ESTABLISHMENT OF A LIMITED LIABILITY COMPANY

ESTABLISHMENT OF A LIMITED LIABILITY COMPANY

Setting up a limited liability company can be challenging, but with the right guidance, it can become quite simple. In this article, we will consider the key steps and essential information that are necessary for the successful establishment of a limited liability company in Croatia.

What is a limited liability company?

Limited liability company is the most common form of company in Croatia. Ltd. can be established by one or more legal or natural persons, by entering shares into the pre-agreed share capital. The basic feature of this company is precisely the limitation of liability of company members for the company's obligations. In other words, the members of the limited liability company are not responsible for the company's obligations, except when it is determined by the Law.

Establishment of a limited liability company- steps

1. Founders

A limited liability company can have one or more founders who can be legal or natural persons. If the founders are natural persons, then they must be of legal age and fully able to do business.

2. Company name – Company

Founders as the first step towards establishing a new limited liability company must establish company.The company is the name under which the company operates and participates in legal transactions. It must be unique and clearly distinguishable from the companies of other retailers based in the Republic of Croatia. Through the website of the court registry, it can be determined whether the desired company is vacant. The company must be in Latin, in Croatian or in an official language of one of the EU member states, and Arabic numerals can also be used. The use of the word Croatia or any derivative of that word in the name of the company requires a special consent from the Ministry of Justice.

3. Subject of business

After the company, it is necessary to determine the (basic) activity - the subject of the company's business in accordance with the National Classification of Activities of the State Bureau of Statistics. The choice of activity is primarily related to the subject of the company's business.

4. Headquarters

The founders of the company must determine the place in the Republic of Croatia where the management of the company will be located and from where the affairs of the company will be managed, or the place where the company will permanently perform its activities.

5. Basic capital

The minimum amount of the share capital is EUR 2,500.00

6. Founding act

A limited liability company is founded on the basis of a founding act, which, depending on the number of company members, can be a Declaration of Incorporation (a company with one founder) or a Memorandum of Association (a company with several founders).

The founding act of each limited liability company must be drawn up in the form of a document solemnized by a notary public and must contain:

-name, surname (company), place of residence (headquarters) of the founder, personal identification number (registration number of the entity), i.e. corresponding data if it is a foreign person, the company and headquarters of the company being established, the subject of the company's business or an indication of how the subject determines the total amount of the share capital, and the amount of each individual fundamental role of the founder, a detailed description of the role in things or rights (if they are entered into the company) in accordance with the provisions of the Companies Act, the duration of the company (definite / indefinite), rights and obligations of members towards the company and the company towards its members.

7. Appointment of board members, determination of business address

Special decisions are made appointing the members of the management board and the company's business address at the company's headquarters, as well as declarations of acceptance of the appointment.

8. Payment of share capital

Upon signing and notarization of the founding act, the share capital is paid in the minimum amount of EUR 2,500.00. Members contribute their roles to the company in money or in things, that is, rights.

In the case of financial contributions, before the registration of the company in the court register, each founder must pay at least a quarter of the contributions for the acquired business share that he pays in money, with the fact that the total amount of all payments in money cannot be less than one quarter of the share capital.

The contribution by entering things and rights into the company must be entered as a whole before the registration of the company in the court register. Such contributions must be foreseen and defined in detail by the company's founding act, and they are entered into the company based on the contract on the transfer of property and rights.

9. Application for registration in the court register

The application for the registration of the company in the court register of the competent commercial court is submitted by the management of the company, which is accompanied by the founding documentation, a certificate of payment of the share capital and a certificate of payment of the court fee for the registration of the establishment.

10. Seal making

11. Application to the State Bureau of Statistics

A request for classification by activity according to the National Classification of Activities is submitted to the National Bureau of Statistics, and a registry number and activity code is obtained.

12. Registration in the Register of Real Owners

Legal entities are obliged to enter information about the beneficial owner in the Register of beneficial owners, which is the central electronic database created by the Financial Agency (FINA) for the purposes of the Office for the Prevention of Money Laundering and Financing of Terrorism. A beneficial owner is any natural person (or persons) who is the ultimate owner of a party or controls or otherwise manages the party, including the natural person (s) who exercises ultimate effective control over the legal entity.

13. Opening a bank account

Establishment of a limited liability company with the help of a lawyer

All founding documents, except for statements by which members of the management board accept appointments, can be signed by a lawyer on the basis of a special power of attorney, which must be duly certified in the Republic of Croatia or abroad in such a way that it is suitable for use in the Republic of Croatia.