Ready-Made Shelf Companies in Croatia: Buying an Existing d.o.o.

What a Ready-Made or Off-the-Shelf Company in Croatia Is

A ready-made company in Croatia, also called a shelf or off-the-shelf company, is a d.o.o. that has been entered in the sudski registar and kept without trading until a buyer takes it over. Buying it is a share deal: you acquire the business shares (poslovni udjeli) and appoint your own director, while the company stays the same legal person with the same OIB, the same MBS and the same date of entry.

Already in place	What it means for the buyer
Entry in the court register	The company has been a legal person since that date (Companies Act, Article 4), visible to anyone on sudreg.pravosudje.hr
The company’s OIB and MBS	Assigned at first entry and never changed, so contracts, invoices and the tax file continue under the same numbers
Share capital	At least EUR 2,500 for a d.o.o. registered since 2023; only a quarter had to be paid before registration, so ask how much has been paid
Members on record	The register shows each member with an OIB, and the court holds the latest list of members with what has been paid on each share
Yearly filings	Financial statements to FINA by 30 April and a corporate income tax return, even for a company with no income

There is no share certificate to hand over. The Companies Act forbids expressing d.o.o. shares in securities (Article 385). What counts is the company’s book of business shares and the list of members held by the registry court: towards the company, a member is only the person entered in the book whose membership has been notified to the court (Article 411).

Check the legal form as well. A j.d.o.o. offered as a shelf company can have at most five members and a single director, and it must keep putting a quarter of its profit into reserves until its capital reaches EUR 2,500. An ordinary d.o.o. has none of those limits.

Who May Buy a Croatian d.o.o.

There is no residence or nationality condition, and a foreign company can be the buyer. Croatia does, however, apply to buyers the screens it applies to founders. Under Articles 386 and 68 of the Companies Act, membership in a d.o.o. cannot be acquired by a person finally convicted of money laundering or terrorist financing while the consequences last, or subject to international restrictive measures. Nor can it be acquired by someone who, directly or through a company in which they hold 25% or more, owes public levies collected by the Tax Administration, or who in the last year held such a stake in a company deleted in bankruptcy with unpaid levies. The company may ask a prospective member for a Tax Administration certificate that no such debts exist.

The buyer gives a statement that the conviction and sanctions bars do not apply, either with a notary-certified signature or inside the transfer contract (Article 410(2)), and the notary confirms that the buyer is not in the Ministry of Justice record of such persons. The director you appoint must pass the same debt test and the Article 239 bars on directors. That director needs an OIB, as does a buyer who is a natural person; the Tax Administration issues it to foreigners at its offices, in person or through a proxy.

How the Share Transfer Works in Croatia

Step	What happens	Legal basis
Transfer contract	Seller and buyer sign an ugovor o prijenosu poslovnog udjela as a notarial act or as a private document certified by a notary; an attorney may sign only under a power on which a notary has certified the signature	ZTD Art. 412(3), (7)
List of members	The notary signs the new list of members in place of the board and sends it to the registry court, to the Tax Administration office for the seat and to the company	Art. 410(3)
Book of shares	Your entry counts as made on the day the application with your statement reaches the company	Art. 411(2)
New director	Appointed by the member’s decision and in office from its date; the outgoing director is dismissed or resigns; the change is entered without delay, and the entry only records it	Arts. 423(2), 424, 425
Name and seat	Changed by a members’ decision in notarial form, effective only once registered and filed with the full text of the articles certified by the notary; a new object of business is reported with the decision fixing it and the list of activities	Arts. 34, 454, 456
Beneficial owners	The company updates the Registar stvarnih vlasnika within 30 days of the change	Rulebook NN 53/19 Art. 15

The transfer itself does not amend the articles (Article 412(3)), so a buyer who keeps the name and seat needs no amending decision. Still read the founding document: it may make a transfer subject to the company’s consent (Article 412(4)), and a company founded by a single founder’s statement that ends up with two or more members needs a društveni ugovor (Article 412(5)).

Two rules protect the company and its creditors, and they are the reason to confirm that the capital is fully paid. The buyer is jointly liable with the seller for what is owed to the company on the share when the transfer is notified, unpaid capital included (Article 415). And if all the shares end up with one member within three years of the company’s registration, that member must within three months pay every cash share in full, give security or pass part of a share to someone else, while the board files the union of shares with the court (Article 398(7)).

Older companies carry one more step. A d.o.o. registered before 1 January 2023 still shows its capital in kuna and must convert it and its shares into rounded euro amounts. Since NN 18/23 there is no deadline, but the conversion is due at the first amendment of the founding document, so a change of name or seat brings it with it, as a notarial decision (NN 114/22, Article 21). On tax, Croatia’s real property transfer tax covers acquisitions of real estate, and a share transfer is not among those the Act lists.

Checking a Croatian Shelf Company Before You Buy

The court register is public. Anyone may inspect the main book and the documents behind each entry without giving a reason, and ask for a historical extract showing every entry since founding (Court Register Act, Article 4). Points to confirm:

• The register entry. Search sudreg.pravosudje.hr by name, OIB or MBS and compare the name, seat, members, director and share capital with what the seller tells you; the historical extract shows whether anything has changed since founding.
• Paid-in capital. The list of members filed with the court states what has been paid on each share.
• Financial statements. The register records, from FINA’s data, which financial statements have been submitted, so a missing year shows.
• Public debts. Ask for a Tax Administration certificate. A company with unpaid levies in which you hold 25% or more would bar you from founding other Croatian companies or serving as a director under Article 62.a.
• VAT status. A company that has never traded is below the EUR 60,000 threshold, so a VAT number, if there is one, came from voluntary registration and brings VAT returns with it.
• Register e-mail and beneficial owners. Every company must have an e-mail address in the register within three months of founding, and the current beneficial owner record should name the seller’s natural persons, so that your filing is an update.

