The business register in Croatia is the Sudski registar (Court Register), kept by the commercial courts acting as registration courts and published in a single national database at sudreg.pravosudje.hr. It is fully public and free to search. Sole traders are the exception: obrt (crafts businesses) are recorded in a separate crafts register kept under the Ministry of Economy. Annual financial statements are published by the financial agency FINA in a dedicated register.

The company registry in Croatia

The register is governed by the Zakon o sudskom registru (Court Register Act) and its implementing Pravilnik o načinu upisa u sudski registar (Ordinance on the manner of entry in the court register). Registration decisions are taken by the trgovački sudovi (commercial courts); the unified national database is maintained under the President of the High Commercial Court, while the Ministry of Justice, Administration and Digital Transformation owns and operates the information system and issues the by-laws.

Filing can be done in several ways. FINA’s HITRO.hr counters submit registration applications electronically; the START service allows a limited liability company, a simple limited liability company or a crafts business to be set up in a single online procedure covering the court register, statistical classification, tax registration and, optionally, VAT registration, a bank account, pension registration and entry in the beneficial ownership register; and the court register’s own e-services allow two-way electronic filing and issue of extracts. Every entity receives the national identifier OIB (personal identification number), assigned by the Tax Administration and carried into the register.

Separate registers

Croatia keeps sole traders outside the court register. A obrt is registered in the Obrtni registar (Crafts Register), whose portal and public search are run under the Ministry of Economy, with online registration through the e-Obrt service; the search covers active and deregistered crafts businesses and allows an extract to be downloaded free of charge. Associations are in the Registar udruga (Register of Associations), kept separately.

Legal forms that can be registered in Croatia

Company forms are set by the Zakon o trgovačkim društvima (Companies Act). Since Croatia adopted the euro, the statutory capital figures are expressed in euro:

  • Društvo s ograničenom odgovornošću — d.o.o. (Limited liability company) — members are not personally liable for the company’s obligations; the share capital is at least EUR 2,500 with a minimum business share of EUR 10. The dominant Croatian form.
  • Jednostavno društvo s ograničenom odgovornošću — j.d.o.o. (Simple limited liability company) — a lighter version of the d.o.o. with share capital from EUR 1 fully paid in cash, a maximum of five members and one director, and an obligation to build statutory reserves.
  • Dioničko društvo — d.d. (Joint-stock company) — shareholders are not liable for company obligations; share capital of at least EUR 25,000 with a minimum nominal share of EUR 1.
  • Javno trgovačko društvo — j.t.d. (General partnership) — all partners are jointly, severally and unlimitedly liable with all their assets.
  • Komanditno društvo — k.d. (Limited partnership) — at least one komplementar with unlimited liability and at least one komanditor liable only up to the agreed contribution.
  • Gospodarsko interesno udruženje — GIU (Economic interest grouping) — a legal person formed without share capital to support its members’ businesses rather than to make a profit of its own; members bear residual liability.
  • Trgovac pojedinac — t.p. (Registered sole trader) — a natural person trading under a firm who is entered in the court register, with unlimited personal liability. This is the one sole-trader form that appears in the court register.
  • Podružnica inozemnog osnivača (Branch of a foreign founder) — not a legal person; the foreign founder holds the rights and obligations.
  • Europsko društvo — SE (European Company), europsko gospodarsko interesno udruženje — EGIU (European Economic Interest Grouping) and europska zadruga — SCE (European Cooperative Society) — the EU-law forms.
  • Zadruga (Cooperative) and cooperative associations — under the Zakon o zadrugama (Cooperatives Act); the cooperative is liable with its assets and member liability follows its rules.
  • Ustanova (Institution) and associations of institutions — under the Zakon o ustanovama (Institutions Act); a non-profit legal person whose founder’s liability follows that Act.

The register’s own list of legal forms also includes credit unions, funds, sporting joint-stock companies, bankruptcy and liquidation estates, and any other person whose registration is prescribed by law.

Information available from the Croatian business register

Article 4 of the Court Register Act states the principle plainly: the register is public. Anyone may, without proving a legal interest, inspect the data entered in the glavna knjiga (main book) and the public data in the zbirka isprava (collection of documents), and may demand an extract or a certified copy or transcript of those data. Online search is free. Natural persons can be searched by OIB, showing the entities in which they hold functions and the periods concerned. Registration entries and company announcements are published on the court register website itself and take effect on expiry of the day of publication — not, as is sometimes assumed, in the official gazette, which remains the source for the legislation.

