The Non-Disclosure Agreement (NDA), also known as the Non-Disclosure Agreement (NDA), is a key legal instrument that protects the confidentiality of important business information. Its main objective is to ensure that parties who have access to confidential information will not use this information to their advantage or disclose it to third parties. The following are described the key elements that should be included in any nondisclosure agreement to ensure maximum protection and clarity.
Definitions of confidential information
Description of information: Specify precisely which information is considered confidential. These can be technical data, marketing plans, business strategies, client lists, and other sensitive data.
Exemptions: Specify which information is not confidential. This may be information that is already publicly known or that the recipient already knows from other sources.
Obligations of the parties
The parties to nda contracts are generally, on the one hand, the recipient of the information and on the other hand the provider or dispenser of the information. In some exceptional cases, both parties both provide and receive confidential information.
Obligations of the recipient: are predominantly reduced to the obligation of secrecy and restriction of the use of information solely for the purpose specified in the contract.
Discoverer obligations: are mainly reduced to obligations to provide certain information or support in connection with business cooperation.
Contract Duration
Each NDA must indicate how long after the end of the contract, the recipient must keep the information confidential. In most cases, deadlines of 2 to 5 years are contracted, but with larger corporations and larger projects it is not uncommon to contract and unlimited secrecy.
In any case, it is recommended to agree on the duration of the non-disclosure agreement, e.g. until the completion of the project or a few years after the completion of the project.
Legal consequences
Sanctions for breach of contract may be property in the sense of compensation for damages or payment of penalties or criminal ones within the meaning of conviction for a criminal offence if so provided for by applicable law.
Jurisdiction and applicable law
Jurisdiction: In any contract with an international element i.e. if both parties are not from the same country, it is necessary to agree which court will have jurisdiction to resolve any disputes. If both parties were from Croatia, then the Croatian court has jurisdiction, and in that case it is not possible to agree on the jurisdiction of the Croatian court. If the parties do not wish to entrust the resolution of the dispute to the court, it is possible to arrange private arbitration. Applicable law: In any contract with an international element, it is recommended to contract the law of the state that will be applicable to the settlement of any disputes. If both parties were from Croatia, then Croatian law is applicable, and in that case it is not possible to agree that the law of another state would be applicable.
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The right of succession is a key segment of civil law governing the transfer of the rights and obligations of the deceased person (deceased) to other persons (heirs). In the Republic of Croatia, succession is regulated by the Law on Succession. Succession can be based on law (statutory succession) or on will (testamentary succession). In this article, we will deal with hereditary orders in legal succession.
Key concepts and elements
Legal succession: If the deceased has not left a valid will, the succession takes place according to legal regulations. The law determines the order of heirs (succession orders), where the closest relatives have the right to inheritance. With the death of an testator who has no heir to the estate, he passes to the municipality, i.e. the city specified by this Act, which thereby gains the same position as if they were the testator’s heirs, which they cannot renounce.
Under the deceased’s law, all his descendants, his adoptive parents and their descendants, his spouse, his parents, his adoptive parents, his siblings and their descendants, his grandparents and their descendants, and his other ancestors inherit.
Under the law, the deceased is also inherited by his common-law spouse who is equal in the right of succession to the marital one. An extramarital union is considered to be a life union between an unmarried woman and an unmarried man that lasted for a long time and ceased with the deceased’s death, provided that the prerequisites required for the validity of the marriage were met.
Hereditary orders
Understanding hereditary orders is extremely important because heirs of a closer order of succession exclude from the inheritance persons of a further order of succession. Thus, the first order of succession excludes the second, the second excludes the third, etc.
The first order of succession
The deceased in the first order of succession is inherited above all by his children and his spouse, in equal shares. The part of the estate that would have belonged to the deceased child before the deceased had he outlived the deceased is inherited by his children, the deceased’s grandchildren, in equal parts, and so on as long as there are descendants of the deceased (the so-called right of presentation).
Second order of succession
The deceased in the second order of succession, who has left no descendants, is inherited by his parents and his spouse. The testator’s parents inherit one half of the estate in equal parts and the other half of the estate is inherited by the deceased’s spouse. If both parents died before the deceased, the spouse inherits the entire estate. If there is no spouse left behind, the testator’s parents inherit the entire estate in equal shares. If one deceased parent died before the deceased, the portion of the estate that would have belonged to him if he had outlived the deceased is inherited by the other parent.
