Question 1

Starting a company: necessary steps?

Accepted Answer

The procedure for opening LLC is as follows:
1. Choose company name
2. Selection of activities
3. Business premises
4. Signing of the Articles of association / Deed of incorporation of LLC before a notary public
5. Share capital payment
6. Registration with the Commercial Court
7. Croatian Bureau of Statistics - business Classification Notice
8. Obtain corporate seal
9. Opening a bank account
10. Company registering with the Tax Administration
11. Registering with the Croatian Pension Insurance Institute (HZMO)
12. Registering with the Croatian Health Insurance Fund (HZZO)
13. Decision on meeting minimum technical requirements

Question 2

Starting a business for foreigners: necessary steps?

Accepted Answer

The company in the Republic of Croatia can be founded by foreigners in the same way as it is done by the citizens of the Republic of Croatia. However, as a first step, it is necessary to obtain the PIN (OIB) of the founder of the future company.

Question 3

Liquidation of a society: necessary steps?

Accepted Answer

The necessary steps to liquidate the company are:

1. Decision to terminate the company
2. Fulfilment of the conditions for the liquidation of the company - it is necessary that the assets of the company exceed the liabilities of the company
3. Initiation of proceedings (liquidation) - Decision to terminate the company in the form of a notarized document
4. Invitation to creditors
5. Completion of proceedings (liquidation) - a report on executed liquidation and a proposal on the division of assets

Question 4

Bankruptcy of a society: what is it?

Accepted Answer

Bankruptcy is a special non-contentious procedure carried out with the aim to collectively settle all of the bankruptcy creditors by encashing the debtor’s assets and distributing the collected funds to the creditors.

The collective settlement of all the bankruptcy creditors of the bankruptcy debtor carried out by liquidating its assets and distributing the collected funds to creditors will result in cessation of the debtor as a legal entity, unless the creditors of the bankruptcy debtor accept the bankruptcy plan to which the bankruptcy debtor agrees.

The proposal to institute bankruptcy proceedings will be submitted to the court on a prescribed form and will contain information for the identification of the debtor and the applicant and a list of the debtor's assets and liabilities. A proposal to institute bankruptcy proceedings can be submitted by: - a creditor who makes it plausible that its claim and bankruptcy grounds exist or - a debtor.

Question 5

Bankruptcy of a society: necessary steps?

Accepted Answer

Bankruptcy proceedings are as follows:

1. Prior proceedings (optional, facultative) – carried out for the purpose  of determining the prerequisites for instituting bankruptcy proceedings
2. The court's decision on instituting, conducting and closing the bankruptcy proceedings, the appointment of the bankruptcy manager and the bord of creditors
3. Test and reporting hearing
4. The filing of creditors' claims to the bankruptcy manager, within 60 days following the date of publication of the decision
5. After examining the validity of the claimed claims, the encashing the assets follows, and the encashed assets are distributed or paid to creditors in an appropriate percentage according to various payment lines, i.e. the bankruptcy course is conducted in accordance with the adopted bankruptcy plan
6. Final hearing
7. Decision on the conclusion of bankruptcy proceedings
8. Conclusion of proceedings and removal of the company from the Court Register

Question 6

Due diligence in Croatia: Why is it necessary?

Accepted Answer

Due diligence does not have a standard definition because its scope and main characteristics change on a case-by-case basis. One general definition could be: due diligence is the process of analysing a business entity before, during and after a business transaction aimed at increasing its transparency by disclosing information relevant to the success of the transaction. A comprehensive due diligence includes financial and tax analysis, legal analysis, technology analysis, human resources analysis, business operations and post-transaction analysis.

Question 7

Due diligence in Croatia: What does the process look like?

Accepted Answer

The process involves the examination of macroeconomic and industrial conditions. The company that anyone wants to buy examines the entire business: equipment, assets, quality of management, marketing, production, risks arising therefrom, etc. Due diligence usually lasts from weeks to months in practice, depending on complexity.

Question 8

M & A: What is it?

Accepted Answer

M & A (Mergers and acquisitions) is an umbrella term that describes the merger between two companies. From a legal point of view, mergers are legal consolidation of two entities into one, while acquisitions occur when an entity assumes ownership of shares, shares or assets of another entity. From a commercial and economic point of view, both types of transactions mainly result in consolidation of assets and liabilities in one entity, and the difference between “mergers” and “acquisitions” is less clear.

Question 9

Excerpt from the court registry: what is it?

Accepted Answer

An excerpt from the Court Register is a document containing data entered in the main ledger valid on the date of issue. On a special request, a data extract may be made:
1. for a certain period of time
2. historical extract containing all recorded data from the date of entry of the establishment until the date of issue (historical extract)
3. special extract (extract containing only a part of the data entered on the recordal subject)

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