Private Limited Liability Company in Croatia - Updated Guide 2021
Private Limited Liability Company in CroatiaUpdated on Sunday 04th April 2021
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A company where the members have their liability limited by the contribution to the company’s capital and are not responsible for their own assets for the company’s debts is called limited liability company. If the shares of this company are not transferable to the public, it’s called private limited liability company. A Croatian limited liability company (drustvo s ogranicenom odgovornoscu) can be incorporated by a single member, with a minimum share capital of at least HRK 20,000. The name of this type of business must be unique, followed by the termination “DOO”. For a better understanding of the conditions for opening a DOO in Croatia, we invite you to talk to one of our Croatian lawyers.
How can you manage a DOO in Croatia in 2021?
The management of this sort of business opened in Croatia is assured by the management board and the most important decisions are taken by the general meeting of the shareholders. The management board is formed by at least one manager, appointed by the company’s owners. His responsibilities are, among others, submitting financial reports and annual returns, representing the company on the Croatian market and taking everyday decisions. If certain conditions are met, the company must also appoint a supervisory board with at least three members, also elected by the company’s owners.
A company registered in Croatia in 2021 must appoint a supervisory board, if the type of business requires so, if the initial capital is above HRK 600,000, if there are more than 50 owners, if the number of employees exceeds 300 or if the company is the general partner in a limited partnership with the number of employees and limited partners above 300. The general meeting must take place every year, and in certain situations more often (like when the liquidation decision is taken).
What is the information comprised by the Articles of Association?
The base of establishing a private limited liability company in Croatia in 2021 is the Articles of Association (when there is more than one founder) or the statement of establishing (when there is only one founder). These documents must provide information regarding:
- • the company’s name and registered business address in Croatia;
- • the name and details regarding the founders (nationality, residency, etc.);
- • the minimum share capital deposited in a Croatian bank account;
- • details regarding the company’s stakes and rights and obligations attached to it;
- • information about the responsibilities and rights of each member of the business;
- • an availability date, if necessary, and details regarding the liquidation procedure.
This type of company may start to operate a business in Croatia only after it is registered in the Court Register based on the articles of association or the statement of establishing and a standard completed application. Any actions performed before the registration is considered void.
Who can set up a DOO in Croatia in 2021?
Foreign or local entrepreneurs or even a legal entity can register a DOO in Croatia in 2021 if the minimum share capital of HRK 20,000 is provided. A board of directors must be appointed, and also a legal representative. We remind that our lawyers in Croatia can act on behalf of your DOO in Croatia and can help you establish your business in respect with the legal conditions in this country. They can also help you obtain the EORI number.
Steps after a DOO registration in Croatia
As soon as the incorporation process of the private limited liability in Croatia took place, and the registration certificate has been issued by the Trade Register, there are several steps one should consider before starting the activities on the market. For instance, the company’s stamp needs to be obtained, and the registration with the tax authorities needs to be done. A permanent bank account must be opened for your company in Croatia which will serve for the future transactions, whether in local or foreign currency. We remind that all the documents need to be translated into the Croatian language before the incorporation process begins. Our team of advisors is ready to offer you the necessary legal assistance at the time of your business formation in Croatia.
For more details about establishing a private limited liability company, you may contact our law firm in Croatia.