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Croatia has no company called an LLC. Its limited liability company is the društvo s ograničenom odgovornošću, the d.o.o., and the Companies Act (Zakon o trgovačkim društvima, ZTD) offers a simplified version, the jednostavno društvo s ograničenom odgovornošću or j.d.o.o. Both are founded before a notary, or online in the cases described below, and both exist only once the registry court enters them in the sudski registar: under Article 4 a company acquires legal personality on entry, not on signing.
| Point | d.o.o. | j.d.o.o. |
|---|---|---|
| Minimum share capital | EUR 2,500 (Art. 389) | EUR 1 (Art. 390.a(3)) |
| Business shares | At least EUR 10 nominal, in multiples of ten | At least EUR 1 nominal, in whole euros |
| Paid in before filing | At least a quarter of each cash share, and at least a quarter of the share capital in total; contributions in kind in full | Every share, in cash only |
| Members and directors | One or more members; one or more directors | At most five members and exactly one director |
| Founding document | Društveni ugovor, or for a single founder an izjava o osnivanju, as a notarial act or a private document certified by a notary | The notary’s standard minute forms annexed to the Act, with no deviations |
| Profit | General rules | A quarter of each year’s profit, less the previous year’s loss, goes into legal reserves |
The j.d.o.o. suits founders with little capital, but its limits are real: one director, standard forms, and a reserve rule that ends only when the share capital is raised to EUR 2,500 or more, after which the company may keep its j.d.o.o. name (Article 390.a(7)). Article 390.a sets no turnover ceiling, so growth alone forces no conversion. Two or more directors, contributions in kind or articles of your own need the ordinary d.o.o. The joint-stock d.d., with EUR 25,000 of share capital, is rarely the right vehicle for a first Croatian company.
Nationality and residence do not matter. Members and directors may live anywhere, and one non-resident may be both sole member and sole director. A director must be a natural person with full legal capacity (Article 423). A non-EEA national moving to Croatia to run the business from there needs a stay and work permit, which is immigration law rather than company law.
Croatia does screen founders for debts. Under Article 62.a a person cannot found a company if they, or a d.o.o. in which they hold 25% or more, owe public levies collected by the Tax Administration (Porezna uprava) or appear on its published list of employers that do not pay wages, or if in the year before the application they held such a stake in, or ran, a company deleted in bankruptcy with unpaid levies. Debts below a EUR 30 threshold are ignored. The registry court obtains a certificate from the Tax Administration electronically (Court Register Act, Article 40.a), so the point is checked, not merely declared. Directors face the same debt test and the Article 239 bars, among them convictions for money laundering, terrorist financing, business fraud or causing bankruptcy while their consequences last, and international restrictive measures.
The OIB (osobni identifikacijski broj) is Croatia’s identification number: eleven digits, permanent, unique and never reissued (OIB Act, Articles 2 to 4). The founding document names each natural-person founder with an OIB, the court application gives the OIB of every director, and the register records the OIB of every member who is a natural person. A foreign company acting as founder obtains one too.
A foreigner who does not register a residence in Croatia applies to the competent Tax Administration office, in person or through a proxy, with a passport or, for EU citizens, an identity card; EU and EEA citizens can also apply online through e-Građani. A foreign company applies with its register extract in Croatian or a sworn translation. A power of attorney naming a notary, lawyer, tax adviser or bank as proxy needs no notarisation. The new company receives its own OIB without applying, at its first entry in the register (Court Register Act, Article 2).
| Document | What it contains or proves | Basis |
|---|---|---|
| Društveni ugovor or izjava o osnivanju | Founders with OIB (or foreign register data), name and seat, share capital and each founder’s share, duration, members’ extra rights and duties | ZTD Arts. 387, 388 |
| Appointment of the director | Name, residence, OIB and powers of each director, with an acceptance of the appointment given before a notary | Art. 394(5) |
| Director’s statement | That the director knows the duty to report to the court and that no Article 239 bar applies | Art. 394(4) |
| Proof of the capital | Confirmation from a Croatian bank, or from the notary holding the money in escrow, that the company can dispose of it once registered | Arts. 390(6), 394(5) |
| Object of business | A decision fixing the object of business, with the list of activities | Art. 394(7) |
| Address in Croatia | The seat and the business address of the company | Arts. 37, 394(4) |
| Powers of attorney | Certified by a notary, for anyone signing for a founder | Art. 387(5) |
| Corporate founder’s extract | From its home register, not older than 30 days on the day of filing | Court Register Act Art. 40(8) |
| Permit | Only for an activity that may be carried on only with an authority’s approval | ZTD Art. 394(5) |
Notarial acts are drawn up in Croatian. If a founder or director does not know the language, a permanent court interpreter takes part unless the notary speaks the person’s language, and on request a translation is bound into the deed (Notaries Act, Article 68).
The seat must be a place in Croatia where the company is managed or carries on its activity, and there can be only one (Article 37). To set up in Zagreb, name Zagreb as the seat.
