Hr Company Formation

---
name: hr-company-formation
description: "Company formation and entity choice in Croatia for 2026, in euro. Covers the limited liability company (d.o.o.), the simplified limited liability company (j.d.o.o.) and the joint-stock company (d.d.); minimum share capital (EUR 2,500, EUR 1 and EUR 25,000), the minimum share and how much must be paid in before registration; the j.d.o.o. legal reserve; notarial, remote and START formation; registration at the commercial court register and its five-working-day decision period; the 2026 court register fees; the OIB; the euro alignment of older companies; annual financial statements to FINA (30 April and six months) and the fine for missing them; and the first profit tax steps (PD return by 30 April, monthly advances). Trigger phrases: register a company in Croatia, d.o.o., j.d.o.o., sudski registar, temeljni kapital, FINA GFI. Out of scope: profit tax computation (hr-corporate-income-tax), VAT (croatia-vat-return), payroll (croatia-payroll)."
license: "AGPL-3.0-or-later (code) / OpenAccountants Guide License v1.0 (content)"
metadata:
  source: openaccountants
  openaccountants_url: "https://www.openaccountants.com/skills/hr-company-formation"
  jurisdiction: "HR"
  tax_year: "2026"
  last_updated: "2026-10-30"
---

# Croatia Company Formation & Entity Choice

Croatia has used the euro since 1 January 2023. The Companies Act (Zakon o trgovačkim društvima, ZTD) states its capital figures in euro since the amendment in Narodne novine (NN) 114/22. All figures below are in euro.

## Entity types, capital and incorporation

- **Limited liability company (d.o.o.).** Društvo s ograničenom odgovornošću, the standard private limited company. It is founded on a company contract signed by all founders as a notarial act or a private document certified by a notary, which can be done electronically; a single founder gives a founding statement before a notary instead (ZTD art. 387(1), (2)).  _(Companies Act, NN 34/22, https://narodne-novine.nn.hr/clanci/sluzbeni/2022_03_34_398.html)_
- **Simplified limited liability company (j.d.o.o.).** Jednostavno društvo s ograničenom odgovornošću. A company with at most five members and one management board member can be founded this simplified way, using the notary's standard record forms annexed to the Act (ZTD art. 390.a(1)).  _(Companies Act, NN 40/19, https://narodne-novine.nn.hr/clanci/sluzbeni/2019_04_40_816.html)_
- **Joint-stock company (d.d.).** Dioničko društvo, used for larger or public ventures. Minimum share capital EUR 25,000 (ZTD art. 162). Lowest nominal amount of a share EUR 1 (art. 163(2)).  _(Companies Act, NN 114/22, https://narodne-novine.nn.hr/clanci/sluzbeni/2022_10_114_1712.html)_
- **Minimum share capital, d.o.o.** EUR 2,500 (ZTD art. 389(2)). Each business share is at least EUR 10 and a whole multiple of ten (art. 390(1)).  _(Companies Act, NN 114/22, https://narodne-novine.nn.hr/clanci/sluzbeni/2022_10_114_1712.html)_
- **Paid-in capital at incorporation, d.o.o.** Before registration each founder must pay at least one quarter of each share taken in cash, and total cash payments must be at least one quarter of the share capital (ZTD art. 390(2)). On the EUR 2,500 minimum that is EUR 625. NN 34/22 deleted the old sentence that required the rest within one year. Shares paid in kind must be paid in full before registration, and if the assets are worth less than the share when the application is filed, the difference is paid in cash (art. 390(3), wording of NN 130/23 art. 45). Cash goes to the company's account at a Croatian credit institution, or to a notary's special deposit account, and the bank or notary confirms it (art. 390(6)).  _(Companies Act, NN 40/19, NN 34/22 and NN 130/23, https://narodne-novine.nn.hr/clanci/sluzbeni/2019_04_40_816.html, https://narodne-novine.nn.hr/clanci/sluzbeni/2022_03_34_398.html, https://narodne-novine.nn.hr/clanci/sluzbeni/2023_11_130_1794.html)_
