Last reviewed September 2026 by Julia Thompson, Corporate Client Service Specialist

There Is No Company Secretary in Croatian Company Law

The phrase people type is company secretarial services in Croatia, and it comes from a system Croatia does not use. A d.o.o. has one or more direktori, entered in the register by name, and its članovi, who take decisions as the skupština and record them as odluke. There is no third officer, and no Croatian statute creates the post of company secretary. What the phrase describes is a bundle of jobs Croatian law hands to different people.

The job Who it belongs to in Croatia
Calling the skupština and recording its odluke The direktor convenes it; the odluka is the instrument the register and the bank will later ask to see
Getting a change onto the register A javni bilježnik, the public notary, who prepares the papers and files them with the commercial court
Identification numbers for incoming officers and members The Porezna uprava, which issues the OIB, and it has to exist before anything else moves
The beneficial owner record The company, in the Registar stvarnih vlasnika kept by FINA
Books, annual financial statements and tax returns The knjigovodstveni servis, the bookkeeping office
Holding the corporate documents and receiving official post The company, at its sjedište

Three Institutions, Three Clocks

Croatian administration feels heavier than it is because of the number of counterparties. A company answers to three, and none of them tells the others anything.

Institution What it holds What reaches it
Trgovački sud, through the Sudski registar The tvrtka, the sjedište, the direktori, the members, the djelatnost and the MBS Every change to the company, filed by a javni bilježnik, and the annual financial statements that go on the public record
Porezna uprava The OIB of the company and of each member and direktor, and the PDV registration The porez na dobit return, PDV returns and payroll reporting
FINA, the financial agency The Registar stvarnih vlasnika The beneficial owner entry and every later correction to it

The first line is the one foreign owners misread. Croatia has no administrative company registry that accepts a form. The Sudski registar is kept by the commercial court, so a change of direktor or of ownership is a court entry, prepared and submitted by a notary. That is why a Croatian corporate change has a lead time rather than a submit button.

The MBS is the number the court register issues on entry. It is not the OIB, which the tax authority issues and which follows the company everywhere else; banks and counterparties use both. The company registration number guide explains which number does what.

The OIB Gates Everything

The OIB, the Osobni identifikacijski broj, is Croatia’s universal identifier: tax, banking, court records and corporate identification all run on it. The company receives its own on registration and keeps it for life. Every member and every direktor needs a personal one, which a foreign national obtains from the Porezna uprava remotely on a certified passport copy.

One consequence is worth planning around. Appoint a new direktor who has no OIB and nothing moves: the court will not take the filing and the bank will not change the mandate. The OIB application is the first step in a change of control, not tidying afterwards, and it is where a change most often stalls, ahead of anything in the anti money laundering pack.

What a Croatian d.o.o. Files Each Year

Once the company exists, the recurring work is short, but it is spread across all three institutions.

Obligation Institution Timing
Annual financial statements, prepared under Croatian accounting rules The public record at the court register Annual, keyed to the end of the financial year
Porez na dobit return Porezna uprava Annual, keyed to the end of the financial year
PDV returns, where the company holds a PDV number Porezna uprava Monthly or quarterly
Payroll, pension and health contributions, if anyone is employed Porezna uprava, with HZMO on the pension side Every pay run
Beneficial owner entry Registar stvarnih vlasnika at FINA Within 30 days of the court register entry, then whenever control changes
Change of direktor, tvrtka, sjedište, djelatnost or ownership Sudski registar, through a javni bilježnik When the change is made

The rates those returns carry: porez na dobit is 10% for a company with annual revenue up to €1,000,000 and 18% above that, so the reduced rate covers most owner managed companies but has to be watched as the business grows. PDV runs at 25%, with 13% and 5% on certain supplies; a company must register once turnover passes €40,000 and may register before that. Croatia has used the euro since 1 January 2023, which takes the currency step out of trade with the rest of the euro area.

The Beneficial Owner Register, and Why Croatia Is the Outlier

FINA runs the Registar stvarnih vlasnika for the Anti Money Laundering Office of the Ministry of Finance, under the Act on the Prevention of Money Laundering and Terrorist Financing. The entry names every natural person holding more than 25% of the shares, the voting rights or the ownership interest, directly or indirectly, and anyone controlling the company by other means. It is due within 30 days of the entry in the court register, and it has to be corrected whenever ownership or control changes.

Croatia is then unusual in what it does with that information. Most member states closed their beneficial owner registers to the general public after the 2022 judgment; Croatia did not. General access survives, but it runs through e-Građani, the national identity system, so a Croatian or other EU electronic identity is needed in practice. The public fields are the name, the month and year of birth, the country of residence, the citizenship, and the nature and extent of the interest. Banks and notaries have direct access on a different footing. The position is not settled either: the European Commission opened infringement proceedings against Croatia in late 2025 over its transposition of the EU access rules.

