Economic interest grouping is a legal person set up by two or more natural and legal persons to facilitate and promote the pursuit of the economic activities of their business and to improve or to increase their impact in such a way that the legal person does not make profits for itself.
Members of a grouping may be persons engaged in an economic activity and persons engaged in a liberal profession governed by special regulations.
- Grouping is formed without the capital.
- Members’ rights cannot be expressed in securities.
- The business activity of a grouping has to relate to the economic activities carried out by members of the grouping, in addition to being able to carry out only ancillary activity.
- Grouping is subject to the provisions concerning a public company unless otherwise specified in the Companies Act.
The grouping many not:
- exercise direct or indirect powers of directing or controlling the operation of the firm of its members, other companies, and natural persons,
- hold shares or units in member firms directly or indirectly; it may not do so in firms other than where it is necessary to achieve the objective pursued by the grouping, but only on behalf of the members,
- be a member of another grouping,
- procure funds on the capital markets.
Setting up the Economic Interest Grouping
- Economic interest grouping is created by concluding a contract for its formation.
- The contract for the formation of a grouping takes the form of a notary document and contains: the company of the grouping, the registered office of the grouping, the company, i.e. name, legal form, registered office or permanent residence of the members of the grouping, and the register and number under which they are registered, the duration of the grouping if it is not formed for an indefinite period.
- Contract data and amendments thereto have effect vis-à-vis third parties from the date of publication.
- The application for registration of the grouping at the Companies Register, as well as any changes to the information entered for it, are submitted by all members of the management board of the grouping.
Application for registration at the Companies Register
- Grouping is entered into the Companies Register of the court in the territory of which the registered office of the grouping referred to in the contract of its formation is located.
- The application for registration has to include, in addition to the information contained in the contract of formation, the following: names and surnames of members of the management board, their personal identification numbers, place of residence, and authorisation to represent the grouping.
- For the entry into the Companies Register the following has to be notified: amendments to the abovementioned data, declaring the nullity of the grouping, formation and termination of any grouping establishment, termination of the grouping, names of the grouping’s liquidators and their personal identification numbers, place of residence and authorisation to represent them, as well as any change of the given information, termination of liquidation of the grouping, of contract’s clauses, i.e. of provision of a legal act exempting a new member of the grouping from liability for the obligations of the grouping incurred prior to the member’s accession to the grouping.
- The application and any subsequent changes to the registration at the Companies Register are submitted by all members of the management board of the grouping and all liquidators for the registration of the grouping’s liquidation termination.
Applications for registration are accompanied by:
- The contract of formation of a grouping and the legal act of exemption from liability of a new member for the obligations of the grouping which arose prior to the member’s accession to the grouping
- Amendments to the contract including all grouping membership amendments
- Decision on formation and termination of a grouping’s establishment
- Court decision declaring the nullity of a grouping
- Decision on nomination and revocation of the members of the grouping’s board members and on whether they act individually or jointly, and in the case of nomination, their declaration that there are no obstacles to nomination established by the law
- Declaration of members by which they give away their share or part of share in the grouping and decision of other members giving agreement thereof
- Decision of members or a court on termination of a grouping
- Decision on nomination and revocation of the grouping’s liquidators
- Decision on termination of liquidation
- Decision on changing the registered office of the grouping.
Competent authority and regulations
Ministry of Justice, Administration and Digital Transformation
Ulica grada Vukovara 49, 10 000 Zagreb
gradjansko.pravo@mpudt.hr
Companies Act (OG 111/93, 34/99, 121/99 – authoritative interpretation, 52/00 – Decision of the Constitutional Court of the Republic of Croatia, 118/03, 107/07, 146/08, 137/09, 152/11 – consolidated version, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23 and 130/23)
Court Register Act (OG 1/95, 57/96, 1/98, 30/99, 45/99, 54/05, 40/07, 91/10, 90/11,148/13, 93/14, 110/15, 40/19, 34/22 and 123/23)
Ordinance on the manner of entry into the Court Register (OG 121/19 and 2/23)
Last updated on 28 February 2025