- **Minimum share capital, j.d.o.o.** EUR 1, with a lowest share of EUR 1, in whole euro (ZTD art. 390.a(3)). Shares are paid only in cash, and the registration application is filed only after all shares are paid in full (art. 390.a(4)).  _(Companies Act, NN 114/22 and NN 111/12, https://narodne-novine.nn.hr/clanci/sluzbeni/2022_10_114_1712.html, https://narodne-novine.nn.hr/clanci/sluzbeni/2012_10_111_2392.html)_
- **Legal reserve, j.d.o.o.** The company must put one quarter of its annual profit, less the previous year's loss, into a legal reserve (ZTD art. 390.a(5)). The reserve may be used to raise capital or to cover losses. Once the capital reaches EUR 2,500 or more, the j.d.o.o. rules stop applying and the company may keep its j.d.o.o. name; it does not have to re-register as a d.o.o. (art. 390.a(7)).  _(Companies Act, NN 111/12, https://narodne-novine.nn.hr/clanci/sluzbeni/2012_10_111_2392.html)_
- **Incorporation, notarisation.** A j.d.o.o. is founded on the notary's record form (ZTD art. 387(3)). Founders' proxies need a power of attorney certified by a notary (art. 387(5)). A d.o.o. or j.d.o.o. can also be founded remotely with a notary, who checks identity by video link (art. 397.f).  _(Companies Act, NN 34/22, https://narodne-novine.nn.hr/clanci/sluzbeni/2022_03_34_398.html)_
- **Incorporation, remote without a notary.** A d.o.o. or j.d.o.o. can be founded remotely through the court register website using the standard forms annexed to the Act (ZTD art. 387(4)). The application then goes only electronically, through the court register website or the START system (Court Register Act art. 52.a(1)). The standard forms annexed to the Act (annexes 1 to 6) cap the formation costs the company bears at EUR 250; on the j.d.o.o. forms (annexes 1 to 4) the cap is also no more than the share capital.  _(Companies Act NN 34/22, NN 114/22; Court Register Act NN 40/19, https://narodne-novine.nn.hr/clanci/sluzbeni/2019_04_40_817.html)_
- **Incorporation, registration.** The company is entered in the court register kept by the commercial courts (sudreg.pravosudje.hr). The company must register at least one e-mail address within three months of being entered (Court Register Act art. 38.b(1)).  _(Court Register Act, NN 40/19, https://narodne-novine.nn.hr/clanci/sluzbeni/2019_04_40_817.html)_
- **Incorporation timeline.** The court must decide within five working days of a complete and well-founded application with its attachments, unless there are justified reasons for longer (Court Register Act art. 53(1)). The period restarts when an incomplete application is corrected (art. 53(3)). It does not run while the court obtains the tax-debt certificates on persons with unpaid public debts (arts. 40.a, 53(4)). Notary and bank steps come on top.  _(Court Register Act, NN 40/19 and NN 123/23, https://narodne-novine.nn.hr/clanci/sluzbeni/2019_04_40_817.html, https://narodne-novine.nn.hr/clanci/sluzbeni/2023_10_123_1697.html)_
- **Court register fees (from 1 June 2026).** Set by the Decree on the Tariff of Court Fees, NN 50/26. An application filed electronically through e-Notar or START pays half the application fee (Tariff no. 25(3)), and the entry fee is halved when the court delivers its decision electronically through e-Notar or START (Tariff no. 26(6)).  _(Uredba o Tarifi sudskih pristojbi, NN 50/26, https://porezna-uprava.gov.hr/Propisi)_

