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Set up Joint Stock Company in Croatia

Set up Joint Stock Company in Croatia

joint stock company is a separate legal entity from its owners and it can activate on the market for an indefinite period of time or as long as the owners want. The rules and regulations linked to the way in which a joint stock company can be established in Croatia can be entirely explained by our company formation agents in Croatia who are at your disposal with support and assistance throughout the entire registration process. The same team can provide assistance in starting any kind of business in Croatia.

What are the general rules for opening a JSC in Croatia?

The Memorandum of Association is the governing document comprising the rules of a joint stock company, alongside information about the activities of the firm. Public and private joint stock companies are accepted in Croatia. Below, you can find important details about the formation of joint stock companies in Croatia:

  1. At least one shareholder can form a joint stock company, without nationality restrictions in this matter.
  2. Documents declaring the assets of the firm need to be provided to the Trade Register.
  3. The board of managers and the supervisory board need to be appointed for a joint stock company in Croatia.
  4. The notarial deed of incorporation can be carried out by one of our specialists, with a power of attorney.
  5. Shareholders of joint stock companies in Croatia are not personally responsible for the debts in the firm.
  6. The OIB or the tax identification number needs to be obtained for your joint stock company in Croatia.
  7. JSCs in Croatia can be involved in mergers and acquisitions or other company restructurings.

According to the Company Law in Croatiajoint stock companies cannot be used as non-profit organizations, but for more details about this business structure, you can address your questions and concerns to our company formation specialists in Croatia. They can help you open a company in Croatia and provide support in matters of formalities and incorporation.

Time frame to open a joint stock company in Croatia

It takes around 30 days for a joint stock company to be legally registered with the entitled authorities, however, such a company can be ready in less than 30 days if all the documents are correctly submitted and if you decide on the support of an experienced team in company formation in Croatia.

Minimum share capital for opening a JSC in Croatia

EUR 25,000 represent the minimum share capital for opening a joint stock company in Croatia

The responsibilities of the executive body of a JSC in Croatia

The board of managers of a joint stock company is normally appointed by the supervisory board for a maximum 5 years, mentioning that any change in the company, especially to the board of directors needs to be announced to the Trade Register in Croatia. It is important to know that the executive directors of a joint stock company in Croatia are in charge of the daily activities of the company, supervising the operations of the business. In the case of shareholders of joint stock companies in Croatia, they will have to appoint the board of managers, increase or decrease the share capital, use or direct the profits in the firm, or dispose of the company liquidation, if it is the case. There are no complicated requirements for establishing a joint stock company in Croatia, nevertheless, we suggest you ask for complete assistance in this matter from our company incorporation agents in Croatia.

Accounting requirements for joint stock companies in Croatia

In terms of taxes and accounting, joint stock companies must respect the applicable laws in Croatia and submit the annual financial statements by the end of the 30th of April. Audits are imposed for medium-sized and large companies in Croatia if the amount of total assets exceeds EUR 2 million and if the number of employees surpasses 25. If you would like to externalize the accounting services for your joint stock company in Croatia, you can talk to one of our accountants in Croatia or simply get in touch with our accounting firm.

In matters of investments and business in Croatia, you might find interesting the following information:

  • Croatia adopted the EUR currency at the beginning of 2023;
  • the employment sector in Croatia grew by 2.3% in 2022;
  • the total stock of FDI for 2021 in Croatia was around USD 38.8 million;
  • Croatia ranked 46th out of 132 in the latest Global Competitiveness Index.

FAQ about joint stock companies in Croatia

What are the governing bodies of joint stock companies in Croatia?

Joint stock companies in Croatia can have a 2-tier structure which means shareholders, at least one manager, and a supervisory board. The one-tier structure involves a board of managers and shareholders.

What is the liability of shareholders of joint stock companies in Croatia?

In the case of company debts, the shareholders are not liable. As such, the company is exclusively responsible for debts.

Can a joint stock company be publicly listed?

Yes, joint stock companies in Croatia can be public and private. As such, the shares of a public joint stock company in Croatia can be listed on the stock exchange, as a decision of shareholders.

Can a JSC in Croatia be used as a charitable organization?

No, a joint stock company in Croatia cannot be used for charitable or non-profit purposes.

Is there a maximum period of existence for a joint stock company in Croatia?

No, there is no minimum or maximum period of existence for a joint stock company in Croatia. This kind of entity can be registered for an indefinite period of time, as a decision of business owners.

How long can a joint stock company be incorporated in Croatia?

Normally, if all the documents are in order and accepted by the relevant authorities, a joint stock company in Croatia can be ready in a maximum of 30 days. Practically, this is the set time for such a business structure.

What are the costs of setting up a JSC in Croatia?

Around EUR 50 represents administrative taxes for opening a joint stock company in Croatia, to which are added those related to the notary, which could be around EUR 1,000

How many shareholders can establish a JSC in Croatia?

At least 1 shareholder is needed for opening a joint stock company in Croatia. What is good to know is the fact that there are no restrictions regarding their residence.

Is the physical presence of directors or shareholders necessary to register a joint stock company in Croatia?

The registration of a joint stock company in Croatia can also be done with a power of attorney. Therefore, there is no need for the physical presence of shareholders or directors for these steps and procedures, and one of our local agents can take care of these aspects.

How can I proceed in the case of ownership interest transfer?

A notarial deed of transfer is required for any transfer of shares. This document must be registered at the central depository and clearing corporation.

What are the conditions for distributions to shareholders in a JSC in Croatia?

According to the legislation, shareholders have the right to distributions once the company’s losses, recorded in previous years are covered. Also, if the mandatory reserves, those for own shares, as well as the statutory reserves are being paid. Thus, the shareholders’ meeting can decide whether the distributions will be used for other purposes or not.

Can a shareholders agreement be introduced in a joint stock company in Croatia?

Yes, there is the possibility for the shareholders to conclude and sign a separate agreement to regulate the relationship between the shareholders. Even so, this type of agreement between shareholders is not mandatory when a joint stock company is established in Croatia.

What annual maintenance costs are required for JSC in Croatia?

Around EUR 100 is paid annually to the Croatia Chamber of Commerce. Also, approximately this amount is paid as a business bank’s administration fees. The costs for the accounting firm of the joint stock company in Croatia will also be taken into account.

We invite you to contact our company formation specialists in Croatia and find out more about how to open a joint stock company in Croatia.