HOW TO START AN ENTREPRENEURIAL ACTIVITY IN CROATIA
Transcription
HOW TO START AN ENTREPRENEURIAL ACTIVITY IN CROATIA
CROATIAN CHAMBER OF ECONOMY HOW TO START AN ENTREPRENEURIAL ACTIVITY IN CROATIA Zagreb, March 2015 How to start an entrepreneurial activity in Croatia The legal framework in force and business organization available to a business start-up, the procedures to follow when registering a business and starting business operations, the list of CROATIAN CHAMBER OF ECONOMY business activities requiring approval prior to company registration and other matters of interest to a Zagreb, March 2015 foreign investor in Croatia How to Start Up an Entreprise in Croatia 2 TABLE OF CONTENTS Companies............................................................................. 7 Limited liability company (d.o.o.)....................................... 10 Simple limited liability company (j.d.o.o.)......................... 12 Joint stock company (d.d.)................................................. 14 General partnership (j.t.d.)................................................. 18 Limited partnership (k.d.)................................................... 19 Economic interest grouping (GIU)..................................... 20 Branch office........................................................................ 21 Starting a business activitiy............................................... 23 Representative office.......................................................... 30 Crafts.................................................................................... 33 Sole trader............................................................................ 34 Business activities requiring special licenses.................. 35 Important institutions and ministries in the Republic of Croatia.................................................................................. 45 3 How to Start Up an Entreprise in Croatia 4 The legal framework for foreign investment in the Republic of Croatia is designed so as not to make a difference between domestic and foreign investment. All that is possible with respect to domestic investors is also possible where capital is invested by foreign nationals. Moreover, foreign investors enjoy additional guarantees that are not given to domestic investors. The Croatian Constitution provides that the rights acquired through the investment of capital shall not be infringed by law or any other legal act and that foreign investors are guaranteed free transfer and repatriation of profits and invested capital from the country following the termination of investment activity and after having fulfilled all statutory obligations. When foreign investors form or participate in the formation of companies in the Republic of Croatia, their position, rights and obligations are equal under the principle of reciprocity which is presumed to apply to those of domestic investors. In the Republic of Croatia foreign nationals may invest capital: ■ on a contractual basis ■ in a company ■ in a bank or insurance ■ by starting a crafts business or by acting as sole traders ■ by obtaining a concession for the exploitation of natural and other resources of interest to Croatia. 5 How to Start Up an Entreprise in Croatia 6 I. COMPANIES A company is a legal person whose formation and organisation are governed by the Companies Act. The registration of a company in the court register is regulated by the Court Register Act and the Ordinance on the manner of registration in the court register. Under the Companies Act, in the Republic of Croatia it is possible to form either a corporation, i.e., a company based on capital, or a partnership*. Corporations include: ■ limited liability companies ■ simple limited liability companies ■ joint stock companies Partnerships include: ■ general partnerships ■ limited partnerships ■ economic interest groupings. The Act also regulates the setting up of branch offices and the position of the sole trader. Certain general principles apply to the formation of all forms of companies: Founders A company may be formed by any domestic or foreign legal or natural person. * Note: 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). Company’s legal personality All companies are legal persons. A company acquires legal personality upon its registration in the court register. Liability for the company’s obligations A company is liable for its obligations with its entire assets. Members of a limited liability company, shareholders of a joint stock company and limited partners in a limited partnership are not liable for the obligations of the company unless otherwise provided in this Act. Members of a general partnership and general partners in a limited partnership shall have unlimited personal joint and several liability for company obligations with their entire assets. Firm name Firm name is the name under which the company conducts business and under which it takes part in legal transactions. A company’s firm name is specified in the deed of formation, the company agreement, or the company’s articles of association. A company may also use the abbreviated firm name which must be registered in the court register together with the company’s firm name. A company’s firm name must be clearly distinguishable from the firm names of other companies registered in the court register with the same court of registration. In addition to specifying a company’s name, the 7 How to Start Up an Entreprise in Croatia firm name of a company must indicate the company’s object legal form, e.g., a joint stock company or “d.d.”. The firm name of a company shall be in the Croatian language, expressed in the Latin alphabet, or in the official language of a member state of the European Union, expressed in the Latin alphabet, with Arabic numerals also being possible. Other parts of the firm name shall be in the Croatian language and shall be expressed in the Latin alphabet. The firm name of a company may include individual foreign words where these constitute the name or the firm name of a company member or a member’s trademark or service mark registered in the Republic of Croatia or the trademark or service mark of a member’s company registered in the Republic of Croatia, or if these are customary in the Croatian language, or if there is no appropriate substitute for them in the Croatian language, or if these are words of a dead language. A translation or translations of the firm name into one or more languages may also be registered in the commercial register. The word «Croatia» and its derivatives, as well as the flag and the national coat of arms of the Republic of Croatia, including their imitations, may be included in a firm name only with the approval of the Government of the Republic of Croatia or a public body authorized by it, The firm name and the abbreviated firm name used by a company must correspond in form and content to the firm name registered in the court register. A merchant’s letterhead (letters, 8 invoices, etc.) must indicate his/her firm name, seat, court of registration and number under which he/she is registered in the commercial register, firm name and seat of the legal persons holding his/her accounts and the numbers of these accounts printed on it. The same applies to the contents of a company’s website. Company’s object A company’s object may be the undertaking of any allowed activity. Allowed activity means any activity that is not forbidden by law or contrary to the society’s morality. A company’s object is specified in the deed of formation, or the company agreement, or the company’s articles of association and is registered in the court register. Where law provides that certain activities may be undertaken only subject to the approval, authorisation or some other act of a state body or an institution, such activities shall be registered in the commercial register only subject to prior approval from or authorisation of the said body or institution. Registered office A company’s registered office is any place in the Republic of Croatia in which the company’s management board is located and from which the company’s business is run or any place in which the company is permanently undertaking its activity. It is indicated in the deed of formation, the company agreement, or the articles of association. The company may have only one registered office which must be registered in the court register. Representation The authority to represent a company pursuant to law is vested with the persons defined by the Companies Act as having such authority with respect to each of the company forms. The names of the persons representing the company and the restric- tions to their authority in their dealings with third parties are registered in the court register. The law distinguishes between statutory representatives, representatives by power of attorney, representatives by employment and procurators. 9 How to Start Up an Entreprise in Croatia COMPANY FORMS LIMITED LIABILITY COMPANY. (Croatian abbreviation: d.o.o.) The most frequent form of company in the Republic of Croatia is the limited liability company. The limited liability company is a company into which one or more legal or natural persons contribute to the share capital as set in advance. Contributions need not be of the same amount. In the process of company formation, a founder may subscribe to more than one share. The sum of all contributions must correspond to the amount of the company’s share capital. Shares may not take the form of securities. Founders Members of the company may be domestic and foreign legal and natural persons. The company may also be formed and have as its member only one person. The limited liability company is a legal person. It acquires its legal personality upon registration in the court register. The company’s assets are strictly separated from the assets of the company’s members. The company is liable for its obligations with its entire assets. Company members are not liable for the company’s obligations. Exceptionally, company members may be liable for the company’s obligations if they abuse the said circumstance that they are not liable for the company’s obligations. 10 Share capital The share capital of the limited liability company must be expressed in the Croatian currency – kunas (HRK). The minimum amount of the share capital of the company may not be less than HRK 20,000.00. The minimum par value of a share must be expressed as a whole number that is divisible by one hundred. The sum of par values of all shares must correspond to the total amount of the company’s share capital. Prior to the company’s registration in the court register, each founder must pay up at least one-fourth of the contribution for the assumed share payable in cash. In any case, the total amount of all payments in cash must equal at least HRK 10,000.00, i.e. at least half of the share capital must be paid in cash. Contributions to the company may be made in the form of things and rights. Such contributions, however, must be fully effected prior to the company’s registration in the court register. Cash contributions must be paid into the company’s account at a financial institution in the Republic of Croatia. Company formation procedure The limited liability company is formed on the basis of the company agreement which must be signed by all founders and made in the form of a notarial deed or a private document certified by a notary public. If the company is formed by just one founder, it is formed on the basis of the founder’s deed of formation which must be made in the form of a notarial deed. Company agreement or deed of formation must include the following: ■ information about the founder (name and surname or firm name, domicile or registered office, if the founder is a natural person, his/her personal identification number and if the founder is a legal person, the registration number of the entity, i.e. the corresponding particulars if the person in question is a foreign national or a foreign entity); ■ firm name and registered office; ■ company’s object; ■ aggregate amount of the capital; ■ amount of the original contribution of each founder, if the contribution consists of a thing or right, a detailed description of such thing or right and an indication of its value, and the number and par value of the shares assumed by each founder against payment; ■ provision on whether the company is being formed for a definite or an indefinite period of time; ■ the rights and duties of members vis-à-vis the company in addition to making their contributions in cash and the rights and duties of the company vis-à-vis its members. The totality of each individual member’s rights and obligations constitutes his/her share in the company. As a rule, a company members’ share is determined on the basis of the amount of his/her original contribution. Formation costs Reimbursement to the founders of expenses the founders have incurred in connection with preparatory activities or the formation of the company may not be effected from the share capital. It shall, in particular, be prohibited to add the amount of such expenses to the share capital as a contribution. Reimbursement of expenses of the company’s formation shall be approved only up to the maximum amount of reimbursement set in the company agreement. Unless otherwise agreed upon, the founders shall meet the costs of the company’s formation in proportion to their contributions. Company bodies Mandatory company bodies are the management board and the general meeting. The management board comprises one or more members (directors). A foreign national may also be a member of the management board. Company members appoint and revoke the appointment of the members of the management board. The management board is responsible for company management, company representation, orderly keeping of the company’s books, preparation of financial statements and keeping of the share register. The supervisory board is a mandatory body only if the average number of employees over the year exceeds 11 How to Start Up an Entreprise in Croatia 200, or if a special act provides for this in cases where a company engages in a particular activity; or if the amount of the share capital exceeds HRK 600,000.00 and the company numbers more than 50 members, or if the company manages as a unity joint stock companies and limited liability companies that must have supervisory boards or holds a direct state of more than 50% of their share capital and if in both cases the number of employees in any of the companies or all companies taken together is on average greater than 200, or if the company is a general partner in a limited partnership and the average number of employees in both the company and the limited partnership exceeds 200 (Art. 434). The supervisory board must comprise at least three members and if there are more than three members, their number should be an odd one. A foreign national may also be a member of the supervisory board. Members of the supervisory board are elected by company members, unless some of them are to be appointed by employees pursuant to special statutory provisions. The general meeting is a mandatory body of the limited liability company. In the general meeting company members pass resolutions to which they are authorised under the Companies Act and the company agreement. SIMPLE LIMITED LIABILITY COMPANY (Cro: j.d.o.o.) The simple limited liability company is a subform of the limited liability company as the most frequent type of company in the Republic of Croatia. The simple limited liability company may be formed by means of a simplified procedure and may comprise no more than three members and one member of the management board. Founders Members of the company may be domestic and foreign legal and natural persons. There may be no more than three founders or members of the company, while the company’s 12 management board may comprise only one person. Share capital The share capital of the limited liability company must be expressed in the Croatian currency – kunas (HRK). The minimum amount of the company’s share capital may not be less than HRK 10.00 and the lowest par value of a share HRK 1.00. Contributions for assumed shares shall only be made in cash. Each HRK 1.00 par value of a share shall grant one voting right until the company’s share capital increases to at least the amount of HRK 20,000.00, when the provisions of the Act pertaining to the classic form of the limited liability company start to apply. Company formation procedure Limited liability companies may be formed by means of a simplified procedure. In any such case, the forms of the minutes drawn up by the public notary and annexed to the Act amending the Companies Act (Official Gazette 111/12) must be used. The filled-in form of the minutes serves the same purpose as the list of company members and the list of persons authorised to manage the company, and contains the statement whereby a member of the management board accepts his/her appointment and the management board member’s signature which is to be filed with the court register. If the company is formed by just one founder, it is formed on the basis of the Statement on the Formation of a Simple Limited Liability Company which is given in the form of a minutes of the formation of a single member simple limited liability company. If the company is formed by more than one member, it is formed through the conclusion of the company agreement which takes the form of the minutes of the formation of a simple limited liability company comprising no more than three members. Company’s business The company must have statutory reserves into which it must transfer a quarter of its profits as stated in the annual financial statements reduced by the amount of the loss carried forward from the previous year. The statutory reserves may be used for the following purposes: 1.to increase the share capital by means of conversion of the reserves into the company’s share capital; 2.to cover a loss recorded in the annual financial statements for the year for which such statements have been prepared to the extent such loss is not covered by profits carried forward from the previous year; and 3.to cover a loss carried forward from the previous year to the extent such loss is not covered by annual profits recorded in the annual financial statements for the year for which such statements have been prepared. If the company is under threat of insolvency, the company’s general meeting must be convened immediately. If the company increases its share capital in such a way that it amounts to or exceeds the amount of HRK 20,000.00, the provisions pertaining to the classic form of the limited liability company apply to the company. 13 How to Start Up an Entreprise in Croatia JOINT STOCK COMPANY (Cro: d. d.) A joint stock company is a company based on capital in which members (shareholders) participate with their shares in the share capital divided into shares. A joint stock company may also be formed by only one person, i.e. it may have only one shareholder. The joint stock company is a legal person. It acquires its legal personality upon registration in the court register. The company is liable for its obligations with its entire assets. Shareholders are not liable for the company’s obligations. The basic act of the joint stock company are the articles of association. They regulate the company’s organisation. Share capital The share capital and shares must be expressed in par value in kunas (HRK) (Art. 161). The minimum par value of the share capital is HRK 200,000.00. The company may issue either par value shares or no par value shares. The par value of a share may not be less than HRK 10.00. Share par values higher than HRK 10.00 must be stated in multiples of HRK 10.00. The percentage of the authorized capital is determined in the case of par value shares by the proportion between their par value and the par value of the authorized capital, and for no par value shares by the number of shares. Shares may be registered shares (Art. 165). The transfer of shares, except of those issued in non-material form, is effected by endorsement. The 14 provisions of the Bills of Exchange Act apply analogously to the form of the endorsement, legitimation of the holder and his/her obligation to surrender. Shares issued in non-material form are transferred as set forth in the act on non-material securities (Art. 227). Depending on the rights they confer, shares may be ordinary or preferred. Ordinary shares confer the right to vote at the general meeting, the right to the payment of a portion of the company’s profits (dividend) and the right to the payment of a portion of the remainder of the company’s liquidation estate or bankrupt’s estate. Preferred shares confer certain preferential rights, such as the right to a dividend expressed as a predetermined cash amount or as a percentage of the par value of the share, preferential rights to dividend payment and payment of the remainder of the liquidation estate or bankrupt’s estate, and other rights pursuant to law and the company’s articles of association. Company formation procedure The Companies Act provides for simultaneous and successive formation of joint stock companies. Company founders are the shareholders that adopt the articles of association. A joint stock company is formed simultaneously when: ■ the company founders acquire all company shares and make a notarised statement of this fact ■ establish and sign the company’s articles of association and make a notarised statement of this fact ■ make a notarised statement of their establishing a joint stock company i.e. all executive directors and all members of the board of directors shall file the company to the court for registration in the commercial register. A joint stock company is established successively when: The filing for registration in the court register must contain the following: ■ the company founders establish the articles of association ■ the company founders acquire a portion of the shares ■ the company founders issue an invitation to the public to subscribe to shares (prospectus) on the basis of which the shares are to be subscribed. The share subscription deadline may not exceed three months from the date set as the subscription start date. If not all shares are subscribed to and paid as provided for in the prospectus within this period, the founders may themselves, within 15 days after the expiry of the said time limit, subscribe to or acquire unsubscribed shares. If they fail to do so, it shall be deemed that the formation has been unsuccessful. In such case the founders shall issue within the next 15 days a new announcement inviting subscribers to collect the paid-in amounts. Where share subscription is successful, the founders shall distribute shares among subscribers within 15 days from the expiry of the time limit for the subscription of shares. Filing for the registration of a joint stock company in the court register All members of the management board and the supervisory board, 1.firm name, registered office, address of the company in the Republic of Croatia and object of the company; 2.price at which shares have been issued; 3.total amount paid in for the shares issued and the form of consideration therefor; 4.members of the management board, i.e. executive officers, shall certify that they have been advised of their obligation to make full disclosure to the court and that they have not been convicted of the criminal offence of abuse of bankruptcy proceedings, abuse within the framework of bankruptcy proceedings, preferential treatment of a creditor, violation of the obligation to keep the books and records referred to in the Criminal Act of the Republic of Croatia or imposed the safety measure of prohibition to engage in a line of occupation that is in whole or in part encompassed by the company’s object, which exclusion applies for the duration of such prohibition; 5.list of members of the management board and the supervisory board, i.e. the executive directors and the members of the company’s board of directors, stating each member’s name and surname, 15 How to Start Up an Entreprise in Croatia permanent address and personal identification number; 6.where the company has one shareholder who is a natural person, his/ her first name and surname, permanent address, personal identification number (in the case of foreign nationals, the number and designation of his/her personal identification document and the state that issued it); if the single shareholders is a legal person, the firm name or the entity’s name and registration number and if the legal person is foreign, the corresponding particulars; The following must be appended to the filing: 1.the company’s articles of association and the documents serving as the basis for the adoption of articles of association, as well as underlying documents used by founders to take possession of their shares; 2.if a special benefit is to be granted at formation or if a thing or right is to be contributed or acquired, the agreements on which the stipulations are based or which were entered into in execution thereof; 3.proof of amount paid, contributions of things and rights, and of the company’s right to use them freely (proof of amount paid shall be provided by the authorised credit institution); 4.an itemised account of the formation expenses, including total expenses; 5.the documents relating to the appointment of the management board and the supervisory board, 16 i.e. the executive directors