Starting a Business in Croatia

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Standardized company

Registration Requirements Summary:

Registration Requirements Details

Procedure 1.

Visit the single access point (HITRO) at FINA (financial agency)

Time to complete:

1 day

Cost to complete:

No charge for FINA services; other costs listed under relevant procedure

Name of Agency:

Comment:

The procedure is as follows:
1. A founder decides upon a name and inquires to the Financial Agency of Croatia (FINA) whether the name of the prospective company is available.
2. FINA employees check the name and, if it is available, provide the prospective founder with the required information, forms, and payment slips.
3. The founder deposits the founding capital (minimum HRK 20,000) and pays the following: court fees (HRK 400), publication fee (HRK 900), and State Office for Statistics (Drzavni zavod za statistiku) fees (HRK 55) (included in Procedure 3).
4. The founder provides FINA employees with information on the main business activity, for the purpose of registering the company with the State Office for Statistics.

Procedure 2.

Notarize memorandum of association

Time to complete:

1 day

Cost to complete:

3.150 HRK+22% VAT and 220 HRK+ 22% VAT and 160 HRK and 22% VAT, 46,60 HRK per signature

Name of Agency:

Comment:

The cost to notarize the memorandum of association depends on the number of founders and the founding capital. The notary public drafts the deed of incorporation and the articles of association of the prospective company, the application to the Court Registry, and the director’s statement on acceptance of the appointment. However, if done by HITRO, the documents must be notarized by the notary public. For other documents, the notary public verifies the signatures. The drafting of the articles of association, the application to the Court Registry, and the director’s statement of acceptance of the appointment can also be done by HITRO. However, it is mandatory that the notary public notarize all the above documents.

Procedure 3.

Deposit incorporation documents at FINA for registration at the Commercial Court

Time to complete:

16 days (1 day for filing, 15 days for processing at the Commercial Court)

Cost to complete:

HRK 400 (court fee) + HRK 900 (publication fee)

Name of Agency:

Comment:

All required incorporation documents are submitted to FINA, which then submits them to the competent commercial court. They can also be submitted directly to the Commercial Court, which registers the company with the Court Register according to the Companies Act (Zakon o trgovackim drustvima). Registration is based on the submission of the legally required application form and documents. If all legal requirements are fulfilled, the Court must register the company. Before the company is entered into the register, it may operate as a “provisional company,” upon adopting the memorandum of association. The company automatically becomes a member of the Chamber of Commerce upon registration. In April 2005, after the amendment of the Court Register Act, the documentation requirements were streamlined. Three specific documents are no longer required: the company founders do not have to submit a statement related to previous unsettled debts or certificates on that question issued by the Tax Office and the Health and Pensions Insurance Funds.

The court forwards the registration data to the Official Gazette (Narodne Novine) of the Republic of Croatia and any daily newspaper. According to the amended Company Law (effective on January 1, 2004), it is obligatory only to have the registration data published in the Official Gazette, but the company can choose to announce its incorporation in the Vjesnik or at another daily newspaper for a fee of about HRK 900.

As of April 2005, according to the amended Court Register Act (Zakon o izmjenama i dopunama Zakona o sudskom registru), as promulgated in Official Gazette issue 54/05, a statutory time limit of 15 days now applies for deciding on company registrations, including registration of incorporation in the Court Register. The amendment also introduced a statutory term of 8 days for amending and completing documents, after the court invites the entrepreneur to do so. After being informed of the decision by the Commercial Court, the entrepreneur can return to HITRO to complete the remaining formalities.

Starting January 15, 2008 new Regulation on Ways of Performing Registrations in the Court Registry, published in the Official Gazette no. 134/2007; According to the said Regulation, applications for the court registries together with their enclosures, can be submitted to the registry also in electronic form by the notary public or other persons authorized by special regulations; said electronic communication of the notaries and other authorized persons and the court registry shall be ensured by January 01, 2009

Procedure 4.

