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 2013.

Compare Croatia to 188 other economies.

  • Standardized Company

  • Legal Form: Limited Liability Company: JDOO
  • Paid in Minimum Capital Requirement: HRK 5
  • City: Zagreb
No. Procedure Time to Complete Associated Costs
1 Check availability of the company's name

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

According to the Regulation of performing registrations in the Court Registry (Official Gazette No. 22/2012) which entered into force on 23rd February 2012, electronic application with attachments and other documents in electronic form shall be submitted to the register court, public notary or HITRO HR office via the e-Businesses (e-Tvrtka) system. Registration in a limited liability company register is electronically performed when one or more natural or legal persons play roles in the pre-agreed share capital in cash, according to the law specified method of payment in the Republic of Croatia, at the expense of the company at the authorized credit institution.

Instead of filing the application for registration of the limited liability company with the court registries in hard copy, the public notary fills now the application electronically. The notary signs it with an advanced electronic signature specific to each notary public. All the other documents necessary for the incorporation process are scanned and send electronically with the application. The notary public is free to decide whether to send the electronic application to HITRO or directly to the court; in most cases though notary publics choose HITRO as HITRO immediately informs them if there are some documents missing, or any problems in transmission, legibility or similar.

The notary public is obliged to deliver the application and enclosures in hard copy to the court registry within 3 days as of the receipt of the electronic application at the court registry. The court processes the application received online, without waiting for the hard copies. If everything is in order with the application and the scanned documents enclosed, the court renders the decision the next day. The decision is rendered electronically. Such decision however is not signed/ stamped and may not be used as proof of incorporation. Still, it serves to the notary public and HITRO.HR to see that the decision has been made. Hard copy of the decision is prepared and dispatched also the same day (the day after filing the application), but it takes a day or two for the same to be delivered by the post office to the notary public. If the founder/ notary public would like to get the hard copy decision also the same day as the decision in electronic form, they can pick it up physically from the court.

The cost to notarize the memorandum of association depends on the number of founders (1-3) and the founding capital (HRK 10-19999). Notary public compiles minutes of establishment, the application for registration of the company into the court registry and a Statement regarding the absence of debts. The documents must be signed and certified by Public Notary who fills in electronic application through eCompany service. After that, all necessary documents can be submitted to HITRO.HR through eCompany service or can be brought personally.

Court and publication fees have to be paid by: bank transfer (at the bank), at FINA, post offices, or by Internet banking service. Notary public should send scanned confirmations of fees' payment to HITRO/ court along with the application.

The average time to register with HITRO is about 4 calendar days.
The average time to register at the Court is two weeks.

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/

Costs associated with this procedure:
HRK 4240 + 25% VAT (drafting and notarizing the articles of association), HRK 220 + VAT (drafting application for registration), HRK 192.5 + 25% VAT (drafting and notarizing acceptance of appointment), HRK 190.5 + 25% VAT (notarizing founders' statements of non-existence of debts), HRK 190.5 + 25% VAT (notarizing decision on business address), HRK 190.5 + 25% VAT (notarizing decision on appointment of director), HRK 38 + 25% VAT (notarizing director signature specimen) + HRK 400 (court fees) + HRK 900 (publication fees)

4 days see procedure details
3 Order official seal and apply for statistical registration number

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 150
4 Open a bank account


1 day HRK 175
* 5 Register with tax authority (porezna uprava) for VAT and employee income tax withdrawals

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
* 6 Croatian Institute for Pension Insurance (HZMO) and Croatian Institute for Health Insurance (HZZO)

The company must register with the Croatian Pension Insurance Fund within 8 days of incorporation. Companies must also their employees within 8 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 8 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 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. If the fund is not chosen after that period, a person permanently loses the right to register in the second pillar of retirement insurance.
Less than one day (online procedure, simultaneous with previous procedure) no charge
* Takes place simultaneously with another procedure.

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