Croatia

Starting a Business in

Croatia

Below is a detailed summary of the bureaucratic and legal hurdles faced by entrepreneurs wishing to incorporate and register a new firm in Croatia. It examines the procedures, time and cost involved in launching a commercial or industrial firm with up to 50 employees and start-up capital of 10 times the economy's per-capita gross national income.

This information was collected as part of the Doing Business project, which measures and compares regulations relevant to the life cycle of a small- to medium-sized domestic business in 189 economies. The most recent round of data collection was completed in June 2014.

Compare Croatia to 188 other economies.

  • Standardized Company

  • Legal form: Limited Liability Company: JDOO
  • Paid in minimum capital requirement: HRK 20,000
  • City: Zagreb
No. Procedure Time to Complete Associated Costs
1 Check availability of the company's name
Agency: Commercial court

The founder can check the availability of the company name online by searching through the database of the court registry. HITRO cannot verify the availability of the name for the company that is going to be established. The competent commercial court has to be contacted personally.

Checking the availability of the company's name through the database of the court registry is free of charge. However, the court fee for the reservation of the company name is 10 HRK.
Less than one day (online procedure) 10 HRK (see comments)
2 Notarize memorandum of association and register company with the Commercial Court (electronically)
Agency: Notary and Commercial Court

HITRO is entitled to incorporate the company – open an account and pay the capital share. However, HITRO registration is not as common as the registration through a notary. All the papers have to be presented in hard copy irrespective of the online procedure of hitro.hr. Electronic registration is not fully operational, as the e-signature has not been put in place yet. Registration through a notary takes at least 10-15 days.
Notary submits the authorization of registry to Commercial Court in person, it takes 1 day. Nonexistence of debt claims are certified by the notary and submitted with the authorization of registry. There is no e-filing in Croatia (at least not yet) despite the HITRO project but the status of the case can be checked online. One has to pick up the registration in person (only on Fridays and Tuesdays). Two fees are required by the Commercial Court: court fee and the fee for the announcement of the registration in the official gazette. All fees are available at the Commercial Court.

Legal basis:
1. Regulation of performing registrations in the court registry (Official Gazette No. 22/2012) - Articles 34, 38, 58th to 64th,
2. Act on Amendments of the Companies Act (Official Gazette No. 111/2012) - Article 16,
3. Act on Amendments of the Law on Court Fees (Official Gazette No. 112/2012) - Articles 1 and 2,
4. Regulation on amending the Regulation on temporary notary public Tariff (Official Gazette 115/2012) - Article 1
Link: http://narodne-novine.nn.hr/

Revised fees by Chamber of Notaries are as follows:
HRK 1000 + VAT (drafting and notarizing the articles of association),
HRK 200 + VAT (drafting application for registration),

HRK 30 + 25% VAT (drafting and notarizing acceptance of appointment, only the certification of signature is necessary),

HRK 30 + 25% VAT (notarizing founders' statements of non-existence of debts, only the certification of signature is necessary)

HRK 30 + 25% VAT (notarizing director signature specimen)

HRK 250 (court fees)
HRK 900 (publication fees)
10 days see procedure details
3 Order official seal
Agency: Seal maker

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 Gazette 98/05).

The Company has to obtain a Statistical File Number with the State Bureau of 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."
1 day HRK 169
4 Apply for statistical registration number
Agency: State Statistical Department

Statistical Registration Number is obtained before a State Statistical Department. Statistical identification number is necessary to open a bank account.
1 day HRK 50
5 Open a bank account
Agency: Bank

Documents required to open a company bank account are:
1. Ruling on registration of a Company,
2. Statistical registration number of a Company,
3. Personal identification number (OIB) of a Company

In case of Ltd. Company establishment client signs: the Contract, signature cards, a statement of the beneficial owner and the related parties, and must provide a copy of personal data, extract from the Court Register and Information on classification of the business entity pursuant to the National Classification of Activities.
1 day no charge
* 6 Register with tax authority (porezna uprava) for VAT and employee income tax withdrawals
Agency: Tax Authority

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 230,000, 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 dates.
1 day (simultaneous with previous procedure) no charge
* 7 Register with the Croatian Institute for Pension Insurance (HZMO) and Croatian Institute for Health Insurance (HZZO)
Agency: Croatian Institute for Pension Insurance (HZMO) and Croatian Institute for Health Insurance (HZZO)

The Company must register with the Croatian Institute for Pension Insurance within 24 hours from the start of its business operation. The Company must also register each of its employees with the Croatian Institute for Pension Insurance within 24 hours. Company with 3 or more employees will be obligated from 1 April 2014 to register/deregister employees at Croatian Institute for Pension Insurance exclusively online.
Currently 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 the Insured) 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.
Less than one day (online procedure, simultaneous with previous procedure) no charge
* Takes place simultaneously with another procedure.

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