Order official seal and apply for statistical registration number

Time to complete:

1 day

Cost to complete:

HRK 150 + HRK 55

Name of Agency:

Comment:

Official seals are readily available throughout Croatia at special seal-making shops. A copy of the court decision on registration of incorporation should be presented in order to have the seal made. The seal should be used on all official documents (including invoices, receipts and so on) issued by the company. Seals can also be ordered through FINA offices (on 24 locations as well as where are HITRO.HR offices). If done through FINA, the entrepreneur can at the same time also apply for statistical registration. This is due to a reform introduced by the Governments Ordinance on formulation of operations done by Financial agency in the one-stop- shop implementation (Official gazette98/05).
The Company has to obtain a Statistical File Number with the State Office for Statistics (Drzavni zavod za statistiku), in a form of "Information on classification of the business entity pursuant to the National Classification of Activities". If given the appropriate Special Power of Attorney, FINA registers the company with the State Office for Statistics (Drzavni zavod za statistiku) and obtains the Statistical File Number in a form of "Information on classification of the business entity pursuant to the National Classification of Activities".

Procedure 5.

Open a bank account

Time to complete:

1 day

Cost to complete:

HRK 175

Name of Agency:

Comment:

Procedure 6.

Register with tax authority (porezna uprava) for VAT and employee income tax withdrawals

Time to complete:

1 day (simultaneous with previous procedure)

Cost to complete:

no charge

Name of Agency:

Comment:

Upon registering with the Commercial Court Register and fulfilling its obligations with the State Bureau of Statistics, the company must register with the competent tax authority. Once a company is registered at the State Bureau of Statistics, company data is sent electronically to the tax authority, which levies the annual company tax. The company must register for VAT at the Tax Office, however, only after its first invoice (within 15 days of issuance). Once the company is registered for VAT, all tax payments can be processed through an electronic system, e-VAT. If the company’s total taxable annual income exceeds HRK 85,000, it must register itself as an entity in the VAT system with the competent tax authority, based on the company's registered seat.
Starting from January 01, 2009 a revision of the existing Croatian Law on Companies came into force (published in the Official Gazette no. 146/2008). The change involves inducing "OIB" (personal identification number), that replaces tax number for legal entities. Personal identification number is defined as identification mark of personal identification number that users of that number use in their official evidences and with change of datas.

Procedure 7.

Register with Croatian Pension Insurance Fund (Hrvatski zavod za mirovinsko osiguranjem, HZMO) or FINA

Time to complete:

1 day (simultaneous with previous procedure)

Cost to complete:

no charge

Name of Agency:

Comment:

The company must register with the Croation Pension Insurance Fund within 15 days of incorporation. Companies must also their employees within 15 days from the date of entering into an employment agreement. The procedure may be completed before the competent HZMO office or at the HITRO centers. As of May 2006, electronic filing of the application for registration with the Pension Insurance Fund (HZMO) is also available.

The company must register with the Croatia Institute for Health Insurance (HZZO) as a contributions payer. The company also must register its employees within 15 days of the date of executing an employment agreement. No fees are required. Registration can be completed within one day if all the required documents are submitted. The procedure may be completed before the competent HZZO office or with HITRO. The following documents should be submitted:
- Decision about the registration into the Court Registry.
- Notice of classification from the National Institute for Statistics Application (to the Croatian Health Insurance Fund).
- Proof of place of residence and the work contract.

All persons employed for the first time and age 40 are obliged to register in the second pillar of retirement insurance. A person has to choose the obligatory pension fund within 3 months of the date of employment. If the fund is not chosen after that period, REGOS (the Central Register of Insurees) itself chooses the obligatory pension fund that the person will register in. All persons employed for the first time and between ages 40 and 50 can, if they desire, register with the second pillar of retirement insurance. A person has to choose the obligatory pension fund within 6 months of the date of employment. If the fund is not chosen after that period, a person permanently loses the right to register in the second pillar of retirement insurance.