The establishment of a limited liability company in Croatia follows an established procedure and is associated with certain costs. In order to save you valuable time, we have summarized all the necessary information for the establishment of a d.o.o. in Croatia in the attached brochure, and we will be more than happy to help you with the procedure itself. Because we want you to start doing business in Croatia as soon as possible, we also offer you the administrative management of the company, which is included in the StartBis package.
1. The process of establishing d.o.o.
Establishment and registration is carried out at the competent commercial court.
The cost of establishment depends primarily on the amount of the share capital, which cannot be lower than HRK 20,000.00; the larger the share capital, the higher the price. Regarding the number of founders, the price difference is aroung HRK 50.00 per founder. The basic deposit, which can be paid in cash or contributed as an in-kind contribution, is deposited in a bank account, and a certificate of deposit is submitted when the company is registered. Commercial banks open and manage bank accounts.
The founder (a natural person) needs a valid identity card or passport if they are a foreigner. In the case of a legal entity, identity cards of all members of the company’s management are required, or passports in the case of foreigners. In a case of a foreign legal entity, an extract from the court register for the legal entity in question is also required, certified and translated by an authorized court interpreter, and it must not be older than 30 days from the date of submission of the application to the court register.
It is recommended that you check and reserve the company name in advance at the Commercial Court in Zagreb (Amruševa 2/II.). The name of the company must be different from existing companies, and it can contain Croatian or Latin words or the surname of the founder.
A limited liability company is established on the basis of a deed of incorporation (if the company is founded by only one person) or a partnership agreement (when there are several founders). The aforementioned document defines the name and headquarters of the company, activities, rights and obligations of partners, company bodies (management, supervisory board, etc.) and other elements important for the company’s operation. All documents must be notarized.
The deed of incorporation is drawn up at a notary, followed by entries at:
- the commercial court,
- the Croatian Bureau of Statistics,
- to the tax administration,
- customs administration (if the activity includes international trade),
- the Croatian Pension Insurance Institute,
- the Croatian Institute for Health Insurance.
Registration at the commercial court
The registration is done entirely by the notary’s office, which also obtains all the documentation necessary for the registration. In addition to notary fees, court fees for company, registration must also be taken into account, which depends on the number of activities registered by the company.
Publication in the official newspaper of the Republic of Croatia, Narodne novine, and in the daily press
After the entry in the court register, information about the entry must be published in the Narodne novine paper.
Making od the stamp
A copy of the decision on registration in the commercial register is submitted with the order. The name of the company must be indicated on the stamp.
Determining the identification number
The identification number is determined by the National Institute of Statistics (Ilica 3, Zagreb) on the basis of the National Classification of Activities within 15 days from the date of receipt of the decision on entry into the economic register. The document is called the Business Entity Classification Notice (Obavijest o razvrstavanju poslovnog subjekta).
The following shall be attached to the application:
- a copy of the decision on entry into the economic register,
- RPS-1 form (available in bookshops Narodne novine),
- a copy of the tax payment slip.
Registration in the system of persons liable for income tax and registration in the VAT system
It is done at the branch office of the Tax Administration depending on the registered office of the company. You must submit a copy of:
- all decisions on registration at the commercial court,
- notices from the National Institute of Statistics on the classification of the business entity,
- transaction account signature card,
- contracts on the lease of business premises (if the company does not currently have a leased or own business premises, the clerk will request a statement to that effect),
- contracts on accounting services (concluded with an accounting firm) or statements that the company will perform accounting within its own accounting department,
- if the company wants to enter the VAT system and if it meets the conditions, P-VAT 1 form must be filled out.
Determining the customs number
If you also want to engage in international trading, you must submit the application the Customs Administration and with it submit:
- a copy of the decision on entry into the economic register,
- notice on the classification of the business entity,
- a copy of the slip on the payment of the administrative fee.
Application for pension insurance (PIZ)
You must submit it within 15 days from the day of starting business. You need the following form:
- M-11 P application form on the start of business of the person liable for the payment of contributions (economic company) – (DO NOT fill in when submitting!).
The following must be attached to the application:
- decision on registration in the economic register,
- notice on the classification of the business entity.
Registration for health insurance (ZZ)
It shall be submitted within 15 days from the date of commencement of business. The following forms are required (available in Narodne novine bookstores):
- form 1 – application of the taxpayer for the payment of contributions (business companies).
The following must be submitted together with the form:
- decision on registration in the economic register,
- notice on the classification of the business entity,
- application to the Croatian Pension Insurance Institute (copy of M-11P).
Decision on meeting the minimum technical conditions
A commercial company can only start its activity when it submits a decision of the competent mayoral service for the economy of the state administration office to the commercial court (based on the registered office of the company) confirming that all the conditions prescribed for the performance of the activity in question have been met.
2. Administrative management of the company in Croatia
Companys’ Headquarters
If you do not yet have business premises, we offer you the possibility to temporarily register your company at the headquarters of the DataLink Unija in Zagreb, namely at the address: Radnička cesta 39, 10000 Zagreb. Business premises comply with all legal regulations.
Administration
We will digitize all your mail and send it electronically to your e-mail address daily. Preparing payment orders in the electronic bank and issuing invoices are the most common tasks on our to-do-list, but we also take care of all the other tasks, so that your company will function smoothly, as if you had a full-time administrative staff.
Telephone
Our professional staff will answer phone calls in our call center and provide basic information about your company.
Accounting
Leave the management of your business books to us and we will make sure that they are kept in accordance with the law. At the same time, we will regularly inform you about the operations of your company and advise you in the field of accounting and taxes. We can also take care of your payroll accounting, management of personnel records and other personnel services, and we guarantee that they will be in accordance with applicable regulations and your expectations. Of course, we will also take care of timely and correct reporting to state institutions.
Since our experts are familiar with the Croatian legislation as well as Slovenian, they will be able to explain the specifics that you need to pay special attention to in your business more easily.
E-accounting
Get 24/7/365 insight into your company’s business books from Slovenia as well. Through our e-accounting, you will be able to confirm the authenticity of received invoices and review all business documentation from our e-archive.
If you have additional questions regarding the process of setting up a company in Croatia, we will be happy to advise you.
