Closing a company with a shortened procedure, without liquidation

Closing a company with a shortened procedure, without liquidation, requires the agreement of all members. The termination decision has to contain the following information:

• Company, registered office, personal identification number (OIB) and registration number of

the entity of the discontinued company

• Total number of members of the company, first and last names, permanent residence and OIB of each

member of the company (i.e., companies and registered offices if a member of the company is

a legal person),

• Plan for the allocation of the company’s assets.

Declaration

All members of the company also have to declare that:

• The company has no outstanding obligations towards the employees and former employees of the company and no other outstanding obligations on the grounds of the employment relationship between the employees and former employees
• Company has no disputed or undisputed past due or outstanding obligations towards other creditors
• Each member must settle, jointly and severally with all other company members, any remaining obligations of the company (if it is subsequently shown that such obligations exist).

The decision to terminate the company and the decision of the company members have to take the form of a notary act, or a private document certified by a notary public.

The termination of a company in summary proceedings without liquidation has to be reported to the registry court. The application has to be accompanied by:

• Decision on termination of the company
• Statement by all members of the company that the company does not have outstanding obligations
• Statement that each member undertakes to settle outstanding obligations if it is subsequently established that they exist and confirmation that the company does not have outstanding debts for public levies.

After deleting the company from the Companies Register, the company members are jointly and severally liable with all their assets for the obligations of the company that ceased in the summary proceedings without liquidation.

Creditors may exercise their claims against the company within two years from the day of the announcement of the company’s deletion from the Companies Register.

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 (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, 130/23 and 136/24)

Companies 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 of establishing companies at a distance (OG 65/19)

Ordinance on the manner of entry into the Companies Register (OG 121/19 and 2/23)

Ordinance on the form and content of the form for making a statement on the absence of outstanding tax debts and contributions for pension and health insurance, as well as debts for net salaries to workers (OG 22/12)

Bankruptcy Act (OG 71/15, 104/17, 36/22 and 27/24)

Ordinance on the form and content of the form for submissions in pre-bankruptcy and bankruptcy proceedings (OG 67/19, 54/22 and 39/24)

Last updated on 28 February 2025