Steps in Establishing a Company – Part 2
By: Josip Perkušić, Attorney-at-Law in Zagreb
This professional article provides a detailed overview of the second phase of the company incorporation procedure, i.e., the stage following the submission of a duly completed application for registration containing all elements described in the previous professional article (See: https://odvjetnik-josipperkusic.hr/en/steps-in-establishing-a-company-in-croatia-part-i/).
At this stage, the competent commercial court issues a Decision on the Establishment of the Company together with the Certificate of the Personal Identification Number (OIB) for the newly established company. As a rule, the commercial court renders its decision within approximately two to three weeks, although the processing time depends on the specific court, the time of year, and the current workload of the registry department.
Once the registry court has given its approval and the company has been formally established, the founders are required to submit an application for registration in the Register of Beneficial Owners, which is maintained by the Financial Agency. The obligation to register in the Register of Beneficial Owners (RSV) was introduced to increase transparency of ownership structures and to prevent abuses such as money laundering and terrorist financing. This ensures compliance with EU directives and facilitates the work of supervisory bodies and obliged entities performing due diligence measures.
The Financial Agency, acting as the authorised body for initiating misdemeanour proceedings against legal entities that fail to register their data in the Register of Beneficial Owners, is obliged to issue a misdemeanour order pursuant to the Misdemeanour Act and the Anti-Money Laundering and Counter-Terrorist Financing Act. The fines for legal entities range from EUR 660 to EUR 46,450, and for a management board member or other responsible person within the legal entity from EUR 660 to EUR 9,950.
Furthermore, the founder must submit an application for registration with the Croatian Bureau of Statistics, which maintains the national classification of activities (NKD). Every company is required to report its NKD code upon establishment and harmonise it with the Bureau and the Tax Administration to ensure the correct classification of its business activities. Failure to report or harmonise the NKD code constitutes a misdemeanour under Article 76 paragraph 1 item 1 of the Official Statistics Act, which prescribes penalties for failing to submit accurate statistical data. For this misdemeanour, fines range from EUR 660 to EUR 1,330 for the legal entity, and from EUR 265 to EUR 660 for the responsible person.
After the company has been registered in the Register of Beneficial Owners and with the Croatian Bureau of Statistics, the final step before commencing business operations is opening a bank account for the newly established company. Founders-particularly foreign founders, often encounter challenges at this stage, as banks are obliged to conduct strict anti-money laundering checks, which frequently include additional verification of the founders’ identities and sources of funds. Once the business bank account has been opened, the company is ready to commence its operations on the Croatian market.
Engaging a law firm experienced in working with both domestic and international clients has proven extremely beneficial in practice, as such firms ensure the preparation of bilingual documentation, communication in Croatian, English and German, and continuous cooperation with translators for other foreign languages, thereby facilitating transactions and company formation procedures in the Republic of Croatia.
Successfully establishing a company in Croatia requires timely preparation, professional legal guidance and a clear understanding of local regulations. The Law Office of Josip Perkušić provides comprehensive legal support to entrepreneurs, from the initial idea to registration and the start of business operations, offering a personalised approach and extensive experience in advising both domestic and international clients.
Zagreb, 24 November 2025