Simple limited liability company (simple LLC) in Croatia can be established in several ways. It is important to check the sectoral requirements. It has a maximum of five founders and one board member. A simple LLC can have a minimum capital of 1 Euro.
Service provision options
- Freedom to provide services: No establishment requirement for the EU/EEA providing many services temporarily; only a declaration on the cross-border provision of services from the EU/EEA is required
- Business establishment: Establishment required for providing services permanently, while optional for temporary cross-border providers registered in the EU/EEA; establishment required for all enterprises from Croatia and third countries
Business establishment options
Limited liability company can be registered through several options:
START (one-stop shop
- For Croatian citizens
- Electronic establishment of LLC, simple LLC, and crafts (sole trader)
- All registration steps are performed in one place
- Without notarization
START (physical – soon)
- For Croatian citizens
- All registration steps are done electronically by going to one of 20 locations
- Without notarization
e-Court Register
- For Croatian EU/EEA citizens
- Electronic establishment of LLC and simple LLC
- All other registration steps are done separately
Physically
- For Croatian, EU/EEA citizens, and foreign citizens:
- Separate physical steps for registering companies, as follows:
Determining the company name
- Check availability in the Court registry.
- When applying to the competent commercial court, multiple name variants may be proposed.
Notarization
- Declaration of incorporation (when there is only one founder) which can be drawn up in electronic form and via electronic communication OR articles of association (when there are two or more founders) which define the name, registered office of the company, share capital, rights and obligations of the founder, appoint members of the management (supervisory board), etc.; all founders must sign the articles of association which is concluded in the form of a notarial deed or a private document certified by a notary; the deed or document can be in electronic form or drawn up via electronic communication and in electronic form).
- Application for registration in the court register (Form Po).
- Statement on the absence of outstanding debts.
Payment of share capital
- Minimum 1 Euro to a temporary account at a bank or with the Financial Agency (FINA).
Registration in the court register
- The documentation prepared by the notary public, together with the certificate of payment of the share capital, is submitted to the competent commercial court for entry in the court register.
- Upon completion of the registration, the commercial court delivers the registration decision and the OIB to the notary or FINA.
Registration in the National Classification of Activities
Opening a bank account
- A copy of the Decision on entry into the court register, the Notification on the classification of business entities of the CBS, and a copy of the identity card are attached to the request for opening.
- The bank creates a signature card that records basic information about the company and members authorized to dispose of funds in the account.
Croatian Pension Insurance Institute (HZMO) and Croatian Health Insurance Institute (HZZO)
- Application on the start of business of the person liable to pay contributions (M-11 P).
- Application for pension insurance for an insured person (M-1 P).
- Application on the person liable to pay contributions (Form 1).
- Application for basic health insurance for the insured person (Form 2).
Tax Administration
- Application for entry into the register of corporate taxpayers (RPO form) is made at the Tax Administration branch office according to the company’s registered office, with the following documentation:
- commercial court decision on establishment,
- CBS notification on the classification of a business entity,
- rental agreement with the owner of the premises where the company is headquartered,
- contract with an accounting service,
- a copy of the signature card,
- Company registration with the HZMO and HZZO,
- Application to register for value-added tax (VAT) is made at the Tax Administration branch office according to the company’s registered office (form P-PDV).
Obligations
The completed form is valid as:
- List of members of the society
- List of persons authorized to manage the company
- Statement accepting the position of a board member
- Signature of a management member, which is stored in the court register
Deposits are paid in full in cash.
The lowest nominal amount of a business share can be 1 Euro (they must be denominated in full euros).
Application for entry in the court register is made after payment of the business shares.
The company must have legal reserves, in which ¼ of the profit shown in the annual financial report, minus the amount of the loss from the previous year, is entered.
Legal reserves may be used for:
- increase in share capital by converting reserves into minimum capital of the company,
- coverage of the loss reported for the year for which the annual financial statements are submitted if it was not covered from the profit of the previous year i
- coverage of the loss reported for the previous year if it is not covered from the profit reported in the annual financial reports for the year for which it is submitted.
If the share capital of a limited liability company reaches the amount of the share capital of a classic limited liability company, such a company ceases to be simple, and the rules of a classic limited liability company apply to it, provided that it can retain the name of a simple limited liability company (limited liability company).
Competent authority and regulations
Ministry of Economy – for the START system
Vukovarska 78, 10 000 Zagreb
info@mingo.hr
Ministry of Justice, Administration and Digital Transformation – for the Court Register and regulation
Vukovarska 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 text, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23 and 136/24)
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 taking actions in the procedure for establishing distance trading companies (OG 65/19)
Regulations on the method of entry in the court register (OG 121/19 and 2/23)
Last updated date on 28 February 2025