and the members of the board of directors; 6.the formation report and the formation audit reports together with underlying documentation; 7.where the provision on the company’s object or any other provision of the company’s articles of association required the consent, authorisation or some other act of a state body or an institution, the act of this body or institution. The following is entered in the court register: 1.the company’s firm name; 2.the company’s registered office (address); 3.the company’s object; 4.the amount of the share capital or authorised capital; 5.the date of establishment of the articles of association; 6.the names and surnames, personal identification numbers and permanent addresses of the members of the management board, the chairperson and the members of the supervisory board; 7.the duration of the company; 8.the authority of the members of the management board to represent the company; 9.if the company has one shareholder and he/she is a natural person, his/her first name and surname, personal identification number and permanent address (in case he/ she is a foreign national also the state that issued the personal identification document). If the single shareholder is a legal person, the firm name or the entity’s name and registration number. Bodies of the joint stock company ■ the management board ■ the supervisory board ■ the board of directors ■ the general meeting. The management board comprises one or more persons (“directors”) as provided for in the articles of association. If the management board comprises more than one person, one of them shall be appointed chairperson. Any natural person with full transactional capacity may be a member of the management board. A member of the management board may not be a person who has been convicted of the criminal offence of abuse of bankruptcy proceedings, abuse within the framework of bankruptcy proceedings, preferential treatment of a creditor, violation of the obligation to keep the books and records referred to in the Criminal Act of the Republic of Croatia or who has been imposed the safety measure of prohibition to engage in a line of occupation that is in whole or in part encompassed by the company’s object, which exclusion shall apply for the duration of such prohibition. Both Croatian and foreign nationals may sit on the management board. Members of the management board are appointed by the supervisory board for a period not exceeding five years. Rights and obligations of the management board include: ■ company management ■ representation ■ preparation of decisions and general acts of the general meeting ■ drafting of contracts ■ execution of decisions of the general meeting ■ reporting to the supervisory board on issues relating to company management. The supervisory board must comprise at least three members. The articles of association may provide for a specified higher number which, however, must be an odd number. A foreign national may also be a member and there is no obstacle to all members being foreign nationals. The members of the supervisory board are elected by the general meeting for a period not exceeding four years and may be re-elected. The supervisory board supervises the management of the company and has the right to inspect and examine the company’s books and records and any other company documents. The board reports to the general meeting on the performed audit. Board of directors – The articles of association may provide that a company shall have a board of directors instead of a management board and a supervisory board. The board of directors must comprise at least three members. The articles of association may, however, provide for a specified higher number. The members of the board of directors are elected, i.e. appointed, for a period specified in the articles of association, which may not, however, exceed six years. They may be re-elected, i.e. re-appointed. The general meeting is a company body at which the shareholders exer17 How to Start Up an Entreprise in Croatia cise their rights with respect to the company. All shareholders are entitled to participate in the general meeting. The competence of the general meeting is defined by law and the articles of association. The general meeting in particular resolves on the election and removal of members of the supervisory board, i.e. the board of directors, appropriation of profits, amendments of the articles of association, increases and reductions in the share capital, dissolution of the company, etc. Decisions are generally taken by a simple majority of votes. GENERAL PARTNERSHIP (Cro: j.t.d.) A general partnership shall mean a company of two or more persons who have joined in order to permanently engage in an activity under a common firm name, whereby each member of the company has unlimited joint and several liability to company creditors with all his/her assets. A company member may not dispose of his/her interest in the company without the consent of the other company members. Founders A company member may be any natural or legal person, be they domestic or foreign. Legal relationships between company members are governed by the company agreement. In this respect company members enjoy maximum freedom because the provisions of the Companies Act apply in so far as relationships between company members have not been regulated otherwise by the company agreement. Share capital The general partnership does not have share capital. Unless otherwise agreed in the company agreement, 18 company members have to contribute equally. A member may invest in the company money, things, rights, labour and other services or goods. Partnership management is entrusted to all partners. The company agreement may provide that only (a) particular company member(s) is/are authorised to manage the partnership. Each partner is authorised to represent the partnership. Formation procedure A general partnership is formed by the adoption of the company agreement which need not be a notarised document. Thereupon a notarised filing for registration in the court register is submitted. The filing for registration in the court register contains the following particulars: ■ the firm name, registered office and object; ■ the company members (first name and surname, personal identification number and permanent address, i.e. the firm name and reg- istered office of each company member); ■ the names and powers of the persons authorised to represent the company. The filing must be accompanied by the agreement on the company’s formation (company agreement). LIMITED PARTNERSHIP (Cro: k.d.) A limited partnership is a company of two or more persons who have joined in order to permanently engage in an activity under a common firm name, of which at least one has unlimited joint and several liability for the company’s obligations with all his/her assets (general partner) and at least one is liable for the company’s obligations up to the amount of assets contributed into the company (limited partner). Founders A member of a limited partnership may be any natural or legal person, be they domestic or foreign. A limited partnership is a legal person that upon registration in the court register acquires its legal personality. Share capital A limited partnership does not have share capital. Formation procedure The company is formed by the adoption of the agreement on the company’s formation (company agreement), which need not be a notarized document. The company agreement shall assign to one or more company members the position of general partner(s) and to one or more company members the position of limited partner(s).. The filing for registration of the company in the court register contains the following particulars: ■ the firm name, registered office and object; ■ the first name and surname, personal identification number and permanent address, i.e. the firm name and registered office of each company member; ■ the names and powers of the persons authorised to represent the company; ■ information on the limited partners; ■ the amounts agreed upon and paid by each limited partner. Company management and representation are entrusted to the general partners. 19 How to Start Up an Entreprise in Croatia ECONOMIC INTEREST GROUPING. (Cro: GIU) An economic interest association is a a legal person formed by two or more natural and legal persons in order to facilitate and develop the performance of economic activities constituting their object in such a manner that such legal person does not make profits for itself. Members of a grouping may be persons carrying on an economic activity. Persons practicing a liberal profession may also become members of a grouping. Share capital An economic interest grouping is formed without any share capital and the rights of members may not be expressed in terms of securities. The activity of the grouping must be related to the economic activities of its members and must not be more than ancillary to those activities. Formation procedure An economic interest grouping is formed by the conclusion, in the form of a notarial deed, of the contract for the formation of the grouping. The said contract must contain the following: 20 ■ the name of the grouping, its registered office and the object for which it is formed; ■ information on the members of the grouping (firm name, first name and surname, legal form, registered office or permanent address as well as the number and place of registration of each member of the grouping); ■ the duration of the grouping, except where this is indefinite. The grouping acquires legal personality upon its registration in the court register. The filing for the grouping’s registration and any amendments to such registration (Art. 588) must be made by all members of the grouping’s management board. Along with the grouping itself, the members have subsidiary unlimited liability for the grouping’s debts and liabilities. The management board of the grouping, which may comprise one or more natural persons that are appointed by the members of the grouping, manages the grouping’s affairs and represents it. BRANCH OFFICE Under Croatian legislation foreign companies and sole traders may engage in economic activities by setting up branch offices (Art. 612). The statutory provisions relating to the setting-up of branch offices by domestic companies shall apply to the setting up and operation of foreignowned branch offices. A branch office is not a legal person. The rights and obligations resulting from its business activities are not vested with the branch office itself but with its founder. A branch shall operate under its own firm name. In doing so, it must specify both its seat and the seat of its founder. in order to register a branch office, it is necessary to append the following documents in original and certified Croatian translation to the filing for registration: 1.an excerpt from the register in which the founder is registered clearly indicating its legal form, date of formation of the branch office’s foreign founder, number of registration, object. particulars on the persons with representative authority and the scope of their powers (Art. 613); 2.the decision of the founders on the setting-up of the branch office; 3.copy of the founder’s deed of formation, company agreement or articles of association, publicly certified pursuant to the laws of the country in which the founder’s registered office is located; 4.publicly certified summary of the founder’s last annual financial statement. The court of registration will allow registration if the founder proves that: ■ it was validly formed in the country of its registered office; ■ persons from the Republic of Croatia may set up branch offices in the founder’s country under the same conditions as those applicable to the founder in the Republic of Croatia. The founder is required to file to the court of registration any change of particulars. Where a single founder sets up a number of branch offices, a separate formation procedure shall be followed for each of the branch offices. In such case the filing for registration in the commercial register shall specify the principal branch office and designate the other by ordinal numbers.) The founder shall appoint one or more persons in each branch office to represent him/her. He/she may appoint the same persons in several branches to represent him/her. As they are not legal persons, branch offices may not independently acquire legal rights and take on commitments in legal transactions. All rights and obligations resulting from the branch office’s activities are vested with the founder. Where a dispute arises with third parties, a 21 How to Start Up an Entreprise in Croatia party to it is not the branch itself but the company or the sole trader that owns it. Branch offices are