companies|| |
Simple Limited Liability Company (JDOO)
Limited Liability Company (DOO)
Joint Stock Company (DD)
Minimum share capital
for LTD Company
Minimum number of
shareholders for Limited Company
|Time frame for the incorporation||15 days |
|Corporate tax rate||10%|
|Dividend tax rate|| |
|VAT Rate||25% |
|Are shelf companies available?||Yes|
|Do you supply a registered address/virtual office?|| |
|Local director required||No|
|Annual meeting required||Yes|
|Is accounting/annual return required?||Yes|
|Any tax incentives (if applicable)||No|
|Any tax exemptions available?||–|
Ivan Župan is honored of being part of the Croatian Bar Association. Professional legal support and information for foreign investors are offered by our specialists at Law Firm ZBA in Croatia. The firm is part of the American Chamber of Commerce in Croatia, an important institution that addresses to international investors interested in business operations in Croatia. Law Firm ZBA is also affiliated to HG.org, an important website containing information and details about the legislation and the governments of countries all over the world. The services provided by Law Firm ZBA are vast and, among these, we mention: company and business formation, tax compliance, trademark registration, drafting contracts, compensation claims, land registry, debt collection, company relocation, company litigation and company dissolution among others.
We invite you to watch a short video about company formation in Croatia, presented by our specialists in company registration:
The process of company incorporation in Croatia
Croatian company formation is based on a series of documents such as:
- the articles of association, that can be signed through a power of attorney;
- the passport copies of the shareholders of the new company in Croatia;
- the specimen signatures (legal support can be offered);
- the special forms from the registration office (certain fees might be imposed).
Anyhow, it is important to keep in mind that all procedures for company formation in Croatia must be performed through a public notary. A registered office is also necessary for setting up a company in Croatia. It is also required to have a bank account and a local accountant before incorporating a company in Croatia.
What types of business entities can I open in Croatia?
A private limited liability company (D.O.O. – Drustvo s Ogranicenom Odgovornoscu) incorporated in Croatia is a legal entity for small and medium-sized businesses. It is formed by at least one shareholder with a minimum share capital of at least EUR 2,500. As a particularity, due to the Croatian Law on Foreigners, the non-EU citizens willing to incorporate a Croatian D.O.O. must provide a minimum share capital of EUR 25,000.
The members’ liability is limited to the amount of invested capital. In case the Croatian D.O.O is facing legal troubles, such as liquidation or bankruptcy, the personal assets of the members are protected. The documents needed for the private limited liability company are the articles of incorporation (in case there are more than two founders) or the statement of establishment (in case there is only one founder) and must contain:
- details regarding the representatives, the name of the company and the address of the registered office;
- complete information about the future activities of the company in Croatia;
- details regarding the authorized capital or the minimum share capital;
- information about the amount of each member’s contribution;
- information regarding the rights and obligations of the members and procedures which need to be followed in case of liquidation or transformation.
A public limited company (A.D.) is incorporated in Croatia by at least one founder, with a minimum share capital of approximately EUR 25,000 divided into shares and it is designed for large businesses. The similarity with the Croatian private limited liability company comes from the fact that the liability of the members is limited by the contribution to the capital. The management of this type of company is assured by the management board (with at least one manager), the supervisory board (with at least three members), and the general meeting of the shareholders. The last one is the main body for taking major decisions related to the appointment of all the other bodies of the company, the revision of the foundation deeds, and the increase or decrease of capital. At the base of each Croatian A.D. sit the articles of association which contain all the internal regulations of the company.
A Croatian general partnership is a type of business established by two or more partners fully liable to cover with their personal assets the company’s debts in case of liquidation. They can benefit from the profits after paying all the specific corporate taxes. The name of the Croatian general partnership must be composed of the name of the partners followed by the termination “JTD”. No share capital is necessary to start this type of business.
A limited partnership is a form of business incorporated in Croatia by two or more persons with different statutes in the business. There is at least one general partner, fully liable with his assets for the company’s debts, and one limited partner with liability limited by his contribution to the entity’s capital. Only the general partner may represent the partnership on the market. Just like in the case of the general partnership, there is no need to submit a minimum share capital at registration. Usually, the name of this type of partnership is formed by the general partners’ names followed by the termination “KD”.