Can you start a Croatian company online? START, the state portal at start.gov.hr, takes a d.o.o. or j.d.o.o. from home through court registration, the beneficial owner entry, VAT registration and a bank account request, and states processing within a few working days. It is open only to adult Croatian citizens with a residence in Croatia and a Croatian identity card. For a foreign founder the realistic routes are the notary in person, an attorney, or the notary’s video procedure.
| Obligation | Rule | Source |
|---|---|---|
| E-mail address | Entered in the court register within three months of registration | Court Register Act Art. 38.b |
| Beneficial owners | Entered in the Registar stvarnih vlasnika within 30 days of founding, by the legal representative through e-Građani or at a FINA office | FINA; Rulebook NN 53/19 Art. 14 |
| VAT (PDV) | Entry required once taxable supplies pass the EUR 60,000 threshold; a PDV identification number is needed earlier for services bought from or sold to businesses in other EU states | Porezna uprava |
| Corporate income tax | 10% where revenue is up to EUR 1,000,000, 18% where revenue reaches that figure; return within four months of the year end | CIT Act Arts. 28, 35 |
| Dividends paid abroad | 10% withholding tax, not due to an EU parent company holding at least 10% for 24 months | CIT Act Arts. 31, 31.e |
| Annual financial statements | Filed with FINA by 30 April for the previous year, by every corporate income taxpayer | FINA |
“Secretarial services” in the British sense have no statutory home here: the Companies Act gives a d.o.o. no company secretary. The management board keeps the book of business shares, reports changes of members and directors to the court and signs the filings. Our page on corporate services in Croatia covers that annual cycle.
Estonia registers an OÜ fully online when every founder and board member holds an Estonian digital ID, which non-residents obtain through e-Residency, with share capital of EUR 0.01 per shareholder and a 22% corporate tax that falls only on distributed profit. Croatia needs a notary, an OIB for every director and EUR 2,500 of capital for a d.o.o., and taxes profit as it is earned, at 10% or 18%. If you want staff, premises or customers in Croatia, form in Croatia; the comparison matters only for a company with no local ties. See company formation in Estonia.
With a five-day statutory deadline for the court, speed is rarely the reason. A ready-made company makes sense when a counterparty or tender needs a company with an earlier registration date, or when you would rather not pay capital into a Croatian bank or escrow first. You still need a notary for the share transfer, OIBs and a beneficial owner update; our page on ready-made shelf companies in Croatia explains how that works.
We can form a new d.o.o. or j.d.o.o. or supply a ready-made one, prepare the founding or transfer documents and the filings with the court register and the beneficial owner register, and help prepare the bank application. Where we have a working contact at a suitable bank we can make an introduction; whether to open the account is for the bank alone to decide. Croatian law also allows a nominee director or nominee shareholder, which we arrange only through a provider entered in the Ministry of Finance register of trust and company service providers, or through a lawyer, notary, auditor or accountant acting within their profession; such a director carries the full liability of Article 252 of the Companies Act, and you are entered as beneficial owner in the Register of Beneficial Owners, which the public can consult.
Form a d.o.o., Croatia’s limited liability company. Obtain an OIB for each director and individual member, sign the founding document before a Croatian notary in person, through a notarised power of attorney or by the notary’s video procedure, pay at least a quarter of the cash capital into a Croatian bank account or the notary’s escrow, and let the notary file with the registry court. No Croatian residence is needed.
EUR 2,500 since the euro changeover on 1 January 2023, replacing HRK 20,000. The nominal value of each business share must be at least EUR 10 and a multiple of ten. Before registration each founder pays at least a quarter of each cash share, and the cash paid must total at least a quarter of the capital. A j.d.o.o. needs EUR 1 of capital, paid in full in cash.
Choose the j.d.o.o. if capital is the obstacle and one director and the standard forms are enough. Choose the d.o.o. if you want several directors, contributions in kind, articles of your own, or simply to avoid the rule that sends a quarter of each year’s profit to reserves. A j.d.o.o. can later raise its capital to EUR 2,500 and from then on works under the ordinary rules.
It is the identification number every person and company uses in Croatian official dealings, eleven digits long, assigned once and never changed. A foreign director or member gets one from a Tax Administration office, in person or through a proxy, with a passport; EU and EEA citizens can apply online. The company receives its own OIB when it is entered in the register.
Croatian citizens can, through START or the court register website. A foreign founder without a Croatian identity card cannot use START. The Companies Act does allow a notary to form a d.o.o. or j.d.o.o. at a distance by video link, with identity checked through high-assurance electronic identification, so ask the notary whether your electronic identity is accepted. Otherwise an attorney with a notarised power signs on your behalf.
Either through liquidation, run by the directors unless the members appoint someone else, or through the shortened procedure without liquidation. In the second, all members decide unanimously in notarial form, declare that the company owes nothing to employees or creditors, accept joint liability for anything that surfaces and file a certificate of no public debts. After 30 days for objections the court deletes the company; members stay liable to creditors for two years.
Planning a Croatian company? Tell us who the members and directors will be and where they live, and we will tell you what the formation would need, from the OIBs to the notarial route. Contact us, or write on Telegram or WhatsApp at +48 663 247 166.
More on Croatia: the Croatia overview, ready-made companies in Croatia, bank accounts for Croatian companies and corporate services in Croatia. For buying an existing company in general, see off-the-shelf companies.