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General

A company is a legal entity established and organised in accordance with the Companies Act. All companies are registered in a court register following the Court Register Act and the Rules of Court Register Entry Procedures. Under the Companies Act, it is possible to start a company as a company based on capital or as a partnership, which is an association of persons. The Croatian Companies Act regulates business entities as including also categories that, due to their different legal properties, are not always regarded corporate in some other legal systems (e.g. partnerships, as defined by Croatian law).

Companies based on capital include:

• a private limited company;
• a public limited company;
• an economic interest association.

Partnerships include:

• a general partnership;
• a limited partnership.

The law also regulates the establishment of branch offices and the position of sole traders.

A domestic or foreign legal entity or natural person may establish a company. A company is liable to settle its debts with all its assets. Owners/shareholders in private and public limited companies are not personally liable for the obligations of the company, unless the Companies Act provides otherwise.

Partners in general partnerships and general partners in limited partnerships have unlimited liability to cover the debts of their partnership jointly, severally and with all their personal assets.

A company name is the name used by a company in business transactions and legal affairs. It must be clearly different from the name of any other company entered in the court register of the same register court. The company name must consist of a proper name and an indication of the company’s business activity. It must be written in the Croatian language and may contain foreign words if these are part of the name/company name of a partner/owner/shareholder, of the trade/service mark of a partner/owner/shareholder or their company registered in Croatia, and in cases when such words are common in Croatian. The company name may be entered in a court register also in a translation in one or more foreign languages. If the word Croatia or any word form derived from it is to be used in the company name, special consent from the Central State Administrative Office for Public Administration is a requirement.

A company must use the company name and its abbreviated version in the form and with the content as submitted for the court register. The stationery used by the company (letters, invoices, letterheads, etc.) must show the company name, the company’s registered office, the court of registration, number of registration entry, company name and address of the institution where the company holds its account and the account number.

A company may be registered to engage in any permitted business activity. The business activity of the company (company’s object) is specified in the statement on establishment, articles of association i.e. company constitution. It is also entered in a court register with an activity code as specified in the National Classification of Economic Activities. In the case of activities that require consent, a permit or other document issued by a governmental authority or an institution, entry into the court register can only be made after obtaining such consent or permit from the relevant body or institution.

A company’s registered office is the premises used by the company management and from which the company is run. It is indicated in the statement on establishment or articles of association. The company may only have one registered office entered in the court register.

The authority to represent a company is given to persons as specified in the Companies Act for the respective company type. The persons representing the company and restrictions of their representative powers towards third parties are entered in the court register. The law distinguishes between legal representatives, representatives by proxy, attorneys by employment and procurators.


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