required to keep business books and records according to the regulations applicable in the Republic of Croatia, namely the Accounting Act, International Accounting Standards and tax regulations. Regulations governing company formation: The applicable regulations are available at the Official Gazette’s official website: http://narodne-novine.nn.hr/default.aspx ■ the Companies Act (Narodne novine [Official Gazette; abbreviated: NN] 152/11, 111/12, 68/13) 22 ■ the Court Register Act (NN 1/95, 57/96, 45/99, 54/05, 40/07, 91/10, 90/11, 148/13, 93/14) ■ the Ordinance on the manner of registration in the court register (NN 22/12, 127/14) ■ the Decision on the manner of and conditions for access to court register information (NN 138/02) ■ the National Classification of Economic Activities Act (NN 98/94) ■ the Decision on the national classification of economic activities (NN 58/07, 72/07) ■ the Ordinance on the classification of business entities according to the National Classification of Economic Activities – NKD 2007 (NN 80/07, 45/09, 16/12, 8/13). II. STARTING A BUSINESS ACTIVITY The formation of a company in the Republic of Croatia requires registration with the commercial court, the Central Bureau of Statistics, the Tax Administration, the Croatian Pension Insurance Institute and the Croatian Institute for Health Insurance. It is customary to hire a domestic lawyer or some other legal representative to oversee the procedure of company formation. Firm name of the company Prior to registration, it is necessary to check with the commercial court whether the desired company name has already been registered in the court register of the same court of registration. It is recommended that in addition to the chosen company name alternative names be prepared if any of the proposed names has already been taken. In order to be able to use the word Croatia or any of its derived forms in the company name, the founders must obtain special approval from the Government of the Republic of Croatia or the state authority authorised thereby. Business premises In order to be able to register, a company must have its official address in the Republic of Croatia. Certification of documents The filing for registration in the court register and all accompanying documentation must be certified by a notary public. It is necessary to present to the notary public one’s identity card or, where one is a foreign national, passport. All the founders and other persons whose signatures need to be certified must be present. Under Croatian law the notary public is authorised to draw up notarial acts, minutes and notarial certificates having the force of public documents. The notary public is also authorised to represent parties in noncontentious matters before courts and other public bodies where such matters are directly related to the documents drawn up by him/her. Certified translation If any of the documents is written in a foreign language, it is necessary for registration purposes to provide the document in original and certified copy of its Croatian translation. Company bank account The share capital (HRK 10.00 for a simple limited liability company, HRK 20,000.00 for a limited liability company and HRK 200,000.00 for a joint stock company) must be paid into a bank account, while the receipt of deposit must be appended to the filing for the company’s registration. Accounts used by legal and natural persons for the conduct of payment transactions are opened and managed by banks on a contractual basis and in line with the relevant regulations (Payment Transactions Act, NN 133/09, 136/12). A business entity may hold accounts with several banks of its own choice. When opening an account the following must be enclosed: 23 How to Start Up an Entreprise in Croatia 1)the Decision on registration in the court register (a copy is to be enclosed, while the original is to be presented only for inspection); 2)the notification of business entity classification issued by the Central Bureau of Statistics (a copy is to be enclosed, while the original is to be presented only for inspection); 3)the seal; 4)the identity card. Filing for registration in the court register Registration in the court register is within the competence of the court of registration with jurisdiction over the area in which the registered office of the entity to be registered is located. The registration procedure is instituted by submitting the filing to the commercial court. relevant register court an application for entry into the court register. The filing for registration in the court register must include the following: 1.the firm name, seat and address of the company in the Republic of Croatia and the object of the company; 2.the amount of the company’s share capital; 3.the members of the management board, i.e., the executive directors, shall certify that they have been advised of their obligation to make full disclosure to the court and that no circumstances prevail that would be contrary to the provision of Article 239, paragraph 2, of this Act; 4.first names and surnames, i.e. firm 24 names, of company members. If company members are natural persons, also their personal identification numbers. If they are legal persons, their registration numbers, i.e. the corresponding particulars if they are foreign persons. The following must be appended to the filing: 1.the founding act (company agreement, deed of formation, decision of the general meeting, or the like) accompanied by all appendices, including the powers of attorney of the proxies certified by a notary public; 2.the decision on the appointment of members of the management board, the decision determining the address of the company; 3.a list of company members or general partners or founders specifying their first names and surnames, permanent addresses and personal identification numbers, in the case of foreign nationals, passport numbers and the states that issued them, or the firm names or names, registered offices and the entities’ registration numbers (Cro: MBS), with an indication of the courts of registration and the numbers under which they are registered in the commercial register, amount of the share capital, and the ordinal numbers and par values of the shares the founders subscribed to and the amounts of the contributions effected; 4.statements by members authorised to represent the company that they accept their appointments; 5.proof of payment of the funds required for the company’s for- mation, proof of contribution of things or rights, including a list of such things and rights, their identifying descriptions and appraised values, and in case of real estate, excerpt from the land register; 6.proof of payment of court fees for the registration and first-instance decision on registration in the court register of the commercial court and proof of advance payment of the costs of publication of the said registration in the Official Gazette; 7.proof of appointment of management board members with representative authority, including an indication of their powers or proof of appointment of procurators, including an indication of their powers, their certified signatures, and personal identification numbers (OIB), and in case of foreign nationals, their passport numbers and the countries that issued the passports; 8.if during the company’s formation special benefits are conferred or things and rights are invested, the audit report on the company’s formation and on the formation audit, where an audit was performed; 9.a list of persons authorised to manage the company, their first names and surnames, dates of birth, personal identification numbers, permanent addresses, scope of authority and statements, given before the notary public, that they accept their appointments; 10.if the company has a supervisory board, list and signatures of the chairperson and members of the said board, showing their dates of birth and permanent addresses; 11.the license document of a government body if required by law for the purpose of the company’s formation and registration in the commercial register; 12.signatures of the members of the management board certified by a notary public and deposited with the commercial register; 13.explanation of the company’s firm name, if the firm name is foreign. In addition to the prescribed documents, the founder of the company is required to append a statement certified by a notary public that neither he/ she nor the company in which he/she has shares has any outstanding debts or liabilities that have become due, as well as a certificate issued by the authorised legal person conducting payment transactions stating that neither he/she nor the company in which he/she has shares has an outstanding payment order on their accounts, and certificates of the Tax Administration, the Croatian Pension Insurance Institute and the Croatian Institute for Health Insurance stating that neither he/she nor the company in which he/ she has shares has outstanding tax, pension insurance or health insurance liabilities. The statement must not be older than eight days from the making of the filing. The court register is open to the public. Consequently, anyone, irrespective of whether he/she has a legal interest, may inspect the particulars contained in the main register and the collection of documents and demand that he/she be issued an excerpt or a certified copy. Court fees for the company’s registration in the commercial register 25 How to Start Up an Entreprise in Croatia total HRK 400.00 (HRK 100.00 for the filing + HRK 300.00 for the formation). Publication of company’s registration Upon registration in the court register, the commercial court delivers to the Official Gazette and the daily newspapers the particulars concerning the registration. The publication of registration in the Official Gazette costs HRK 900.00. 3.a copy of the money order certifying to the payment of the administrative fee. Contact - Central Bureau of Statistics: Državni zavod za statistiku 10000 Zagreb, Ilica 3 Tel.: +385 (0)1 4806-111 www.dzs.hr Tax number The tax number request is filed with the Tax Administration office having jurisdiction over the area where the registered office is located. The deciContact - Official Gazette: sion on registration in the court regisNarodne novine - Odjel oglasa i pretplate ter, the notification of business entity Savski gaj, XIII. put 6, 10020 Zagreb Tel.: +385 (0)1 6652-777 classification issued by the Central Fax: +385 (0)1 6652-770 Bureau of Statistics, and the signature www.nn.hr registration card must be presented Company seal for inspection. The application must After receiving a positive decision be filed for the purpose of its registraon registration in the court register it tion in the register of persons liable to is necessary to have a stamp made. A profit tax and VAT. copy of the decision on registration in Contact - Ministry of Finance/Tax Administration: the court register must be appended Ministarstvo financija – Porezna uprava to the seal order form. The seal must 10000 Zagreb, Josipa Ruđera Boškovića 5 specify the company’s firm name and Tel.: +385 (0)1 4809-000 the number under which the company Fax: +385 (0)1 4809-530 www.porezna-uprava.hr is registered in the court register. Pension insurance Registration number Employers, legal and natural perA request for the classification by sons, persons under obligation to pay activity under the National Classification of Activities, i.e. a request for contributions are required to deliver the issuing of a registration number within 15 days from the start of busiand activity code, is made to the Cen- ness the following documents to the tral Bureau of Statistics within 15 regional office of the Croatian Pendays from receipt of the decision on sion Insurance Institute with jurisdicthe registration in the court register. tion over the employer’s registered The following is to be appended office: ■ registration form M-11 P relating to the request: to the start of business of the per1.the decision on registration in the son under obligation to pay contricourt register; butions 2.form RPS-1 (available in Official Gazette (Narodne novine d.d.) ■ registration form M-1 P for each new employee. shops); 26 The following is to be appended to the registration forms: A legal person is required to append to Forms 1 and 2 the following: In case of registration form M-11 P: 1.the decision on registration in the court register; 2.the notification of business entity classification issued by the Central Bureau of Statistics; 3.the signature registration card; 4.the seal. In case of registration form M-1 P 1.the employment contract; 2.identity card or passport (in case of foreign nationals); 3.residence and work permits (where required for a foreign national); 4. HZMO electronic record. 