A limited liability company (known as a d.o.o. in Croatia) is a company founded by one or more persons 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.
How to open a d.o.o. in Croatia
There are two ways to open a d.o.o. company in Croatia:
- In person
Opening a company online has only been an option since the end of 2019. Unfortunately, at this time, this option is only open to Croatian citizens. We will review both options on how to open a company below.
Opening a d.o.o. in person
The start-up capital required to open the business is a minimum of 20.000 kn, but can be as high as 200.000 kn for non-EU nationals if you are seeking to get a work permit through the company as the owner.
- Court fee for registration (400 kn)
- Central Bureau of Statistics fee (55 kn)
- Notary public (~2.000 kn)
Naming your company
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 FINA’s branches available in English to find the closest office.
It is good to come up with several variations of the name, in case your first choice is not available. For example, you cannot choose a name that is too similar to an existing company. You may browse existing companies on the Ministry of Justice website. The name of your company must be in Croatian language or in the official language of one of the EU member states and Latin script. Arabic numbers can also be used.
Filing the paperwork
According to the Companies Act, when registering a company you must report the business address.
An application for entry into the court register is verified by a notary public, called a “javni bilježnik” in Croatian. After visiting the notary, bring notarized documents and proof of paid taxes to FINA.
At FINA, you will need to submit the RPS-1 form. You can download this form here:
This form serves as a record for the Central Bureau of Statistics and allows for the assignment of the company’s OIB number and main activity code.
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. Depending on the size and shape, the cost of the stamp will be roughly 200 kn. You can get a company stamp at a tiskinica. To request the stamp, you’ll need to provide your notarized articles of incorporation.
You’ll must 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 they may seem. There is no insignificant paperwork in the eyes of the Croatian government.
Opening a d.o.o. online
From 2019, it is possible to open a d.o.o. online without the need of an attorney or notary public. After choosing a name for the company, go to the START web site to finish the opening process. You can enter the portal using your osobna iskanica 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 200 kn. 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 assignment of VAT ID number through the Tax Administration (optional);
- Register to the Hrvatskog zavoda za mirovinsko osiguranje (Croatian Pension Insurance Institute) and the Hrvatski zavod za zdravstveno osiguranje (Croatian Health Insurance Institute) (optional).
To get the full scoop on opening a company through START, take a look at this detailed post covering the capabilities of this application.
How to close a d.o.o. in Croatia
Just like the opening of a company, there are also two options for closing a d.o.o. company.
- Simple closing without liquidation
- Complex closing with liquidation
Simple closing of d.o.o. – no liquidation needed
It is possible to close a d.o.o. “quickly” if all members are in agreement about 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 of the members must visit a javni bilježnik and:
- bring Odluka o prestanku društva (a decision about the termination of the company)
- give a statement that 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 publish to make a claim for any outstanding debts against the company.
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 prior to start of closure.
If nobody makes a claim within 30 days, then the company will be closed automatically after 30 days.
Approximate cost: 1500 kn
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.
Here is a list of all commercial courts in Croatia.
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 in the company, 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.
Approximate cost: 2.500 kuna
You can learn how to open and close a simple LLC (j.d.o.o.) here.
UPDATED: January 21, 2020