How to open and close a d.o.o. (LLC) in Croatia: Guide for 2023
A limited liability company (known as a d.o.o. in Croatia) is a company founded by one or more people that want to do business under a common name.
Limited liability d.o.o. companies are the most common business type in Croatia. If you want to know if a d.o.o. is the right company structure for you, take a look at this post.
In this post, we include:
The facts are these…
How to open and close a d.o.o. in Croatia
There are two ways to open a d.o.o. company in Croatia:
- In person
We will review both options on how to open a company below.
Note: Private companies often send scam emails to young entrepreneurs and currently open businesses, so be aware. Read received e-mails carefully and pay only the fees that must be paid to the state.
Below is a step-by-step guide on opening a d.o.o. in Croatia.
#1 Choose a name
The first step is to choose a name for your company. You can do this at the HITRO.HR’s counter at FINA, the tax agency. Take a look at this map of HITRO locations to find the closest office.
It is good to come up with several name variations in case your first choice is unavailable. You cannot choose a name that is too similar to an existing company. You may browse existing companies on the Ministry of Justice website here.
Your company’s name must be in Croatian or in the official language of one of the EU/EEA member states and in Latin script. Arabic numbers can also be used.
#2 Visit a notary public
Javni bilježnik (notary public) verifies an application to enter the court register. To verify the documents, you must provide an ID card or passport. Foreign citizens MUST provide their passports. If there is more than one founder, all of them must be present.
They must verify the following documentation:
- Application for registration in the court register (Po form)
- Contract signed by all founders or statement on the establishment if there is only one founder
- Statement of the members authorized to represent the company on accepting the appointment
- Decision on the appointment of board members
- Signature of the director or signatures of the board members
- Signatures of supervisory board members, if there is one
- Decision on the appointment of the procurator of the company and their signature if there is one
- Decision on determining the address of the company
[Read: How to get something notarized]
According to the Zakon o trgovačkim društvima (Companies Act) available here, you must report the business address when registering a company.
Foreign documentation must be officially translated into Croatian by a court translator. View our guide on preparing foreign documents for use in Croatia here.
#3 Apply at the court register
After visiting the notary, you must apply for registration in the court register to FINA, i.e., HITRO.hr. Provide them with notarized documents. A commercial court will issue you a decision on the registration.
#4 Classify by activities
Within 15 days of receiving a decision, you must request classification by activity from Državni zavod za statistiku (Central Bureau of Statistics). You must provide:
- Decision on registration in the court register
- Form RPS-1 – view it here and buy in Narodne novine
- Copy of the payment slip for administrative fees
Fina will notify you about the classification.
#5 Get a pečat
When all the paperwork is finished, you need to procure a company stamp called pečat, which is literally a rubber stamp that you can use to stamp documents. To request the stamp, you’ll need to provide your notarized articles of incorporation.
You can get a company stamp at a tiskara (tiskarnica) or print shop. The cost depends on the size and shape.
#6 Register at Tax Administration
You must register the company with the Porezna uprava (Tax administration) according to the company’s headquarters. This is done for the purpose of registration in the Register of income tax and VAT obligees.
If you already have employees, you must register them for pension insurance at HZMO and health insurance at HZZO. View how third-country citizens can sign up for state health insurance in Croatia here and EU/EEA citizens here.
Opening a bank account
You’ll also open a company bank account and deposit the start-up capital. Keep the receipt from your deposit of start-up capital with your incorporation documents.
Frankly, it is best to keep all of your paperwork in a safe, organized place, no matter how insignificant it may seem. There is no insignificant paperwork in the eyes of the Croatian government.
Requirements for opening a bank account depend on each bank’s internal business policy and your case. Required documents are:
- ID card
- Extract or Decision from the court register (attach a copy but show the original)
- Notification on the classification of the National Bureau of Statistics (attach a copy but show the original)
However, if you are a foreigner, they may require additional information to gain trust. They may ask if you have a residence in Croatia or any other links to Croatia, what is the purpose of opening a company, what is the source of funds, what is the business plan, etc. For example, some banks will make the process easier if you own a property in Croatia. Whatever the case is, prepare that they will ask you for a detailed explanation.
