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Short guide – steps of company establishment in Croatia without personal presence

Foreign investors can acquire ownership and act as directors/board members in limited liability companies in Croatia without any limitations. Minimum initial capital for establishing a limited liability company is HRK 20,000. The founder has to pay at least one fourth of initial share capital entered in money (i.e. minimum 5,000 HRK) before the company is entered into the Company Register. In regular procedure, future shareholders and directors/board members should be personally present in Croatia throughout company establishment procedure. However, there is an option of establishment of company without personal presence based on special power-of-attorney.

Law firm ZBA is presenting short walkthrough of steps in company establishment procedure without personal presence of future shareholders and directors/board members in Croatia:

1. Step – basic company information

Future shareholders and directors/board members should decide on basic company information: 1. name of the company; 2. company business address; 3. official company e-mail; 4. amount of share capital; 5. list of business activities; 6. list of names and ownership shares of future shareholders; 6. list of names and scope of representation of future directors/board members.

2. Step – obtaining personal ID numbers

Once all basic information for future company are agreed upon, future shareholders and directors/board members should apply for Croatian personal ID number (OIB), since it is needed for all legal actions done in Croatia. Application is submitted to Tax office and OIB is issued within few working days.

3. Step – preparation and signing of legal documents

Based on basic company information and personal ID numbers of future shareholders and directors/board members, legal documentation is prepared for signature in place of their residency: special power-of-attorneys, director's statement of acceptance of the appointment, Director's statement of acceptance of the appointment and no-debt statement. After drafting of establishment documents, they are sent to future shareholders and directors/board members for signing in front of Notary Public. Additionally, depending on country in which future shareholders and directors/board members would sign documents, legalisation of documents may be required

4. Step – payment of share capital

After the documents are signed and legalised, they are handed to bank who issues payment instructions for share capital. Based on that instructions, future shareholders pay share capital, and bank issues official confirmation of share capital payment.

5. Step – company establishment

After all upper stated steps are done, documents are submitted to Commercial court for company establishment procedure, which usually takes up to 5 working days from the moment when documents are served. Once the company is established, Commercial court will enter newley established company into Company Register.

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