A simple limited liability company (j.d.o.o.) is a capital company whose minimum share capital is only 10 kn (as opposed to a d.o.o. when the share capital required is 20,000 kn minimum). A j.d.o.o. can have up to five founders.
In this guide, we’ll explain how you may open a j.d.o.o. in Croatia either online or in person. We’ll also cover the procedure for closing a j.d.o.o. whether you need the complex method and the simple way.
How to open a j.d.o.o. (simple limited liability company)
There are two ways to open a j.d.o.o. company in Croatia:
- In person
Opening a j.d.o.o. online has only been an option since the end of 2019. Currently, this option is only open to Croatian citizens. We will review both options on how to open a company below, both for Croatian citizens and for foreigners.
Opening a j.d.o.o. in person
The start-up capital required to open a j.d.o.o. is only 10 kn, which makes it the preferred option for Croatians. However, if you’re a foreigner seeking to get a work permit through the company as the owner, then the police may require you to invest up to 200.000 kn in start-up capital.
- Starting capital = 10 kn
- Notary public costs (with documentation) = 500 kn
- Judicial registration fee = 60 kn
- Stamp making = 100-200 kn
- DZS fee = 55 kn
1. Naming your company
The first step in opening a j.d.o.o. is selecting a name for the company. When choosing a company name, use the court register portal to peruse registered companies as your name cannot be too similar to companies already in existence.
In addition to your preferred company name, it is advisable to prepare alternate names in case your selected name is already taken. Sometimes you won’t find out you cannot use your selected name until you’re sitting at the notary’s office. (This happened to me)
The name of your company must use Latin script and be in the Croatian language (unless using your last name) or in the official language of one of the EU member states. Arabic numbers can also be used.
2. Visit the notary
Next, you’ll need to find a notary. In Croatia, a notary is called a “javni bilježnik“. The notary will create the following incorporation documents:
- Zapisnik o osnivanju (Record of Founding)
- Prijavu za upis društva u sudski registar (Notification to Register a Company in the Court Registry)
- Izjavu o nepostojanju nepodmirenih dugova (Statement of Non-Existence of outstanding Debts)
These documents must be signed and verified by the javni bilježnik. Bring your Croatia national ID card and passport (if you’re a foreign national). All founders must be present at the notary. If you do not speak Croatian, you will be required to have a certified translator with you at the notary’s office.
3. File your corporate documents
Documentation needed includes:
- Prijava za upis osnivanja (Application for Founding Submission)
- Zapisnik o osnivanju (Record of Founding)
- Popis članova društva (List of Members of the Company)
- Dokaz o uplati temeljnog kapitala (Proof of payment of initial capital)
- Dokaz o uplati sudske pristojbe (Proof of payment of court fee)
- Dokaz o uplati za objavu u NN (Proof of payment for publication in Narodne novine)
- Izjava o nepostojanju nepodmirenih dugovanja (Statement of Non-Existence of Outstanding Debts)
After the payment has been made, HITRO.HR will complete your application and forward it to Trgovački sud, the commercial court. If the documentation submitted is correct and complete, the court will register the company in the Court Registry within 24 hours. The decision on founding and the certificate of OIB will be created for the company.
At FINA, you must also complete and submit the RPS-1 form. You can download two versions of this form here:
This form is required for obtaining the Obavijest o razvrstavanju po Nacionalnoj klasifikaciji djelatnosti (Classification Notice of the Business Entity by National Classification of Activities) of the Državni zavod za Statistiku (Central Bureau of Statistics), matični broj (ID Number) and šifra glavne djelatnosti (Main Activity Code). These documents can be picked up at the HITRO.HR service counter.
4. Get your pečat
Once all documentation has been processed and your company is open, it’s necessary to create a stamp called “pečat”. The pečat is literally a rubber stamp that you can use to stamp documents in combination with your signature.
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.
5. Open a bank account
Next, open an bank account so that the transfer of the founder’s deposit (required start-up capital) can be made. For this, you’ll need to bring all of your incorporation documents including your OIB and proof of registered address.
6. Set up pension and health insurance
7. Register with tax office
After registration in the Sudski registar (court register) explained above and the Registar Državnog zavoda za statistiku (Register of the State Bureau of Statistics), you’ll need to apply for registration in the tax administration offices.
Bring the court register registration document, the Obavijest o klasifikaciji (Classification Notice) according to the Nacionalna klasifikacija djelatnosti (National Classification of Activities) and a potpisni karton (Signature Card).
Opening a j.d.o.o. online
From 2019, it is possible to open a j.d.o.o. online without an attorney or notary public. After choosing a name for the company, go to the START web site. You can enter the portal using an electronic identity card (osobna iskanica) or FINA’s digital certificate, which are currently only available to Croatian citizens.
The total expense of opening a j.d.o.o. through START application is only 200 kuna. Your company will be registered within 3-5 days from opening.
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)
To get a more thorough understanding of how to open a j.d.o.o. through START, take a look at this detailed post covering the capabilities of this application.
After opening your company online, you will still need to get your stamp, open a bank account and register with the pension and health insurance agencies as noted in steps 4 through 6 above.
How to close a j.d.o.o. in Croatia
Just like the opening of a company, there are also two options for closing a j.d.o.o. company.
- Simple closing without liquidation
- Complex closing with liquidation
Simple closing of j.d.o.o. – no liquidation needed
It is possible to close a j.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: 600 kn
Complex closing of j.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 called “Odluka o likvidaciji – prestanku društva” 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 j.d.o.o.”, your company’s name will change to “Fjaka j.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: 600 kuna