A LIMITED COMPANY
1. Choose d.o.o. ili j.d.o.o.
1.1. What are the basic differences?
Advantages of establishing a d.o.o. or j.d.o.o. is the lack of restrictions on education and occupation, as is the case with trades. In a limited liability company it is possible immediately register all legally permitted activities, which at the beginning the entrepreneur may not perform, but will create a presumption that he will start performing them when it decides to do so and fulfills legal obligations (eg minimum technical requirements for catering and trade and food production - meeting all conditions defined by laws and regulations relating to food production).
The entrepreneur is not liable with his entire property for any incurred debts to the state, but only up to the amount of share capital (min. HRK 20,000.00). It is easier to transfer a company to another person (sell stakes or the whole company) than when it comes to trades. If the owner of the d.o.o. works for another employer, he has no obligation to pay monthly contributions because he is already insured with the employer. It is easier to report costs than in a trade where the costs are only what is really paid for. In the case of a company, everything for which there is a valid invoice is recognized as an expense. Disadvantages of establishing a d.o.o. are the amount of establishment costs (around HRK 3,000.00) and any change in data is expensive because it requires publication in the Official Gazette and notary fee. A limited liability company is required to keep double-entry books, which means a higher price for bookkeeping services. The closing process is also more expensive and complicated (HRK 600.00 for j.d.o.o., HRK 2,500.00 for d.o.o.). It is necessary to emphasize how every kuna you entrepreneur earns or consumes, and affects the change of balance (visible on the statement from the giro account), there should be a valid document (invoice, contract).
1.2. What are the costs when establishing?
The differences between d.o.o. and j.d.o.o. the forms of the company at the time of establishment are primarily related to the amount of share capital and the costs of establishment. See this and additional differences during the establishment in the table below.
| # | D.O.O. | J.D.O.O. |
|---|---|---|
| Minimum share capital | 20.000,00 kn * | 10,00 kn |
| Court fees at establishment | 400,00 kn | 60,00 kn |
| The cost of a notary public at inception | oko 2.800,00 kn | oko 500,00 kn |
| Number of founders | neograničen | najviše pet |
| Number of board members | neograničen | samo jedan |
* The share capital does not have to be equal, and the minimum amount of share capital in a d.o.o. amounts to HRK 20,000.00. A payment of HRK 5,000.00 can be made upon establishment, and the rest must be paid within one year.
2. Opening steps
2.1. Preparing for registration
Before you start the registration process, you need to define a few things:
Your business name
On the Court Register page
you can check the available names for your company.
If the search engine does not find anything or finds an entity of the same or similar name,
but writes that the entity has been deleted, then the name is not used by another business
entity.
However, we recommend an additional verification step , which is to call the
commercial court and ask if your preferred name can be used, because no matter what name
does not appear in the search engine
may be rejected by the commercial court.
Activity Selection
Review and select the activities that your company will engage in at the link NKD 2007 with explanations .
When registering a company, you can enter as many activities as you want (the price does not change), however, each subsequent addition of activities is charged. Therefore, consider what registered activities you might need in the future.
Company headquarters
When registering a company, it is mandatory to report the business address (headquarters).
If you rent business premises from another person (either business or natural), you must have a lease agreement. If you intend to work from home, you still need to enter into a rental agreement with yourself or your own real estate.
2.2. Registration
There are two ways to register:
a) Online procedure through the website
START combines several previous steps and procedures into one process:
Company registration in the court register
Craft entry in the Craft Register
Registration in the Register of Business Entities
(Central Bureau of Statistics)
Entry in the register of taxpayers, register of VAT
payers and / or assignment of VAT ID number
(Tax Administration)
Registration in the HZMO system
Electronic payment of fees and share capital
Applying for a transaction account in a bank
The START electronic service can only be accessed if you have a credential, ie a security level 4 certificate. Such a level of security is provided by an electronic identity card (eOI) and a FINA certificate, which is used for E-tax services, E-pension, E-health, etc.).
personal computer with internet access and 1360 x
768 minimum screen
high security credentials or a certificate with
a qualified electronic signature such as:
Electronic Identity Card (eOI)
- The eOI activation procedure can be performed on the page
eid.hr where the software package for the signature
solution is also available
- You can check the status of the certificate on the eOI here.
FinaCertRDC certificate on QSCD crypto device
- The procedure for downloading Fina certificates and software are available here.
software package installed for the
signature solution you use
card reader if you use certificates on
the card
valid credit or debit card (Visa,
MasterCard, Maestro)
active Personal user box (e-Citizens) for
all participants in the process
one of the supported browsers: Google
Chrome 59+, Mozilla Firefox 54+, Mozilla Firefox ESR 52+
one of the supported operating systems: 32-bit and 64-bit versions of Microsoft Windows (version 7 and higher) and Ubuntu (16.04 .2 and higher versions)
start a remote business
START provides you with a complete electronic business start-up service for companies and trades, without coming to the physical locations of the competent institutions, without the need to gather partners for the purpose of concluding a contract and without a proxy.
fewer steps - 1 procedure instead of existing 7
START integrates several previous steps and procedures into one process, connecting institutions and banks into one electronic entity, and their services in one e-form. The ultimate goal is to achieve maximum process automation: the user enters the system once, enters all the necessary data for all process stakeholders, gives consent to share this data and waits for information that the process is running business for his company or business successfully completed.
one input for communication with all stakeholders / institutions
After logging in and selecting the service, in parallel with downloading user data from the OIB system, the input form opens through which the user enters all the data necessary for the process of starting a business (entry in the basic registers, registers of the Tax Administration, HZMO, data for banks).