1.the decision on registration in the court register (for inspection only) 2.the notification of business entity classification issued by the Central Bureau of Statistics; 3.the registration form of the Croatian Institute for Health Insurance (copies M-1P and M-11P); 4.proof of permanent address (certificate from the Ministry of the Interior or the personal ID card); 5.the employment contract. Contact - Croatian Pension Insurance Institute: Hrvatski zavod za mirovinsko osiguranje Mihanovićeva 3, 10000 Zagreb Tel.: +385 (0)1 4891-666 Fax: +385 (0)1 4577-063 www.mirovinsko.hr http://e-prijave.mirovinsko.hr/ep-prijave/ Health insurance Legal persons under obligation to pay contributions are required to register for basic health insurance with the competent regional office of the Croatian Institute for Health Insurance within 15 days from the start of business. The registrant must submit the following forms: 1.the contribution payer registration – Form 1 (Tiskanica 1) 2.the basic health insurance registration – Form 2 (Tiskanica 2) 3.the family member basic health insurance registration – Form 3 (Tiskanica 3). Contact – Croatian Institute for Health Insurance: Hrvatski zavod za zdravstveno osiguranje Margaretska 3, 10000 Zagreb Tel.: +385 (0)1 4806-333 Fax: +385 (0)1 4812-606 www.hzzo-net.hr Certificate of fulfilment of minimum technical requirements A company may start engaging in an activity or activities that constitute its object after having submitted to the commercial court the certificate of compliance with the technical, health, environmental and other legal requirements laid down for the performance of this activity or activities (relating to the business premises, equipment and means of production) issued by the competent administrative body (County Office for Economic Affairs). Simplified procedure for the formation of a simple limited liability company 1) Firm name The first step is the choice of the company’s firm name. In order to 27 How to Start Up an Entreprise in Croatia check whether the desired firm name is available, i.e. that the same or similar firm name is not already taken, it is necessary to use the portal sudreg. pravosudje.hr. It is therefore recommended that in addition to the chosen firm name alternative names be prepared. After the availability of the firm name is verified, it is possible to reserve the name. 2) Notary public The notary public draws up the minutes of the company’s formation, the filing for the company’s registration in the court register, and the no-outstanding-debt declaration. The said documents must be signed and certified by a notary public. All founders and other persons whose signatures need to be certified must be present during the certification. The amounts to be paid include the cost of the notary public (HRK 500.00) and the cost of the no-outstanding-debt declaration (HRK 47.50). 3) Bank account The founders of the simple limited liability company must open a bank account into which the following payments must be made: a. the amount of the share capital (HRK 10.00); b.the court fee for registration in the court register (HRK 60.00); c. the publication in the Official Gazette (Narodne novine) (HRK 200.00). 4) Registration in the court register A notary public or HITRO.HR makes the filing for the formation of a simple limited liability company through the e-Tvrtke system. If 28 the filing is complete and correctly filled-in, the commercial court having jurisdiction is required to send electronically the decision on the registration of the simple limited liability company in the court register within 24 hours. The filing may also be personally delivered to the commercial court. In such cases, however, the registration procedure lasts from 3 to 7 days. The documents necessary for registration in the court register: a. the filing for the registration of the company’s formation; b.the minutes of the formation; c. the list of company members; d.proof of share capital payment; e. proof of court fee payment; f. proof of payment for the publication in the Official Gazette (NN); g.the no-outstanding-debt declaration. 5) Croatian Bureau of Statistics The request for classification by activity under the National Classification of Activities, i.e. the request that the business entity be given a company registration number and activity code, is made to the Croatian Bureau of Statistics. The following must be appended to the request: a. the decision on registration in the court register; b.RPS-1 form (can be bought at the Narodne novine d.d. shops). 6) Activities immediately preceding the start of business Among the last steps to be taken is the making of the stamp and registration of the owner and employees in the pension and health insurance systems. The company needs to be registered with the Tax Administration office having territorial jurisdiction over the company’s registered office for the purpose of its registration in the register of persons liable to income tax and VAT. The decision on registration in the court register, the notification of business entity classification under the National Classification of Activities and the signature registration card need to be presented for inspection. HITRO.HR In order to simplify and accelerate as much as possible the company registration procedure, the Government of the Republic of Croatia has established the HITRO.HR service. Most of the steps within the company formation procedure may be taken via the HITRO.HR service or electronically. All Financial Agency’s (FINA) HITRO.HR counters that are located in all major towns of the Republic of Croatia act as one-stop shops speeding up and simplifying the procedure for the formation of limited liability companies and the starting of crafts businesses and provide all the necessary information. HITRO.HR Info phone: 0800 0080 E-mail: [email protected] www.hitro.hr 29 How to Start Up an Entreprise in Croatia III. REPRESENTATIVE OFFICE Upon accession of the Republic of Croatia to the European Union, foreign founders with registered offices located in the member states of the EU or the European Economic Area are no longer required to register representative offices. Founders from third countries are still under such obligation and must comply with the general provisions on the setting up of representative offices. If an already set-up representative office from a member state of the EU or the EEA wants to do business in the Republic of Croatia in such a way that it has its own business premises and employs workers with the intention of carrying out an economic activity, it may continue to operate provided it registers as a company or a branch office with the commercial court having jurisdiction or as a crafts business with the economic affairs office having jurisdiction. The registration of the head office or establishment in the Republic of Croatia is not required in the case of services regulated by Directive 2006/123/EC on services in the internal market, which services are performed on a periodic or temporary basis, if the service provider is established in another member state. If the founder of a representative office in the Republic of Croatia from an EU or EEA member state will continue to conduct only market research activities and represent their company (performance of non-economic activities for no consideration), the 30 representative office need not be registered. A representative office in the Republic of Croatia may be set up by a foreign entity engaging in an economic activity as well as by a national or international business association. A representative office may be established for the purpose of market research, promotion, provision of information and its representation. A representative office is not a legal person and is considered a part of the founder. It may not conduct transactions constituting the founder’s activity, i.e., enter into contracts on behalf of the founder, but may only carry out transactions by order of the founder. Exceptionally, foreign air carriers’ representative offices may also sell transport documents as provided in international agreements signed by the Republic of Croatia and international conventions. Representative offices do business under the firm names of their founders to which an indication of their status as representative offices must be added. A foreign person with a representative office in the Republic of Croatia may set up one or several offices of its representative office. The representative office must file for registration in the Register of Representative Offices of Foreign Persons in the Republic of Croatia which is kept by the Ministry of the Economy and may start operating only upon its registration in the Register. The filing for registration made by a foreign person or their authorised representative must contain the following: ■ the firm name, registered office and object of the founder; ■ the name and registered address of the representative office in the Republic of Croatia; ■ basic information about one or more persons responsible for the operation of the representative office (first name, surname, permanent address, number of identity document, and in the case of foreign nationals, the number of the passport and the country that issued the passport); ■ a description of the operations conducted by the representative office in the Republic of Croatia. The following documents must be appended to the filing: ■ the founder’s decision to set up a representative office in the Republic of Croatia; ■ a document certifying to the registration of the foreign person in the register kept in the country in which the foreign person has their registered office or another valid document certifying to the founder’s formation in accordance with the laws of the country in which the founder has their registered office, which specifies the founder’s legal form and formation date; ■ proof of administrative fee payment. The documents must be submitted in original and a certified Croatian translation done by a certified court interpreter. The Ministry of the Economy registers the representative office in the Register within 30 days of the submission of the filing and the documents. The representative office is represented by the person appointed by the founder as the representative office’s manager. The founder is required to file any change of particulars for registration in the Register. The representative office may employ domestic or foreign nationals. Employment relationships, salaries and other working conditions pertaining to Croatian nationals employed at the representative office are regulated by the statutory provisions on employment relationships in the Republic of Croatia. The founder is required to conclude a contract of employment with the person being employed, The terms of such contract may not provide for less rights and more unfavourable working conditions than the rights and conditions provided for by law and the collective agreement. Foreign nationals and stateless persons that are to work at a representative office are required to obtain a work permit in accordance with special regulations. Upon their registration in the Register, the founder of a representative office may open a non-resident foreign currency or domestic currency (kuna) account with a bank licensed for international transactions. The representative office may not use these accounts for payment and collection purposes (with the exception 31 How to Start Up an Entreprise in Croatia of foreign air carriers’ representative offices). Instead these accounts are to be used by the founder to remit via them the funds necessary for the payment of the representative office’s operating costs (expenditures relating to employees, expenditures for business premises, material and utility costs, etc.). The Ministry of the Economy may decide on the deletion of the representative office from the Register if: ■ the founder decides to dissolve the representative office; ■ the founder ceases to exist in the country in which it has its registered office; ■ there is no longer any responsible person and the founder fails to appoint another such person within two months from the Ministry’s warning; ■ the representative office does not meet the criteria set out in the Ordinance and specified in the decision on registration in the Register; ■ the representative office violates the Croatian law; 32 ■ the representative office engages in activities other than that of representing the foreign founder; ■ in the course of the previous two years the founder has been convicted more than two times for a business offence or misdemeanour by the court having jurisdiction. The filing for the registration of the representative office in the Register is sent to the following address of the