| Fee | d.o.o. (and d.d.) | j.d.o.o. | Tariff |
|---|---|---|---|
| Application for entry | EUR 30 | EUR 10 | Tar. no. 25(1), (2) |
| Entry of formation | EUR 80 | EUR 10 | Tar. no. 26(1), (2) |
| Total on paper | EUR 110 | EUR 20 | |
| Total through e-Notar or START (half) | EUR 55 | EUR 10 | Tar. nos. 25(3), 26(6) |

- **Tax identification number (OIB).** The Tax Administration (Porezna uprava) assigns an OIB by default. A legal person seated in Croatia gets it on the basis of its entry in the official register (Act on the Personal Identification Number art. 8(1), (3)). Croatian citizens and foreign persons with a reason to be tracked in Croatia also hold an OIB (art. 5).  _(Zakon o osobnom identifikacijskom broju, NN 60/08, https://porezna-uprava.gov.hr/Propisi)_
- **Older companies and the euro.** A d.o.o. or j.d.o.o. registered before 1 January 2023 must align its capital and shares with the euro rules at its first change of founding act or contract, status change, or change of a share. The duty has no deadline and does not arise on a share transfer (NN 114/22 art. 21(3), as replaced by NN 130/23 art. 117). The court register makes the alignment entries free of charge (NN 114/22 art. 23).  _(https://narodne-novine.nn.hr/clanci/sluzbeni/2023_11_130_1794.html)_
- **Annual financial statements filing.** Every company files with FINA (Financijska agencija). The balance sheet, income statement and additional data for statistics are due by 30 April for the previous calendar year (Accounting Act art. 50(1)). Statements for public disclosure, with the audit report where one is needed, are due within six months of the year end, so 30 June for a calendar year (art. 47(5)). A company that files the disclosure set by 30 April meets both duties in one filing (art. 50(2)). A company that had no business transactions in the year and holds no assets or liabilities in its books files a statement of inactivity by 30 April instead (art. 47(9)).  _(Accounting Act, NN 85/24, 145/24, 151/25, 59/26, https://porezna-uprava.gov.hr/Propisi)_
- **Fine for not filing.** A company that misses the FINA public-disclosure or statistical filings is fined EUR 1,320 to EUR 13,270, and the responsible person EUR 660 to EUR 2,650 (Accounting Act art. 60(1) points 38 and 40, (2)).  _(Accounting Act, https://porezna-uprava.gov.hr/Propisi)_
- **Annual corporate tax return.** Profit tax is 10% where revenue in the period is up to EUR 1,000,000 and 18% above it (Profit Tax Act art. 28). The PD return is filed within four months of the period end, so by 30 April for a calendar year, and the tax shown is due on the last day of that period (art. 35(1), (2)). Every taxpayer files it electronically (art. 35(3)). Advances are paid monthly, by the end of the month for the month before, at the previous period's liability divided by its number of months (art. 34(1)). A newly started company pays no advances until its first return (art. 34(3)). See hr-corporate-income-tax.  _(Zakon o porezu na dobit, consolidated to NN 151/25, https://porezna-uprava.gov.hr/Propisi)_

## Sources

| Source | URL | Read on |
|---|---|---|
| Companies Act amendment NN 114/22 (euro amounts: arts. 162, 163, 389, 390, 390.a; transitional arts. 21, 23) | https://narodne-novine.nn.hr/clanci/sluzbeni/2022_10_114_1712.html | 2026-10-30 |
| Companies Act amendment NN 130/23 (art. 117 replacing NN 114/22 art. 21(3); wording of arts. 390, 390.a) | https://narodne-novine.nn.hr/clanci/sluzbeni/2023_11_130_1794.html | 2026-10-30 |
| Companies Act amendment NN 34/22 (arts. 387, 390, 397.f; remote formation) | https://narodne-novine.nn.hr/clanci/sluzbeni/2022_03_34_398.html | 2026-10-30 |
| Companies Act amendment NN 40/19 (arts. 390(2), 390.a(1)) | https://narodne-novine.nn.hr/clanci/sluzbeni/2019_04_40_816.html | 2026-10-30 |
| Companies Act amendment NN 111/12 (art. 390.a: j.d.o.o.) | https://narodne-novine.nn.hr/clanci/sluzbeni/2012_10_111_2392.html | 2026-10-30 |
| Court Register Act amendment NN 40/19 (arts. 38.b, 52.a, 53(1)) | https://narodne-novine.nn.hr/clanci/sluzbeni/2019_04_40_817.html | 2026-10-30 |
| Court Register Act amendment NN 123/23 (art. 53(3), (4)) | https://narodne-novine.nn.hr/clanci/sluzbeni/2023_10_123_1697.html | 2026-10-30 |
| Uredba o Tarifi sudskih pristojbi, NN 50/26, Tariff nos. 25, 26 (Tax Administration register of regulations) | https://porezna-uprava.gov.hr/Propisi | 2026-10-30 |
| Zakon o računovodstvu, consolidated NN 85/24, 145/24, 151/25, 59/26, arts. 47, 50, 60 | https://porezna-uprava.gov.hr/Propisi | 2026-10-30 |
| Zakon o osobnom identifikacijskom broju, NN 60/08, arts. 5, 8 | https://porezna-uprava.gov.hr/Propisi | 2026-10-30 |
| Zakon o porezu na dobit, consolidated to NN 151/25, arts. 28, 34, 35 | https://porezna-uprava.gov.hr/Propisi | 2026-10-30 |

Not yet confirmed: the current wording of each Companies Act and Court Register Act article was checked against the amending acts in Narodne novine listed above, not against a single official consolidated text (Narodne novine publishes none after NN 152/11); notary fees for the founding documents (set by the notarial tariff, not read); bank charges and practice for the capital account; the FINA fee for public disclosure (fina.hr not read for this update); whether a foreign founder needs a court interpreter at the notary (the old secondary source said so, no official text read).

## Today's figures and who stands behind this skill

This file is an AI skill (tax rules your AI follows) from OpenAccountants, copied on 2026-10-30. Rates, thresholds and deadlines change. For the current version of this skill, its official sources and the named accountant (if any) who stands behind it, call `get_skill` with slug `hr-company-formation` on the OpenAccountants connector (https://www.openaccountants.com/connect), or read https://www.openaccountants.com/skills/hr-company-formation. If neither is available, confirm every figure against the official source pages cited above before relying on it.