Croatia is among the European countries with major investment return potential, and those interested can easily establish their businesses. However, it is necessary to take into account also the services offered by experts in payroll in Croatia after opening a company. In addition, it is much more advantageous to work with such a company, instead of opening an entire department. If you need accountants in Croatia, please contact us.
Incorporation procedure in Croatia
The entrepreneurs must check the uniqueness of the name chosen for the business at the Financial Agency of Croatia. If the name is available, the founders must notarize the memorandum of association or the company charters along with the application for Court Registration and the director’s statement of acceptance of the appointment. All the documents must be accompanied by a certified translation into Croatian.
After that, a bank account must be opened and the minimum share capital has to be deposited. The company becomes a member of the Chamber of Commerce in Croatia once all the documents are submitted. The next step of company incorporation in Croatia consists in registering at the tax administration office for paying the VAT and employee income tax. The application can be submitted at the several administrative offices located throughout Croatia. As a result of registration, the company receives a unique tax identification number.
The last step of the incorporation consists in the registration at the Croatian Pension Insurance Institute and the Croatian Institute for Health Insurance no later than 15 days from the incorporation. The necessary documents for company formation in Croatia consist of:
- an application to be found at the local office where the registration takes place;
- a proof of company incorporation in Croatia (the registration certificate);
- the tax identification number to prove that the company is a taxpayer;
- registration form for each employee you want to hire in the company.
After company registration in Croatia is completed, the business can begin its activity after you hire an accountant. We can recommend you specialists in accounting in Croatia and other European countries, such as Romania. We can also help you with information if you want to start a business in the Netherlands or Macedonia.
Steps in forming a company in Croatia
These are the main steps to consider when opening a company in Croatia:
- Choose a suitable business structure in accordance with the purposes and the activities of the company.
- Prepare at least three names for your future company and verify their validity with the Croatian Company Registry.
- Open a bank account in Croatia in order to deposit the minimum share capital and to use it for further financial transactions.
- Prepare and submit the Articles of Association and the Memorandum, the company’s main documents, with the Croatian Company Registry.
- Register the company with the Pension Insurance Fund in Croatia.
- Register for tax purposes (including VAT) as soon as the certificate of incorporation is issued.
Costs for opening a company in Croatia
Here are the main company formation costs in Croatia that you should bear in mind as a foreign or a local entrepreneur:
- Registration fee: approximately EUR 90 for registering a company in Croatia (company registration certificate, company register procedure, etc.).
- Virtual office cost: approximately EUR 300 per month if you would like a notable business address and an assistant for your future operations.
- Minimum share capital: EUR 2,500 for a private LLC or EUR 25,000 for a public limited company in Croatia.
- Company formation fee: approximately EUR 834 – Talk to our specialists for a detailed offer.
- Accounting costs: starting from EUR 100 for bookkeeping, tax advice, and many more (ask our team for a tailored offer).
How can I open a branch in Croatia?
Foreign investors who want to expand their operations in Croatia can set up branches under certain conditions. The parent company must provide documents at the time of registration, details about the local representative of the branch, a guarantee that the entrepreneur will set up such entity with the same type of activities as the foreign business. Details about the board of managers must be provided with the Articles of Association.
How can I open a subsidiary in Croatia?
Foreigners can easily register subsidiaries in Croatia and can benefit from the advantages of such a business structure like the double taxation agreements, in compliance with the Commercial Code and the Companies Act. Subsidiaries can be set up through private limited liability companies with a minimum share capital of EUR 2,500 or registering public LLCs if a minimum share capital of EUR 25,000 is provided through a local bank.
What are virtual office services we offer in Croatia?
A virtual office in Croatia represents a set of services for foreign investors who do not want to set up traditional offices for their future companies in this country. It is good to know that virtual office services are subject to low costs. A notable business address, a local phone number, incoming and outgoing faxes, mail collection and forwarding, collection of bank statements, call redirecting, and a private phone number can be provided for foreign entrepreneurs interested in virtual office services in Croatia. Our team of advisors can offer complete information on this matter.
What is a shelf company in Croatia?
Shelf companies in Croatia are ready-made companies that can be purchased by foreign investors in Croatia. It is good to know that a shelf company comes with varied benefits like easy access to the market, complete transfer of ownership with less bureaucracy, and time efficiency because such an entity is already incorporated in Croatia.
What is a holding company in Croatia?