Annual financial statements are published in the Registar godišnjih financijskih izvještaja — RGFI (Register of Annual Financial Statements) operated by FINA under the Zakon o računovodstvu (Accounting Act). Public access is free and no reason for the request need be given; statements are available from the 2008 business year onwards. What is published depends on size: micro and small entities publish an abridged balance sheet, profit and loss account, notes, the audit report where audited and the profit allocation proposal, while medium and large entities publish the audit report with full financial statements, the annual report and the profit allocation proposal.

What is restricted

The Registar stvarnih vlasnika (Register of Beneficial Owners), operated by FINA on behalf of the Anti-Money Laundering Office of the Ministry of Finance, is governed by the Zakon o sprječavanju pranja novca i financiranja terorizma (Act on the Prevention of Money Laundering and Terrorist Financing). The statutory access rule limits consultation to officers of the Office, authorised persons of state bodies, obliged entities performing customer due diligence, and legal and natural persons who prove a justified legal interest, defined narrowly by reference to the applicant’s legal position in judicial or administrative proceedings connected with money laundering or terrorist financing. Even then the disclosure is limited to the name and surname, country of residence, month and year of birth, citizenship, and the nature and extent of the ownership interest. Access may be restricted case by case where disclosure would expose the beneficial owner to fraud, kidnapping, blackmail, violence or intimidation, or where the owner is a minor or legally incapacitated. In practice a per-entity lookup of that limited data set remains available free of charge after authentication through the national identification system; there is no anonymous or bulk access.

Personal data are otherwise protected: the register shows the names and functions of natural persons, but the personal identification numbers and residence addresses of individuals are not part of the public display, being taken electronically from official records rather than filed with the court.

Documents that can be obtained from the register

  • Izvadak iz sudskog registra (Extract from the court register) — issued as a current extract containing the main-book data valid on the day of issue, as a historical extract covering everything from incorporation to the date of issue, as a partial extract, or for a defined past period. It shows the name, seat, registration and identification numbers, capital, members, directors and their powers of representation, and any bankruptcy or liquidation proceedings. The electronic extract is a legally valid document, including when printed, and its authenticity can be verified online for a limited period. Notaries may also issue extracts and copies.
  • Rješenje o upisu (Registration decision) — the court’s decision on the registration, delivered together with the identification number; evidence of the registration act itself for bank account opening, statistical classification and tax registration.
  • Ovjerena kopija ili ovjereni prijepis iz zbirke isprava (Certified copy or transcript from the collection of documents) — the articles of association, founding declaration, corporate decisions and specimen signatures, available for public data without proof of legal interest.
  • Godišnji financijski izvještaji (Annual financial statements) — the balance sheet, profit and loss account and notes, with cash flow statement, statement of changes in equity, annual report and audit report for larger entities, retrievable free of charge from the RGFI.
  • Bonitetna informacija BON-1 (BON-1 creditworthiness information) — issued by FINA; it contains general data on the entrepreneur, operating indicators for the past two years, employee numbers and average wages, cash balances over the past year and the entity’s ranking within its size class and industry, with explanations. It is available in Croatian, English and German, and the electronic version is signed electronically. Related FINA products add a credit assessment or cover foreign entities.
  • Izvadak iz Registra stvarnih vlasnika (Extract from the Register of Beneficial Owners) — downloaded by the entity’s authorised representative or proxy, or supplied to third parties as the limited data set described above. Used for anti-money-laundering and know-your-customer purposes.
  • Izvadak iz Obrtnog registra (Extract from the Crafts Register) — for sole traders; an unofficial or official extract can be downloaded free of charge from the crafts register portal.

Frequently Asked Questions

What is the business register in Croatia called?

It is the Sudski registar (Court Register), kept by the commercial courts and published in a single national database at sudreg.pravosudje.hr.

Is the Croatian court register free to search?

Yes. Anyone may inspect the main book and the public data in the collection of documents without proving a legal interest, and the online search is free.

Are sole traders in the court register?

Crafts businesses are not: they are registered in the separate Crafts Register kept under the Ministry of Economy. The trgovac pojedinac, a natural person trading under a firm, is the one sole-trader form entered in the court register.

What is the minimum share capital of a Croatian d.o.o.?

EUR 2,500, with a minimum business share of EUR 10 and at least a quarter of each cash contribution paid before registration. The simple limited liability company can be formed with share capital from EUR 1, fully paid in cash.

Where are Croatian companies’ annual accounts published?

In the Register of Annual Financial Statements kept by FINA, where public access is free and no reason for the request need be given.

Can I look up the beneficial owner of a Croatian company?

Only within limits. Access is restricted by law to the Anti-Money Laundering Office, state bodies, obliged entities and persons proving a justified legal interest, and the data disclosed are limited to name, country of residence, month and year of birth, citizenship and the nature and extent of the interest.

Sources

Keywords

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