- Notary public – ~331,81 euros
- Registration at court – 53,09 euros
- Central Bureau of Statistics – 7,30 euros
- Company registration in Narodne novine – 119,50 euros
- Pečat – approximately 25 euros
- Start-up capital – 2.654,46 euros minimum
The start-up capital can be as high as 26.544,56 euros for non-EU/EEA nationals if you seek a work permit through the company as the owner.
Croatian citizens can open a d.o.o. online without needing an attorney or notary public. This is done via the START application available here. You can enter the site using your osobna iskaznica or FINA’s digital certificate, which are two tools only available to Croatian citizens.
The total cost of opening a d.o.o. through the START application is only 26,55 euros. Your company will be registered within 3-5 days.
Using the START application, you can:
- Enter the company into the court register
- Enter the company into the Register of Business Entities (Central Bureau of Statistics)
- Pay for the initial capital and fees
- Submit a request for opening a transaction account at a commercial bank (optional)
- Enter into the register of VAT payers and/or assign of VAT ID number through the Tax Administration (optional)
- Register to the HZMO
- Register to the HZZO
To get the full scoop on opening a company through START, take a look at this detailed post covering the capabilities of this application.
Like with opening a d.o.o. company, there are also two options for closing it:
- Simple closing without liquidation
- Complex closing with liquidation
Let’s find out more about each.
Simple closing of d.o.o. without liquidation
It is possible to close a d.o.o. “quickly” if all members agree on closure when liquidation is unnecessary. This is useful for companies without debts because it is a shorter, cheaper, and easier procedure.
Instead of the usual liquidation procedure, which can last up to a year or more, this short procedure will take around two months.
All members must visit a javni bilježnik and:
- Bring Odluka o prestanku društva (decision about the termination of the company)
- Give a statement the company has no debts, and they will pay all the debts if they are found after closing
The javni bilježnik will file your request to close the company with the commercial court called Trgovački sud. The court will publish a notice of the company closing in Narodne Novine. The public will have 30 days from the date of publication to make a claim for any outstanding debts against the company.
[Read: What is Narodne novine]
If someone comes forward and makes a claim against the company, the closing will be automatically switched to the below complex procedure. In addition, the owners will also be personally liable for the debts since they did not disclose them before the start of closure.
If nobody makes a claim within 30 days, the company will be closed automatically after 30 days.
The approximate cost is 199 euros.
Complex closing of d.o.o. with liquidation
If liquidation cannot be avoided, then there are more steps involved in closing the company.
First, report the decision to close the company to the commercial court called Trgovački sud. The court will formally open the liquidation process of the company in the court register.
The list of all commercial courts in Croatia is available here.
Next, the company must change their name to include the suffix “u likvidaciji”, which means “in liquidation”. For example, if your company is called Fjaka d.o.o., your company’s name will change to Fjaka d.o.o. u likvidaciji.
The shareholders must hold a meeting to appoint the liquidators, whom are usually the management members of the company unless otherwise defined in the articles of incorporation.
The company must finalize accounting and financial documentation, complete all current affairs, charge the company’s receivables, collect the remaining assets, and settle the creditors before starting the closing process. The liquidation procedure can last up to a year.
The approximate cost is 332 euros.
View our other businesses guides
- How to open and close an obrt
- How to open and close an OPG
- How to open and close an udruga
- How to open and close a j.d.o.o.
Please note: Information provided by Expat in Croatia is only for the purposes of guidance. It does not constitute legal or financial advice in any form. Croatian laws and bureaucratic rules often change, and each personal case is individual, so different rules may apply. For legal advice, contact us to consult with a licensed Croatian lawyer. For financial advice, contact us to consult with a licensed Croatian tax advisor or accountant.