The Bank Account of a Ready-Made d.o.o.

Cash capital is paid either into the company’s own account at a Croatian bank or into a notary’s escrow account (Article 390(6)), so a ready-made company may come with an account or without one; ask which. Where there is an account, it belongs to the company and stays with it through the share transfer. The bank is not bound by the transfer, though: after a change of owner and director it re-checks the new beneficial owners and may keep the account, ask for more documents or close it. The online routes we found at Croatian banks assume a Croatian identity card or an e-Građani login, so a foreign director should expect to sign at a branch. What individual banks ask for is set out on bank accounts for Croatian companies, and the general position on buying a company with an account on shelf companies with bank accounts.

Why Buyers Choose a Ready-Made Company in Croatia

• A company that already exists. A new company becomes a legal person only on entry in the register. A ready-made d.o.o. already is one, and its date of entry stands on the public register for any counterparty, bank or tender authority that asks how long it has existed.
• No capital to send to Croatia first. A founder must pay at least a quarter of the cash capital into a Croatian bank account or a notary’s escrow before the company can be registered. In a ready-made company that step was taken at founding.
• Your director acts at once. The director is in office from the members’ decision; the register entry that follows only records the change.
• Euro amounts already. A company registered since 2023 was founded in euro, so no conversion decision is needed when you amend its articles.

When a Ready-Made Company Brings Nothing

The registry court must decide a new founding within five working days of a complete application, so the time saved is modest, and much of the work is the same on both routes: OIBs, a notary, the director’s statements and a beneficial owner filing. A shelf company has no turnover, no accounts worth showing and no credit history, so it does not pass for an established business with a bank that asks for a track record. Tax is identical too: 10% or 18% corporate income tax depending on revenue, whoever the owner. If none of the reasons above applies to you, form a new company; our page on company formation in Croatia explains the d.o.o. and j.d.o.o. routes.

What We Do

We can supply a ready-made d.o.o. or form a new company, and prepare the transfer contract, the decisions on the director and the articles, and the filings with the court register and the beneficial owner register. We help you prepare the bank application, and where we have a working contact at a suitable bank we can introduce you; only the bank decides whether to open or keep the account. If after the purchase you want a nominee in the management board or a nominee holding the share, we rely only on providers registered with the Ministry of Finance’s Financial Inspectorate or on lawyers, notaries, auditors and accountants within their own profession; a nominee board member is liable under Articles 252 and 273 of the Companies Act like any other, and the Register of Beneficial Owners, open to the public, shows you as the owner.

Frequently Asked Questions about Ready-Made Companies in Croatia

Can a foreigner buy an off-the-shelf company in Croatia?

Yes. Members and directors of a d.o.o. need neither Croatian residence nor citizenship, and a foreign company can buy as well. A buyer who is a natural person, and every new director, need a Croatian OIB. The buyer must not be barred by a money laundering or terrorist financing conviction, international sanctions, or unpaid Croatian public levies of their own or of a company in which they hold 25% or more.

Does a share transfer in a Croatian d.o.o. need a notary?

Yes. Article 412 of the Companies Act requires the transfer contract to be a notarial act or a private document certified by a notary, and the notary then sends the new list of members to the registry court and the Tax Administration. If you sign through an attorney, the power of attorney needs a notary-certified signature. Notarial acts are drawn up in Croatian, with a court interpreter if you do not speak it.

Does a ready-made Croatian company come with a VAT number?

Only if it registered voluntarily, since a company that has never traded is below the EUR 60,000 threshold for compulsory entry, and a voluntary registration carries VAT returns that you inherit. A company outside the VAT system can still obtain a PDV identification number from the Tax Administration for services bought from or sold to businesses in other EU states, which is often what a new owner needs first.

How do I check a Croatian company in the court register?

Search sudreg.pravosudje.hr by name, OIB or MBS. The register is public and no reason has to be given. The extract shows the date of entry, seat, share capital, members, directors and their powers, and a historical extract lists every change since founding. The register also records whether annual financial statements have been submitted to FINA.

What is the difference between a j.d.o.o. and a d.o.o. for a buyer?

The j.d.o.o. is a d.o.o. founded on standard forms with as little as EUR 1 of capital. It is limited to five members and one director, and a quarter of its profit goes to legal reserves until its capital is raised to EUR 2,500. An ordinary d.o.o. carries none of these limits, which is why it is the form to ask for.

Who updates the beneficial owner register after the purchase?

The company does, through its legal representative or a person it authorises, within 30 days of the change. Filing runs through the e-Građani system with a high-assurance credential or at a FINA office, where a proxy’s power of attorney needs no notary. Croatia’s register is still open to the public, but only through an e-Građani login, so in practice to holders of a Croatian or other EU electronic identity.

More on Croatia: the Croatia overview, company formation in Croatia, bank accounts for Croatian companies and corporate services in Croatia.