If you hold companies elsewhere in the region, the answer does not travel. Slovenia closed public access on 9 August 2025, which is covered under corporate services in Slovenia, and Poland restricted its register to authorities and obliged institutions from 1 July 2026, under company administration in Poland. Three neighbouring jurisdictions, three different disclosure positions.

What Needs a Javni Bilježnik

Croatian corporate acts are notarial acts, and the notary is also the route to the court:

  • The founding document, drawn as a javnobilježnička isprava.
  • A transfer of a poslovni udjel, the business share, by an ugovor o prijenosu poslovnog udjela, which Croatian law requires in the form of a javnobilježnička isprava.
  • Amendments to the društveni ugovor: the tvrtka, the sjedište and the djelatnost with its NKD codes.
  • The odluka appointing or dismissing a direktor, signed and then filed by the notary with the court.

None of it requires the owner to be in Croatia. The signature is given at a Croatian consulate, with an eIDAS qualified electronic signature, or by granting a punomoć to our Zagreb attorney. The work is in the preparation: apostilles, sworn translations and the OIB have to be in hand before the appointment, because a defect found at the notary loses the whole slot.

The Sjedište and the Business Address

Every Croatian company has a sjedište, and it is a register entry rather than a private arrangement. It decides which Trgovački sud is competent, so a move between towns is not only a change of address but can change the court the next filing goes to. It is also the address the Porezna uprava writes to, and Croatian tax correspondence is unforgiving of an unopened envelope.

For an owner abroad that means the address has to be one where post is opened, scanned and understood, not merely forwarded. Recognising a demand from the tax authority while there is still time to answer it is the real content of a registered office service here.

Where Our Scope Ends and the Bookkeeper’s Begins

Our Croatian desk holds the corporate side of the company:

  • The sjedište, with post opened, scanned and explained.
  • Every court register entry, prepared with the notary and tracked until the court publishes it.
  • OIB applications for incoming officers and members, started before the change itself.
  • The Registar stvarnih vlasnika record and every correction to it.
  • The skupština: the notice, the odluke themselves, and the file of them a bank or a buyer will eventually ask to see.
  • The bank, which in Croatia wants the OIB of a new signatory before it will touch the mandate.

Bookkeeping is not part of it. Croatian accounts are kept by a knjigovodstveni servis, which prepares the annual financial statements, the porez na dobit return and the PDV returns, and runs payroll. If you have one, we work to it; if not, we introduce one used to reporting to an owner abroad in English. Keeping the two apart means the corporate record and the accounts get checked against each other rather than assumed to agree.

The company itself is dealt with under company formation in Croatia, or, if it should already be on the register, ready made shelf companies in Croatia. For the account, see bank accounts for Croatian companies.

Frequently Asked Questions: Corporate Services in Croatia

Does a Croatian d.o.o. need a company secretary?

No, and no Croatian provider can sell you one, because the office has no equivalent here. The company has direktori and members meeting as the skupština. The underlying work is divided between the direktor, the javni bilježnik who files at the court, the bookkeeping office, and the provider the owner engages for the corporate record.

What do corporate services in Croatia actually include?

The recurring work of keeping a company correct, other than the accounts: a registered seat where the post is actually read, court register filings through a notary whenever anything about the company changes, OIB applications for new officers, the beneficial owner entry at FINA, the paperwork of the skupština, and one point of contact for the bank and the bookkeeper.

Do I need an OIB to change the director of a Croatian company?

Yes. The incoming direktor needs a personal OIB before the appointment can be filed, and the court will not process the entry without it. A foreign national obtains one from the Porezna uprava remotely on a certified passport copy, so no travel is involved, but it has to be started first. This is the commonest cause of a stalled Croatian filing.

Who can see my name in the Croatian beneficial owner register?

More people than in most of the EU. Croatia kept general access to the Registar stvarnih vlasnika, but it runs through the e-Građani identity system, so a Croatian or other EU electronic identity is needed. The visible fields are name, month and year of birth, country of residence, citizenship, and the nature and extent of the holding. Banks and notaries have direct access.

Can you administer a Croatian company for an owner who never visits Croatia?

That is the normal case here. Signatures are given at a Croatian consulate, under an eIDAS qualified electronic signature, or by a punomoć to our Zagreb attorney. What matters is lead time: the OIB, the apostilles and the sworn translations have to be ready before the notarial appointment, and lining them up is our job rather than yours.

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