The most common type of company in the Republic of Croatia is the limited liability company. This type of company is established by one or more legal or natural persons who contribute to the share capital as determined in advance. These contributions do not need to be equal in amount. During the formation process, a founder can subscribe to more than one share. The total of all contributions must match the company’s share capital. It is important to note that shares cannot be in the form of securities.
FOUNDERS
Members of the company can be both domestic and foreign legal or natural persons. A limited liability company can also be formed and have only one person as its member.
A limited liability company is considered a legal person, acquiring its legal personality upon registration in the court register. The company’s assets are completely separate from those of its members. The company is liable for its obligations with its entire assets, while the members are not liable for the company’s obligations. However, in exceptional cases, members may be held liable if they abuse their non-liability status regarding the company’s obligations.
SHARE CAPITAL
The share capital of a limited liability company must be denominated in Croatian currency, euros (EUR). The minimum amount of share capital cannot be less than 2.500,00€. Each share’s minimum par value must be a whole number divisible by one hundred. The total par value of all shares must equal the company’s share capital.
Before the company is registered in the court register, each founder must pay at least one-fourth of the contribution for their assumed share if payable in cash. The total cash payments must be at least half of the share capital. Contributions can also be made in the form of assets and rights, but these must be fully provided before registration.
Cash contributions must be deposited into the company’s account at a credit institution in Croatia, which will issue a certificate confirming that the company can freely use the paid-in amount once it is registered in the court register.
