In Croatia, a JSC (d.d) is a capital company that is a separate legal entity from the owners and members who are not liable for the company’s obligation, as its daily activities go on without them.
It is a legal company whose share capital is divided into stocks held by stockholders. The set-up is in two ways, which are: simultaneous incorporation in which the founders are responsible for undertaking the shares, adopting, and executing the articles of association, and declaring the company’s establishment. The other method is by successive incorporation whereby the founders only adopt the articles of association, undertaken as part of the shareowners, and issue the public a prospectus for the subscription of shares. The company is established after moments of registration with the court. The minimum share capital is HRK 200,000.
Opening a JSC in Croatia
Through the memorandum of understanding, the task of each tier, and the rules of the company alongside its activities are set and it serves as governing document for the firm. Both public and private JSC operate in Croatia, and they cannot be used for non-profit organizations. The rules for their formation include:
- It can be formed with at least one shareholder who may also not be a Croatian
- Filing of the documents declaring the company assets with the Trade Register
- The appointment of the management board and the supervisory board for the joint stock company
- A notary deed of incorporation prepared, with a power of attorney
- The debt of the company is not liable to shareholders
- A JSC needs to obtain OIB or tax identification number from the tax board
- It can be a merger or acquisition of another company and restructuring
It takes over 30 days for a joint stock company to be registered legally by the Croatian authorities, though the duration can be less if all required documents are provided and submitted properly.
Management Board
the Management Board is appointed by the supervisory board (the latter can revoke the decision on the appointment in presence of an important reason), to serve for a maximum of 5 years. Changes made on the board of directors need to be reported to the Trade Register in Croatia. The management board or executive directors direct and control the company’s activities, supervise the business operation, and make and share reports and financial statements to the shareholders and Trade Register.
The supervisory boards are elected by the shareholders’ assembly; the members of the board are responsible for supervising the company’s management and overseeing the company’s business activities.
Incorporating a Joint Stock Company
The document required for the corporation as stipulated by the Croatian Trade Register include:
- A memorandum of association and documents adopted and documented on the basis the shareholders acquired their shares
- The proof of the company’s assets, interest, and contract
- The evidence of payment of shares, or transfer of rights and assets
- Calculation of the cost of incorporation
- The decision on the appointment of the management and supervisory board
- A decision that determines the business activities that takes place in the company
- Reports on incorporation and audit of incorporation
- Approval of the public or any required body.
Some documents must be executed before the notary public. The d.d must register with the companies’ registry of the commercial court.
Steps of company registration in Croatian
The step-by-step process of registering a JSC is:
Selection, availability, and reservation of a company name
The company name availability and selection are selected on HITRO.HR entrepreneurial service which is one of the branches of Croatian financial agency.
Document certification
Prepare and keep all the required documents.
Registration in the court register
Apply for registration in the court register at HITRO, the Croatian financial agency.
Publication of company registration
Publish the registration data on the website of the registry.
Business activities classification
Stipulate the type of business activities that will take place.
Others
- Open a corporate bank account
- Start operation and have an accountant service and tax identification number