Ministry of the Economy: MINISTARSTVO GOSPODARSTVA Registar stranih predstavništava Ulica grada Vukovara 78, 10000 Zagreb Tel.: +385 (0)1 6106-111 Fax: +385 (0)1 6109-111 Legislation applying to the formation and operation of foreign representative offices: http://narodne-novine.nn.hr/default.aspx ■ Trade Act (NN 87/08, 96/09, 116/08, 76/08, 114/11, 68/13, 30/14); ■ Regulation on the requirements for the formation and operation of representative offices of foreign persons in the Republic of Croatia (NN 21/09) IV. CRAFTS A craftsperson is a natural person that independently and permanently conducts in his/her own name and for his/her own account one or more permitted economic activities in order to make profit through manufacture, transport or the provision of services on the market. A craftsperson may also employ other individuals. Depending on the requirements, a crafts business may be: ■ free; ■ qualified; or ■ privileged. Free crafts are those whose practice requires no professional skills or a master craftsman’s certificate examination . Qualified crafts are those whose practice requires either the passing of a vocational examination or the holding of a corresponding high-school degree or the passing of a master craftsman’s certificate examination. A trade license is required for the practice of both free and qualified crafts. Such license is issued by the county office or the City of Zagreb Office with territorial jurisdiction over the seat of the crafts business. Privileged crafts are those performed on the basis of a privilege, i.e. licence. Depending on the craft type, such licence is granted by the competent ministry. Traditional and art crafts are those whose practice requires special knowledge of craft skills and possession of special competences and which are predominantly practiced by hand. A natural person satisfying the criteria for the practice of a craft and holding a trade license or privilege becomes a craftsperson upon his/her registration in the register of crafts and trades. Registers of crafts and trades are kept by county state administration offices having territorial jurisdiction, i.e. the City of Zagreb Office. Privileges are entered in the register of privileges kept by the ministry in charge of issuing privileges or another body depending on the activity of each specific craft. Legislation relating to the starting of a crafts business*: http://narodne-novine.nn.hr/default.aspx ■ the Crafts Act (NN 49/03, 68/07, 79/07, 143/13). *Note: A crafts business is a special category in Croatia that includes a wide range of activities (manufacture, services, trade, etc.). 33 How to Start Up an Entreprise in Croatia V. SOLE TRADER A sole trader is any natural person that engages independently in an economic activity in accordance with the regulations on the crafts and trades and that is registered in the commercial register as a sole proprietor. A craftsperson satisfying certain requirements may file for registration as a sole trader in the court register. This possibility is available to any craftsperson whose annual income exceeds HRK 2 million in the year in which the said income is established. A craftsperson whose annual income exceeds HRK 15 million is required to file for registration as a sole trader in the court register. The sole trader status is acquired upon registration in the court register 34 and is lost upon deletion from the said register. The filing for registration in the commercial register must contain the following: ■ the firm name, seat, object of the sole trader; ■ information on his/her annual income; ■ the name of the register of crafts and trades and the number under which the person in question is registered as a craftsperson. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Companies Act (NN 152/11, 111/12, 68/13). VI. BUSINESS ACTIVITIES REQUIRING SPECIAL LICENSES The law provides that certain activities may be undertaken only subject to the approval, authorisation or some other act of a state body or another institution. Where no such special approval has been obtained, the company may not have such activities registered in the court register and consequently may not undertake them. CREDIT INSTITUTIONS A credit institution which has its registered office in the Republic of Croatia is a legal person authorised by the Croatian National Bank, whose business is to receive deposits and other repayable funds from the public and to grant credits for its own account – bank services and other financial services. A credit institution may be established as a bank, a savings bank or a housing savings bank. Initial capital The initial capital of a bank, a savings bank and a housing savings bank is to amount to at least HRK 40 million, HRK 8 million, and HRK 20 million, respectively. A credit institution is a joint stock company. The shares of a credit institution are registered shares and are issued in nonmaterial form. They must be fully paid-up in cash before the credit institution’s formation or any increase in its initial capital is entered in the court register. Branch office A branch office of a credit institution is a legally dependent part of the credit institution providing one or more services provided by the said credit institution and as a result of whose operation the credit institution acquires rights and duties. A branch office has no legal personality. Representative office A representative office of a credit institution is a legally dependent part of the credit institution which may only carry out activities relating to market research, representation, advertising and provision of information on the credit institution that established it. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Credit Institutions Act (NN 117/08, 74/09, 153/09, 108/12, 54/13, 159/13, 19/15). INSURANCE An insurance undertaking may be set up by domestic and foreign legal and natural persons and by persons from EU member states or the EEA under the terms and conditions set out in the Act. An insurance undertaking may be set up as a joint stock company, a European joint stock company or a mutual insurance company. A reinsurance undertaking may write only reinsurance and may be set up only in the form of a joint stock company or a European joint stock company. SHARE CAPITAL The minimum amount of share capital of a joint-stock insurance and 35 How to Start Up an Entreprise in Croatia reinsurance undertaking may not be less than: ■ HRK 19.500.000,00 if the undertaking is active in one non-life insurance line only; ■ HRK 28.860.000,00 if the undertaking is active in all non-life insurance lines; ■ HRK 28.860.000,00 if the undertaking is active in life assurance; ■ HRK 28.080.000,00 if the undertaking is active in reinsurance. Business authorisation The Croatian Financial Services Supervisory Agency issues business authorisations for the conduct of insurance business. Branch office An insurance undertaking may undertake insurance business for which it has been authorised by the supervisory body either through a branch or directly provided it fulfils the statutory conditions. The branch office must have adequate funds at its disposal in the form of a deposit valued at one half of the prescribed share capital. A foreign insurance or reinsurance undertaking is a legal person with registered office outside the Republic of Croatia or a member state which has been authorised by the supervisory body of the Republic of Croatia to undertake insurance/ reinsurance business in Croatia or by the supervisory authority of a member state to undertake insurance/reinsurance business on the territory of this member state or which has been authorised to undertake insurance/reinsurance business in classes of insurance different from those for which it has previously been authorised. 36 Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Insurance Act (NN 151/05, 87/08, 54/13, 94/14). ROAD TRANSPORT Special authorisation is required for the performance of the following activities: 1)Internal public road transport a) cargo transport in domestic road transport; b) transport of passengers in domestic road transport; c) taxi transport. Legal or natural person – craftsperson may conduct the activity of domestic public road transport of passengers or freight if it has been registered in the court register or the register of crafts and trades and holds a domestic transport license issued by the state administration office in the county or the administrative body of the City of Zagreb in charge of traffic. 2)International public road transport a) cargo transport in international traffic; b) transport of passengers in international traffic. Any natural or legal person may perform the activities of international public road transport of passengers or cargo provided they are registered in the court register or the register of crafts and trades and hold a Community license issued by the Ministry responsible for transport. The term of validity of the Community license is up to 10 years. During its period of validity the conditions for the issuance of the licence must be met permanently. Until a contract between the EU and a third country is signed, road transport between any EU member state and the third country will be regulated by bilateral agreements that the Republic of Croatia signed with particular member states. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Road Transport Act (NN 82/13). CHARTERED INTERNATIONAL FORWARDER Agency in the submission of customs clearance documents may be performed by companies or sole traders that meet the requirements specified in the Act on the Requirements for the Performance of Agency in Customs Clearance Procedures and have been authorised by the Customs Administration of the Ministry of Finance. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Act on the Requirements for the Performance of Agency in Customs Clearance Procedures (NN 92/01). STATE SURVEYING AND REAL ESTATE CADASTER ACTIVITIES State surveying and real estate cadaster activities are performed by the State Geodetic Administration as provided by law and by the administrative bodies of the local self-government units. Such activities may also be performed by legal persons registered for their performance and by the surveyor who performs such activities independently in a licensed surveyor’s office or a jointly owned survey office. The performance of land surveying activities is subject to consent from the State Geodetic Administration. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the State Surveying and Real Estate Cadaster Act (NN 16/07, 152/08, 124/10, 56/13); ■ the Ordinance on the requirements and standards for the issuance of the certificate of consent for the performance of state surveying and real estate cadaster activities (NN 105/07, 116/07). PRODUCTION OF AND TRADE IN TOBACCO AND TOBACCO PRODUCTS The processing of tobacco, production of tobacco products and trade in tobacco and tobacco products may be performed by legal persons with a registered office in the Republic of Croatia that on the basis of their meeting the requirements set out in the Tobacco Act have been registered in the corresponding register kept by the Ministry of Agriculture. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Tobacco Act (NN 69/99, 14/14). PRODUCTION OF AND TRADE IN EXPLOSIVES Under the Explosive Substances Act explosive substances are: (1) explosives for commercial purposes, (2) devices for initiating explosives, 37 How to Start Up an Entreprise in Croatia (3) pyrotechnical devices, (4) ammunition, (5) gunpowder, (6) products filled with explosive substances, (7) raw material with explosive characteristics used for the production of explosives in accordance with the law. 1.The production of explosive substances is subject to consent from the Ministry of the Interior. 2.The decision on the provision of transport of explosive substances is issued by the Ministry of the Interior. 3.The procurement and sale of pyrotechnical devices for entertainment class III and IV is permitted to legal and natural persons that have been issued the procurement license by the Police Administration. 