A holding company in Croatia is a type of enterprise formed in a legal manner that controls the shares and the management of other companies registered in this country. Among the advantages of a holding company in Croatia, it is good to know that the personal assets of the investor are protected, there is no corporate income tax, and no withholding tax is imposed on the annual distributions to stockholders in the firm. Moreover, with a holding company, investors can raise funds and can use varied debt instruments at specific periods. The right to assess the business implementations in a holding company in Croatia is at the disposal of the company owners who also have the power of firing managers or directors if under-performance is detected.
Liaison office in Croatia
Promoting the commercial interests and activities of foreigners in Croatia can be done with the help of a liaison office which can be established in respect to the Croatian Trade Act. A liaison office does not have financial operations and no related activities, but it can develop a series of marketing and advertising activities. Also, a liaison office is seen as an intermediary office between the company from abroad and the future collaborators in Croatia, and will only promote the operations of that foreign company. A liaison office in Croatia can be easily registered with an application form that contains information about the parent company and its activities, and about the representative who will be in charge of the operations of the liaison office in Croatia. Investors from overseas can talk to our specialists and find out how we can help in matters of liaison office registration.
Can I change the company type in Croatia?
Yes, investors looking to expand their businesses can turn a private limited liability company into a public one. The company type change is done with the Trade Register in Croatia, the same institution that supervises and accepts the formation of companies in this state. The resolution issued by the managers of the firm, the financial report issued by an official auditor in Croatia, and a legal statement showing the company needs to extend and change the business structure are among the necessary documents for such operation.
What is the Trade Register in Croatia?
The Trade Register in Croatia is known as the Croatian Company Registry and it is actually represented by the Commercial Court in Croatia. All companies must register with the Commercial Court in Croatia before starting their commercial transactions. The Financial Agency of Croatia also deals with registration of companies in Croatia.
How can I have access to the Croatian Trade Register?
All companies registered in Croatia are kept in an electronic database that is accessible to the public online. The database is called the Croatian Company Directory. Anyone can check information on Croatian private companies, registered traders, institutions, and foreign companies or Croatian branch offices. The database is available only in Croatian, but it is rather simple to use.
Short facts about company registration in Croatia
The limited liability company is a common business structure for most of entrepreneurs, whether domestic or foreign countries. The registration process is not only simple, but it is also less time-consuming, allowing business persons to start rapidly their activities on the market. Choosing the name of the company, deciding on the type of activities, creating the Articles of Association and the board of managers, plus the company seat are the first steps for business registration in Croatia. The minimum share capital is then deposited in a local bank account. Registration for tax purposes is the next step as soon as the business has been registered in Croatia. We remind you that the corporate income tax in Croatia is set at a 20% rate. As for the standard VAT rate, this is set at 25% for main goods and services for sale purposes and 13% for catering and accommodation services in Croatia.
Economy overview in Croatia
As far as the economy of Croatia is regarded, the country is quite powerful and well-developed. The main income is brought into the country by fields like production, trading, or tourism. Starting a company in Croatia has the advantage to benefit from the rich natural resources offered by the country itself. This is the reason why the nation is situated in a top position as far as the production rates in Europe are concerned. When it comes to foreign investments, the Croatian government encourages starting companies in Croatia and offers important incentives for developing the business environment.
Frequently asked questions
Yes, foreign investors can open companies in Croatia and can direct their attention to limited liability companies which can suit most of their activities and purposes.
Yes, foreigners need to register a company in Croatia before placing their activities on the market.
Foreign investors can set up limited liability companies, joint stock companies, general or limited partnerships, or can act as sole traders in Croatia.
Limited liability companies in Croatia can be set up with a minimum share capital of EUR 2,500. As for the joint stock companies in Croatia, these can be established with a minimum share capital of EUR 25,000.
The company registration in Croatia starts with a company name verification and reservation with the Trade Register. The next step involves drafting the Articles of Association which must contain information about the owners, the activities, the business address, and the minimum share capital.
Companies in Croatia can be incorporated fast as soon as all the documents are provided to the authorities in charge. There are fewer formalities and foreigners benefit from the same conditions of incorporation as imposed for nationals.
Certain activities in Croatia require obtaining special licenses and permits. Our company formation specialists in Croatia can offer in-depth information about this.
Yes, all foreigners who do not want to open a traditional office in Croatia can ask for virtual office services. Our team can offer details on this matter.
Yes, companies with establishments in Croatia must consider opening a bank account for their future financial operations in this country.
For more details about setting up a company in Croatia, you may contact our specialists in company formation in Croatia.