data collection and input "only once"
The START system, in communication with other services, after user authentication via OIB collects user data from official records (Records of assigned personal identification numbers of citizens, Databases on residence and stay of citizens and Records of identity cards, Records of personal identification numbers, etc.). The user enters only those data that in official records are not available. The data entered in one request is taken into other requests, the system packs them and distributed together with the documents to the institutions in which they are processed.
shorter
In addition to changes in legislation in terms of shortening the deadlines for the establishment of a company, in the preparation of the START system to the competent authorities guidelines are also given on the priority of resolving complete applications submitted electronically. They are available to the user within the system information on the legal deadlines for making a decision, and on changing the status of its application in certain institutions.
lower costs
The amendment to the Companies Act abolishes the need for notarization of founding acts and they are also generated electronically by the signature of the participants, they sign within the application solution for the establishment of distance companies. By amending the Law on Court Fees amount court fees for electronically filed applications have been reduced by 50%. The possibility of starting a business from one's own home also brings savings to users, without the need to gather participants.
fewer documents - more information
The START system minimizes the currently required paper documentation with a tendency to eject completely. They are created within the system electronic documents that are exchanged between institutions together with verified and signed data.
availability 24/7
START allows you to plan the process of starting a business in accordance with your obligations and choose the method of information tailored to your habits. The system provides user instructions and a series of brief information about services, process, options, etc., in order for users to be as independent as possible in their work.
(Source)b) Using the services of a notary public
If you do not have the conditions to access the START application, then you must access the company registration using the services of a notary public.
The notary public verifies the documents required for company registration. A notary public must have an identity card or passport (mandatory for foreign citizens). The presence of all founders and other persons whose signatures need to be verified is mandatory.
With a notary public, you pay the bill for his services.
Carry certified documents from the notary public to the HITRO.HR (FINA) counter where you will receive payment slips for the payment of fees and share capital. After making the payments, take the proof of payment back to the HITRO.hr office. After that, you wait for HITRO.hr register your company in the court register as well as register it with the Central Bureau of Statistics (NKD). This process usually takes 2 to 3 days after which you will be invited to the HITRO.hr office to pick up your enrollment decisions.
3. Steps after registration
There are a few more steps you need to take after registering your business. Read below what the steps are.
3.1. Entry in the Register of beneficial owners
A legal entity established after 1 December 2019 is obliged to enter the data on the beneficial owner in the Register no later than within 30 days from the establishment of the legal entity , and the trust manager is obliged to trust which has become obligated to the OIB in the Republic Enter the data on the actual owner of the trust in Croatia within 30 days from the assignment of the OIB.
1. using the Financial Agency web application using a business certificate or
2. in the branches of the Financial Agency on the forms provided for that purpose.
Legal entities organized as: d.o.o., j.d.o.o., k.d., j.t.d., g.i.u, branches of foreign companies and institutions fill Form RSV-1.
The following is authorized to enter data on beneficial owners:
a person authorized to represent a legal entity or an authorized person;
trust manager, for a trust managed or authorized person.
If the authorized person enrolls via a web application, he / she must have a digital business certificate in his / her name.
If the authorized person performs the registration at the counter in the Fina branch, a copy of the official personal file must be attached to the completed form. document, enter your name and surname in the form for entering the name and surname of the person authorized to enter data in the Register and sign the form.
3.2. Stamp making
The stamp should include the company name and address (can only be the city of headquarters). A copy of the Decision on the entry of the company in the Court Register is required for the production of the seal. The cost of making a stamp is 150 - 200 kn.
3.3. Opening a bank account
What do you need to open a business bank account?
copy of identification documents (identity card for residents, identity card or passport for non-residents)copy of the decision on entry in the court register or the register of the competent authority (if entry in the register is prescribed)
notification on classification according to the National Classification of Activities by the Central Bureau of Statistics
excerpt from the register of beneficial owners
other documents at the request of the bank
Which package to choose? mBanking or netBanking?
The mBanking package includes payment of orders via mobile phone, while with netBanking you do the same via your computer. netBanking is more expensive because it provides more features from mBanking. The biggest advantage of netBanking in relation to mBanking is that through netBanking you can buy and sell foreign currency yourself, while with mBanking you do not have that option. You may need to buy or sell foreign currency if you receive payments from abroad or make payments abroad.
3.4. Tax return
Within 8 days from the moment of starting the activity, it is necessary to register the trade with the Tax Administration competent according to the residence of the tradesman, for the purpose of entry in the register of taxpayers. To register in the register of taxpayers it is necessary to fill in the RPO Form which can be purchased in the Official Gazette or downloaded from Tax Administration website.
3.5. Pension and health insurance
Crafts must be registered in the pension and health insurance system.
To apply for pension insurance, purchase the following forms in the Official Gazette:
Stationery M - 11P
Form M - 1P.
Fill in the basic data on the above forms and put the stamp and signature of the business owner. When submitting the above forms required is to attach the following documentation:
Copy of the decision on starting a business.
burgundy tradesmen working for another employer do not register with the pension and health insurance system.
3.6. Domain registration for a website (optional)
I can register a free .hr domain :
legal entities (companies, associations, political parties and other organizations with legal personality) registered in the Republic of Croatia;
natural persons who perform registered independent activity in the Republic of Croatia (tradesmen, artists, doctors, etc.) ...
Each user is entitled to only one free domain.
A corporate domain name must contain one of the following options:
registered name or
registered abbreviated name or
an abbreviation of the first letters or syllables of a multi-part registered name.
