Branch offices in Croatia are established for carrying out economic activity of foreign companies. The establishment of a branch office is governed by the same conditions for domestic companies.
- A branch office is not a legal entity and, therefore, may not independently hold legal rights and obligations in business transactions and legal affairs.
- All rights and obligations stemming from the operation of the branch office belong to the founder.
- In the event of a dispute with third parties, the party is not the branch office but the company or sole trader to which it belongs.
E-establishment
A branch office of a foreign founder may be established online at e-Sudski registar (e-companies register).
Registration
- A branch office operates under its company, indicating its registered office and the registered office of the founder.
Along with the application for registration of a branch office, it is necessary to enclose the following original documents with certified translation into Croatian:
- Extract from the Companies Register (from which the legal form and time of establishment of the foreign branch office founder is evident)
- Information on the persons authorised for representation and the scope of their powers
- Founder’s decision on establishment of the branch office
- A certified transcript of the statement of establishment in accordance with the legislation of the country where the founder has its registered office (articles of association or statute of the founder)
- A certified summary financial report of the last year of the founder’s operations.
The registry court may approve the registration of a branch if the founder proves that:
- It is duly established
- It has a registered office in another country (EU/EEA and third countries)
- Persons from Croatia in the founder’s country are allowed to establish branches under the same conditions as those that apply to the founder in Croatia.
Obligations
- The founder has to report any changes to the data to the registry (commercial) court.
- If the same founder intends to establish several branch offices, the establishment procedure is carried out for each branch separately. The application for registration should specify the main branch office, while others have to be marked with ordinal numbers.
- The founder should authorize the representation of one or more individuals in each branch office, with the possibility of authorizing the same person for several branch offices.
- Branch offices are required to keep business records in compliance with applicable tax and accounting regulations and standards.
Competent authority and regulations
Ministry of Justice, Public Administration and Digital Transformation
Ulica grada Vukovara 49, 10 000 Zagreb
gradjansko.pravo@mpudt.hr
Companies Act (Official Gazette NN 111/93, 34/99, 121/99 – consolidated version, 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)
Companies Register Act (NN 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 action in the procedure of establishing companies at a distance (NN 65/19)
Ordinance on the manner of entry into the Companies Register (NN 121/19 and 2/23)
Last updated on 28 February 2025