4.Mining activities related to ore excavation as defined by the Mining Act may be performed by legal persons that have obtained a permit to perform such activity from the Ministry of the Interior. http://narodne-novine.nn.hr/default.aspx ■ the Explosive Substances Act (NN 178/04, 109/07, 67/08, 144/10). ENERGY ACTIVITIES Under the Energy Act energy activities are: (1) production of energy, (2) the transfer or transport of energy (3) storage, (4) distribution (5) management of the power facilities, (6) supply, (7) the energy trade and (8) organization of the energy market, (9) the production of petroleum products, (10) oil pipeline transportation, (11) pipeline transportation of oil derivatives, (12) 38 transportation of petroleum, petroleum products and bio fuels by road vehicles, (13) transportation of petroleum, petroleum products and bio fuels by rail (14) transportation of petroleum, petroleum products and bio fuels by waterways (15) oil products wholesale (16) petroleum products retail, (17) the storage of petroleum and petroleum products, (18) the storage of liquefied petroleum gas (19) liquefied petroleum gas wholesale, (20) liquefied petroleum gas retail. Legal and natural persons may perform energy activities only provided they have been issued a license by the Croatian Energy Regulatory Agency. Legal or natural persons may perform electricity generation activities without a licence for the performance of electricity activities if they have ensured professional management and operation of their energy facilities in accordance with the technical regulations, requirements and conditions and solely for the following: 1)generation of electricity using generation facilities having an aggregate power of up to and including 1 MW, or 2)generation of electricity solely for their own needs, or 3)generation of electricity during the commissioning of generation facilities. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Energy Act (NN 120/12, 14/14); ■ the Electricity Market Act (NN 22/13); ■ the Petroleum and Petroleum Products Market Act (NN 19/14); ■ the Act on the Regulation of Energy Activities (NN 120/12). PRODUCT COMPLIANCE TESTING The compliance testing system is implemented to check products, processes and services for compliance with the basic requirements. The system includes testing, certification, supplier’s statement of compliance, technical supervision and authorization (accreditation) of laboratories and legal entities for the performance of certification, and of legal entities for the performance of technical supervision. A legal person, or its part, and natural person running tests in the certification procedure under the Accreditation Act must meet legal requirements for the performance of specific tests. The Croatian Accreditation Agency, among other things, accredits testing and calibration laboratories, companies and individuals for verification/certification of products, management systems and staff and accredits legal and natural persons engaged in technical supervision, etc. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Accreditation Act (NN 158/03, 75/09, 56/13); ■ the Act on Technical Requirements for Products and Conformity Assessment (OG 80/13); ■ the Regulation on the establishment of the Croatian Accreditation Agency (OG 158/04, 44/05, 30/10). PROTECTION AND PRESERVATION OF CULTURAL HERITAGE Specialized legal and natural persons engage in the research, study, preservation, restoration, protection, renovation, the use of and trade in cultural heritage. After obtaining an opinion from the Minister of the Economy, the Minister of Culture prepares ordinances that set out the requirements for a legal entity or natural person that wants to obtain a permit for activities in the field of protection and maintenance of cultural heritage. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Protection and Preservation of Cultural Heritage Act (NN 69/99, 151/03, 157/03, 87/09, 88/10, 61/11, 25/12, 136/12, 157/13, 152/14). TRADE IN AND PRODUCTION OF DRUGS AND MEDICAL PRODUCTS The activity of testing, trading, producing and assessing the quality of drugs, homeopathic and medical products may be performed by legal and natural persons that meet special requirements for the performance of those activities as set by the Minister of Health. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Medicinal Products Act (NN 76/13, 90/14); ■ the Medical Devices Act (NN 76/13). 39 How to Start Up an Entreprise in Croatia TRADE IN AND PRODUCTION OF VETERINARY DRUGS AND VETERINARY MEDICINE PRODUCTS The activity of producing, testing, trading in and assessing the quality, effect and tolerance of drugs, medicinal supplements and veterinary medicine products may be performed by legal entities meeting special requirements. The special requirements for this activity are defined by the Ministry of Agriculture, which also issues the permit for the performance of the activity. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Veterinary Medicine Products Act (NN 84/08, 56/13, 94/13, 15/15). PRODUCTION, REPAIR OF AND TRADE IN ARMAMENTS AND MILITARY EQUIPMENT Armaments and military equipment may be produced by legal entities and natural persons registered for production for special purposes and listed as manufacturers of armaments and military equipment approved by the Government of the Republic of Croatia following a proposal by the Ministry of Defence or crafts businesses that produce armaments and military equipment and are on the list of approved producers of armaments and military equipment that is compiled by the Government of the Republic of Croatia on the proposal of the Ministry of Defence. The company name or the name 40 of the producer or its branch may not contain the designation of the activity relating to special-purpose production. The Ministry of Defence and the Ministry of the Interior are obliged to keep records on the permits issued for the export and import of armaments and military equipment intended for the Armed Forces of the Republic of Croatia or the Ministry of the Interior. In addition, both Ministries are obliged to report to the Government of the Republic of Croatia at least once a year on the armaments and military equipment imported and exported over the previous year. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Production, Repair of and Trade in Armaments and Military Equipment Act (NN 33/02, 173/03, 146/08). PRODUCTION OF AND TRADE IN ARMS AND AMMUNITION The production of arms may be performed by companies which, before their registration in the court register at a commercial court, are issued a permit by the Ministry of the Interior, specifying they are licensed to perform these activities. The production of ammunition may be performed by companies and trades as specified by regulations on the manufacture of explosive substances. The retail trade in arms and ammunition may be performed by companies and trades, which, before the court i.e. trade registration, are issued a permit by the Ministry of the Interior. Arms repairs and alterations may be performed by companies and crafts which, before their registration in the court register or the register of crafts and trades, are issued a permit by the Ministry of the Interior. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Arms Act (NN 63/07, 146/08, 59/12). PROFESSIONAL ACTIVITIES OF ENVIRONMENTAL PROTECTION Legal persons registered for the performance of professional activities in the field of environmental protection that engage in environmental monitoring prepare environmental protection studies, project reports and environmental impact studies, provide professional training in environmental protection methods and engage in other activities. Authorised persons may start undertaking these activities after they obtain consent from the Ministry for Environment and Nature Protection. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Environmental Protection Act (NN 80/13, 153/13). PHYSICAL PLANNING ACTIVITIES The authorisation for energy certification and energy audits of buildings is granted to a legal person provided it is registered for performing the activities of energy certification and energy audits of buildings, employs full-time and for an indefinite period of time at least one person who meets the statutory requirements and has a valid professional liability insurance contract. The authorisation is issued by the Ministry of Construction and Physical Planning. Expert well-foundedness of physical plans and documents adopted by competent authorities shall be ensured by state administrative bodies, professional administrative bodies, institutes and other legal persons registered for performing expert activities of physical planning and authorised architects independently performing expert activities of physical planning. The authorisation is issued by the Ministry of Construction and Physical Planning. Inspection activities are carried out by construction inspectors employed by the ministry responsible for construction and physical planning, while inspection of construction activities and spatial interventions other than construction are carried out by the administrative body of the local self-government unit responsible for utility services, i.e. the administrative department having jurisdiction over the area in which construction activities or spatial interventions are undertaken. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Building Act (NN 153/13); ■ the Physical Planning Act (NN 153/13); ■ the Construction Inspection Act (NN 153/13). 41 How to Start Up an Entreprise in Croatia TAX CONSULTANCY Tax consultancy is an activity that includes the provision of advice on tax issues, representation in tax procedures before tax authorities and preparation of tax returns. In addition to tax consultancy, book-keeping, preparation of financial reports and other similar services may be provided. As provided by the Tax Consultancy Act, self-employed tax advisors and general partnerships for tax consultancy may provide tax consultancy services. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Tax Consultancy Act (NN 127/00, 76/13). AUDITING Audit services may be provided by companies established under the provisions of the Companies Act and auditors from member states of the European Union or the European Economic Area, regardless of their legal form, provided they have been issued a licence by the Croatian Audit Chamber, as well as by independent auditors established under the provisions of the Audit Act and licensed by the Croatian Audit Chamber. Foreign audit companies may perform audits in Croatia after they have established a branch, as provided by the Companies Act. The provisions of the Audit Act apply to the operation of foreign audit companies on the basis of mutual reciprocity between Croatia, EU member states and third countries. 42 Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Audit Act (NN 146/05, 139/08, 144/12). MINE CLEARANCE The decision authorising the undertaking of mine clearance activities is issued by the Ministry of the Interior provided the requirements of the Mine Clearance Act are met. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Humanitarian Demining Act (NN 63/07, 152/08). TELECOMMUNICATION SERVICES Any legal or natural person is entitled to set up, use and provide the services of an electronic communications network and offer electronic communications services in the Republic of Croatia without having obtained special authorisation. This general authorisation includes the performance and provision of services in the area of electronic communications networks, construction, setting up and usage of electronic communications infrastructure, negotiating and arranging access and interrelation at the national and international level and operating one or several universal services in accordance with the Electronic Communications Act. Operators of public electronic communications networks and publicly available electronic communications services, which are offered for sale on the open market, are obliged to inform the Croatian Post and Electronic Communications Agency of the start of, changes to and termination of activities in the area of electronic communications networks and services. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Electronic Communications Act (NN 73/08, 90/11, 133/12, 80/13). VETERINARY ACTIVITIES Under the Veterinary Medicine Act, any legal or natural person may found a veterinary organization subject to prior veterinary approval from the competent veterinary office and after having obtained the opinion of the Croatian Veterinary Chamber, provided it complies with statutory requirements. A veterinary practice may be set up by a veterinary with the prior approval of the competent veterinary office and after having obtained the opinion of the Croatian Veterinary Chamber provided he/she meets the statutory requirements. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Veterinary Medicine Act (NN 82/13, 148/13). EMPLOYMENT INTERMEDIATION Besides the Croatian Employment Service, legal persons in the form of companies and self-employed natural persons may engage in employment-related activities provided they meet the prescribed criteria and have obtained approval from the Ministry of Labour and Pension System. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Employment Intermediation and Rights during Unemployment Act (NN 80/09, 94/09, 121/10, 25/12, 118/12, 12/13, 153/13). SECURITY SERVICES Private security services include the protection of persons and assets by physical and/or technical means which complies with the rules of procedure set by the law. Private security services may be provided by legal persons registered for providing private security services at the competent commercial court, with the exception of silent partnerships. Craftspersons are also entitled to provide technical protection services, whereas under special provisions physical protection services may be provided by them only for private purposes. In addition to legal persons and craftspersons, private protection services may, according to the applicable Croatian legislation, also be provided by legal persons and craftspersons registered within the EU or European Economic Area member states that have been issued a permit to provide private security services by the EU or European Economic Area member state. The Ministry of the Interior issues the approval for the provision of security services proved all the statutory requirements have been fulfilled. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Private Security Act (NN 68/03, 31/10, 139/10). 43 How to Start Up an Entreprise in Croatia AIR TRAFFIC Civil aviation authorities include the Ministry in charge of for civil aviation, the Civil Aviation Agency and the Air, Maritime and Railway Traffic Accident Investigation Agency. Commercial air transport and other commercial and non-commercial operations may be conducted only by entrepreneurs complying with the requirements set out in the regulations adopted pursuant to the Air Traffic Act and holding the required licences, certificates or approvals as provided for in those regulations. 44 International scheduled air services may be provided by Croatian air carriers which, in addition to fulfilling other requirements, comply with the terms and conditions of international agreements and other international acts regulating the safe and orderly provision of international scheduled air services. Relevant legislation: http://narodne-novine.nn.hr/default.aspx ■ the Air Traffic Act (NN 69/09, 84/11, 54/13, 127/13, 92/14). VII. IMPORTANT INSTITUTIONS AND MINISTRIES IN THE REPUBLIC OF CROATIA PARLIAMENT OF THE REPUBLIC OF CROATIA Trg sv. Marka 6, 10000 Zagreb Tel.: +385 (0)1 4569-222, 6303-222 Fax: +385 (0)1 6303-018 E-mail: [email protected], [email protected] www.sabor.hr GOVERNMENT OF THE REPUBLIC OF CROATIA Trg sv. Marka 2, 10000 Zagreb Tel.: +385 (0)1 4569-222, 4569-239 Fax: +385 (0)1 6303-022 E-mail: [email protected] www.vlada.gov.hr MINISTRY OF FINANCE Katančićeva 5, 10000 Zagreb Tel.: +385 (0)1 4591-333 Fax: +385 (0)1 4922-583 E-mail: [email protected] www.mfin.hr MINISTRY OF DEFENCE Trg kralja Petra Krešimira IV br.1, 10000 Zagreb Tel.: +385 (0)1 4567-111 Fax: +385 (0)1 4613-310 E-mail: [email protected] www.morh.hr MINISTRY FOR ENVIRONMENT AND NATURE PROTECTION Radnička cesta 80, 10000 Zagreb Tel.: +385 (0)1 3717-111 Fax: +385 (0)1 3717-149 www.mzoip.hr MINISTRY OF THE INTERIOR Ulica grada Vukovara 33, 10000 Zagreb Tel.: +385 (0)1 6122-111 Fax: +385 (0)1 6122-452 E-mail: [email protected], [email protected] MINISTRY OF CULTURE Runjaninova 2, 10000 Zagreb Tel.: +385 (0)1 4866-666 Fax: +385 (0)1 4816-755 www.min-kulture.hr MINISTRY OF AGRICULTURE Ul. grada Vukovara 78, 10000 Zagreb Tel.: +385 (0)1 6106-111 Fax: +385 (0)1 6109-201 E-mail: [email protected] www.mps.hr MINISTRY OF REGIONAL DEVELOPMENT AND EU FUNDS Račkoga 6,10000 Zagreb Tel.: +385 (0)1 6400-600 Fax: +385 (0)1 6400-644 E-mail: [email protected] www.mrrfeu.hr MINISTRY OF WAR VETERANS Savska cesta 66, 10000 Zagreb Tel.: +385 (0)1 2308-888 Fax: +385 (0)1 2308-855 E-mail: [email protected] www.branitelji.hr MINISTRY OF TOURISM Prisavlje 14, 10000 Zagreb Tel.: +385 (0)1 6169-111, 6169-180, 6169-240 Fax: +385 (0)1 6169-181 E-mail: [email protected] www.mint.hr MINISTRY FOR MARITIME AFFAIRS, TRANSPORT AND INFRASTRUCTURE Prisavlje 14, 10000 Zagreb Tel.: +385 (0)1 6169-111 Fax: +385 (0)1 3784-580 E-mail: [email protected] www.mppi.hr MINISTRY OF FOREIGN AND EUROPEAN AFFAIRS MINISTRY OF SCIENCE, EDUCATION AND SPORTS MINISTRY OF THE ECONOMY MINISTRY OF JUSTICE Trg N. Š. Zrinskog 7-8, 10000 Zagreb Tel.: +385 (0)1 4569-964 Fax: +385 (0)1 4551-795 E-mail: [email protected] www.mvep.hr Ul. grada Vukovara 78, 10000 Zagreb Tel.: +385 (0)1 6106-111 Fax: +385 (0)1 6106-282 E-mail: [email protected] www.mingo.hr Donje svetice 38, 10000 Zagreb Tel.: +385 (0)1 4569-000 Fax: +385 (0)1 4594-301 E-mail: [email protected] www.mzos.hr Ulica grada Vukovara 49, 10000 Zagreb Tel.: +385 (0)1 3714-000 Fax: +385 (0)1 3714-507 E-mail: [email protected] www.mprh.hr 45 How to Start Up an Entreprise in Croatia MINISTRY OF HEALTH Ksaver 200 a, 10000 Zagreb Tel.: +385 (0)1 4607-555, 0800-7999 Fax: +385 (0)1 4677-076 E-mail:[email protected] www.zdravlje.hr MINISTRY OF ADMINISTRATION Maksimirska 63, 10000 Zagreb Tel.: +385 (0)1 2357-555 Fax: +385 (0)1 2357-607 E-mail: [email protected] www.uprava.hr MINISTRY OF ENTERPRENEURSHIP AND TRADE Ul. grada Vukovara 78, 10000 Zagreb Tel.: +385 (0)1 6106-111, 0800-234-505 E-mail: [email protected] www.minpo.hr MINISTRY OF LABOUR AND PENSION SYSTEM Ul. grada Vukovara 78, 10000 Zagreb Tel.: +385 (0)1 6106-111 E-mail: [email protected] www.mrms.hr MINISTRY OF CONSTRUCTION AND PHYSICAL PLANNING Ul. Republike Austrije 20, 10000 Zagreb Tel.: +385 (0)1 3782-444 Fax: +385 (0)1 3772-822 E-mail: [email protected] www.mgipu.hr MINISTRY OF SOCIAL POLICY AND YOUTH Trg. J. J. Strossmayera 9, 10000 Zagreb Tel.: +385 (0)1 4591-666, 4591-731 Fax: +385 (0)1 4591-721 E-mail: [email protected] www.hbor.hr CROATIAN AGENCY FOR SMES, INNOVATION AND INVESTMENTS – HAMAG-BICRO Prilaz Gjure Deželića 7, 10000 Zagreb Tel.: +385 (0)1 4881-003, 4881-043, 4881-015 Fax: +385 (0)1 4881-009 E-mail: [email protected] www.hamagbicro.hr CROATIAN AGENCY FOR SUPERVISION OF FINANCIAL SERVICES (HANFA) Miramarska 24b, 10000 Zagreb Tel.: +385 (0)1 6173-200 Fax: +385 (0)1 4811-406 E-mail: [email protected] www.hanfa.hr CROATIAN COMPETITION AGENCY Savska cesta 41/XIV, 10000 Zagreb Tel.: +385 (0)1 6176-448, 6172-127 Fax: +385 (0)1 6176-450 E-mail: [email protected] www.aztn.hr STATE INTELLECTUAL PROPERTY OFFICE (SIPO CROATIA) Savska cesta 66, 10000 Zagreb Tel.: +385 (0)1 5557-111 Fax: +385 (0)1 5557-222 E-mail: [email protected] www.mspm.hr Ul. grada Vukovara 78, 10000 Zagreb Tel.: +385 (0)1 6106-100, 6109-825, 6106-418 Fax: +385 (0)1 6112-017 E-mail: [email protected] www.dziv.hr CROATIAN NATIONAL BANK CENTRAL BUREAU OF STATISTICS STATE AGENCY FOR DEPOSIT INSURANCE AND BANK REHABILITATION STATE OFFICE FOR METROLOGY Trg hrvatskih velikana 3, 10000 Zagreb Tel.: +385 (0)1 4564-553, 4564-576 Fax: +385 (0)1 4550-598, 4590-314 E-mail: [email protected] www.hnb.hr Jurišićeva 1, 10000 Zagreb Tel.: +385 (0)1 4813-222 Fax: +385 (0)1 4819-107 E-mail: [email protected] www.dab.hr 46 CROATIAN BANK FOR RECONSTRUCTION AND DEVELOPMENT Ilica 3, 10000 Zagreb Tel.: +385 (0)1 4806-111, 4806-138, 4806-154 Fax: +385 (0)1 4817-666 E-mail: [email protected] www.dzs.hr Ul. grada Vukovara 284/VI, 10000 Zagreb Tel.: +385 (0)1 5630-000 Fax: +385 (0)1 5630-001 E-mail: [email protected] www.dzm.hr NATIONAL PROTECTION AND RESCUE DIRECTORATE CROATIAN PENSION INSURANCE INSTITUTE NATIONAL INSTITUTE FOR RADIOLOGICAL AND NUCLEAR SAFETY CROATIAN EMPLOYMENT SERVICE Nehajska 5, 10000 Zagreb Tel.: +385 (0)1 3650-084, 3650-011 Fax: +385 (0)1 3650-025 E-mail: [email protected] www.duzs.hr Frankopanska 11, 10000 Zagreb Tel.: +385 (0)1 4881-770 Fax: +385 (0)1 4881-780 E-mail: [email protected] cms.dzrns.hr METEOROLOGICAL AND HYDROLOGICAL INSTITUTE Grič 3,10000 Zagreb Tel.: +385 (0)1 4565-666, 4565-636 Fax: +385 (0)1 4851-901 E-mail: [email protected] www.dhmz.t-com.hr STATE INSTITUTE FOR NATURE PROTECTION Trg Mažuranića 5, 10100 Zagreb Tel.: +385 (0)1 5502-900, 5502-910 Fax: +385 (0)1 5502-901 E-mail: [email protected] www.dzzp.hr STATE GEODETIC ADMINISTRATION Gruška 20, 10000 Zagreb Tel.: +385 (0)1 6165-404, 6166-560 Fax: +385 (0)1 6165-484 E-mail: [email protected] www.dgu.hr DEFENCE INSPECTORATE OF THE MINISTRY OF DEFENCE Zvonimirova 5, 10000 Zagreb Tel.: +385 (0)1 4567-416 Fax: +385 (0)1 4567-177 LABOUR INSPECTORATE OF THE MINISTRY OF LABOUR AND THE PENSION SYSTEM Ulica grada Vukovara 78, 10000 Zagreb Tel.: +385 (0)1 6109-228 Fax: +385 (0) 1 6109-171 E-mail: [email protected] FOREIGN SERVICE INSPECTORATE OF THE MINISTRY OF FOREIGN AND EUROPEAN AFFAIRS Trg Nikole Šubića Zrinskog 7-8, 10000 Zagreb Tel.: +385 (0)1 4598-090 Fax: +385 (0)1 4569-961 E-mail: [email protected] A. Mihanovića 3, 10000 Zagreb Tel.: +385 (0)1 4595-500, 4891-666, 0800636-363 Fax: +385 (0)1 4577-063 www.mirovinsko.hr Radnička cesta 1, 10000 Zagreb Tel.: +385 (0)1 6126-000, 6444-000 Fax: +385 (0)1 6126-038 E-mail: [email protected] www.hzz.hr FINANCIAL AGENCY (FINA) Vrtni put 3, 10000 Zagreb Tel.: +385 (0)1 6128-016, 0800-0080 Fax: +385 (0)1 6128-089 E-mail: [email protected] www.fina.hr STATE OFFICE FOR STATE ASSETS MANAGEMENT Dežmanova ulica 10, 10000 Zagreb Tel.: +385 (0)1 6346-286 Fax: +385 (0)1 6448-907 E-mail: [email protected] www.duudi.hr HYDROGRAPHIC INSTITUTE OF THE REPUBLIC OF CROATIA Zrinsko-frankopanska 161, 21000 Split Tel.: +385 (0)21 308-800, 308-803 Fax: +385 (0)21 347-242 E-mail: [email protected] www.hhi.hr DIGITAL INFORMATION DOCUMENTATION OFFICE Siget 18c, 10000 Zagreb Tel.: +385 (0)1 4855-827 Fax: +385 (0)1 4855-655 E-mail: [email protected] www.digured.hr STATE AUDIT OFFICE Tkalčićeva 19, 10000 Zagreb Tel.: +385 (0)1 4813-292, 4813-293 Fax: +385 (0)1 4813-304 E-mail: [email protected] www.revizija.hr CENTRAL REGISTRY OF INSURED PERSONS (REGOS) Gajeva 5, 10000 Zagreb Tel.: +385 (0)1 4898-900, 4898-911 Fax: +385 (0)1 4898-903 E-mail: [email protected] www.regos.hr 47 How to Start Up an Entreprise in Croatia CROATIAN INSTITUTE FOR HEALTH INSURANCE Margaretska 3, 10000 Zagreb Tel.: +385 (0)1 4806-333 Fax: +385 (0)1 4812-606 E-mail: [email protected] www.hzzo.hr COMMERCIAL COURTS BJELOVAR COMMERCIAL COURT Ivše Lebovića 42, 43000 Bjelovar Tel.: +385 (0)43 244-471, 244-408 Fax: +385 (0)43 221-574 SPLIT COMMERCIAL COURT, Permanent attendance in Dubrovnik Dr. Ante Starčevića 23, 20000 Dubrovnik Tel.: +385 (0)20 358-460 Fax: +385 (0)20 357-737 ZAGREB COMMERCIAL COURT, Permanent attendance in Karlovac Trg hrvatskih branitelja 1/III, 47000 Karlovac Tel.: +385 (0)47 606-149 Fax: +385 (0)47 415-303 OSIJEK COMMERCIAL COURT Zagrebačka 2, 31000 Osijek Tel.: +385 (0)31 207-600 Fax: +385 (0)31 207-600 RIJEKA COMMERCIAL COURT, Permanent attendance in Pazin Dršćevka 1, 52000 Pazin Tel.: +385 (0)52 619-900, 619-901 Fax: +385 (0)52 619-910 RIJEKA COMMERCIAL COURT Zadarska 3, 51000 Rijeka Tel.: +385 (0)51 660-200 Fax: +385 (0)51 660-260 48 OSIJEK COMMERCIAL COURT, Permanent attendance in Slavonski Brod Trg pobjede 13, 35000 Slavonski Brod Tel.: +385 (0)35 217-400, 217-410 Fax: +385 (0)35 410-289 SPLIT COMMERCIAL COURT Sukoišanska 6, 21000 Split Tel.: +385 (0)21 393-999, 393-901 Fax: +385 (0)21 481-242 ZADAR COMMERCIAL COURT, Permanent attendance in Šibenik Stjepana Radića 81/II, 22000 Šibenik Tel.: +385 (0)22 209-333 Fax: +385 (0)22 209-320 VARAŽDIN COMMERCIAL COURT Braće Radić 2, HR-42000 Varaždin Tel.: +385 (0)42 401-900 Fax: +385 (0)42 214-743 ZADAR COMMERCIAL COURT Dr. Franje Tuđmana 35, 23000 Zadar Tel.: +385 (0)23 292-003 Fax: +385 (0)23 292-055 ZAGREB COMMERCIAL COURT Amruševa 2, 10000 Zagreb Tel.: +385 (0)1 4897-222 Fax: +385 (0)1 4920-871 CHAMBERS CROATIAN BAR ASSOCIATION Koturaška 53/II, 10000 Zagreb Tel.: +385 (0)1 6165-200 Fax: +385 (0)1 6170-838 E-mail: [email protected] www.hok-cba.hr CROATIAN CHAMBER OF NOTARIES PUBLIC Radnička cesta 34/II, 10000 Zagreb Tel.: +385 (0)1 4556-566 Fax: +385 (0)1 4551-544 E-mail: [email protected] www.hjk.hr CROATIAN CHAMBER OF TRADES AND CRAFTS Ilica 49/II, 10000 Zagreb Tel.: +385 (0)1 4806-666 Fax: +385 (0)1 4846-610 E-mail: [email protected] www.hok.hr CROATIAN AUDIT CHAMBER Radnička cesta 52/V, 10000 ZAGREB Tel.: +385 (0)1 4649-618, 3667-994 Fax: +385 (0)1 4663-362 E-mail: [email protected] www.revizorska-komora.hr 49 How to Start Up an Entreprise in Croatia CROATIAN CHAMBER OF ECONOMY HEADQUARTERS Rooseveltov trg 2, HR-10000 Zagreb Tel.: +385 (0)1 4561-555 Fax: +385 (0)1 4828-380 Free info-phone: 0800 1852 E-mail: [email protected] www.hgk.hr 50 51 Publisher: Croatian Chamber of Economy For the Publisher: Luka Burilović Prepared by: Financial Institutions, Business Information and Economic Analyses Sector Business Information Division Nova cesta 3 - 7, 10000 Zagreb Tel.: +385 (0)1 4606-708 Fax: +385 (0)1 4606-782 E-mail: [email protected] Layout and print by: INTERGRAFIKA TTŽ, Zagreb Print run: 1000 copies Zagreb, March 2015 www.hgk.hr ISBN 978-953-7622-65-7