If one deceased parent died before the deceased who did not leave the spouse, the part of the estate that would have been given to him if he had outlived the deceased is inherited by his children (the testator’s siblings), his grandchildren and great-grandchildren and his descendants, according to the rules for the case when the testator is inherited by his children and other descendants. If both of the testator’s parents died before the deceased who did not leave the spouse, the portion of the estate that would have belonged to each of them if he had outlived the deceased is inherited by the descendants. In all cases, the deceased’s siblings inherit the father’s share of the estate in equal shares only through the father, brothers and sisters inherit the mother’s share in equal shares only through the mother, and siblings inherit in equal shares with the paternal siblings the father’s share, and with siblings by mother the mother’s share.
If one deceased parent died before the deceased who did not leave the spouse and did not leave any descendants, the part of the estate that would have been given to him if he had outlived the deceased is inherited by the other parent, and if he also died before the deceased who did not leave the spouse, his descendants inherit what would have belonged to both parents.
Third order of succession
In the third order of succession, grandparents inherit the same lineage in equal parts. If one of these ancestors of one lineage died before the testator, the part of the estate that would have belonged to him if he had outlived the deceased is inherited by his children, his grandchildren and his further descendants, according to the rules for the case when the testator is inherited by his children and other descendants. In everything else, the inheritance rights of grandparents of one line age and their descendants are governed by the rules according to which the testator’s parents and their descendants inherit. If the grandparents of one lineage died before the deceased, and left no descendants, the part of the estate that would have belonged to them if they had outlived the deceased is inherited by the grandparents of the other lineage, their children, their grandchildren and their further descendants.
The fourth order of succession
In the fourth order of succession, the deceased who left neither descendants nor parents, nor did they leave any descendant, nor did they leave any descendants, nor did they leave any descendants, is inherited by his great-grandparents. One half is inherited by great-grandparents on the father’s side, and the other half is inherited by great-grandparents on their mother’s side. Of the part that belongs to the deceased’s great-grandparents on the father’s side, one half is inherited equally by the parents of his paternal grandfather, and the other half by the parents of his paternal grandmother. Both great-grandparents and great-grandmothers on their mother’s side inherit the part that belongs to them. If he does not have any of these ancestors, the part that would have belonged to him if he were alive is inherited by an ancestor who was his spouse. If there is not one pair of these ancestors, the parts that would belong to them if they were alive are inherited by another pair of the same lineage. If there are no great-grandparents of one lineage, the part of the estate that would belong to them if they were alive are inherited by the great-grandparents of the other lineage.
Other successive orders
Behind the deceased’s great-grandparents are inherited by further ancestors, in order, according to the rules by which his great-grandparents and his great-grandmothers inherit.
Assets without an heir
In this case, the deceased’s real estate and their equal rights pass to the municipality, i.e. the city in whose territory they are located. Movables and their equal rights pass to the municipality, i.e. the city where the deceased was domiciled at the time of death on the territory of the Republic of Croatia. If at the time of death the deceased did not have domicile in the territory of the Republic of Croatia, and he was resident, movable property and their equal rights transfer to the municipality, i.e. the city where the deceased was resident on the territory of the Republic of Croatia at the time of death. If at the time of death in the territory of the Republic of Croatia the deceased did not have his domicile or residence, movable property and the rights equal with them pass to the municipality, i.e. the city where the deceased was registered in the register of citizens of the Republic of Croatia at the time of death.
The right of succession in Croatia is regulated by a law that prescribes in detail who and under what conditions can inherit the deceased’s property. It is important to keep in mind the complexity of this legal area and in case of need to hire professional legal assistance. In case you need legal advice or a lawyer regarding the right of succession, please feel free to contact us at:
The purchase and sale of real estate in the Republic of Croatia is regulated by the Law on Obligations, the Law on Ownership and Other Real Rights and the Law on Land Registry. Buying and selling real estate involves several important steps, from finding and verifying real estate, through contracting, to formal transfer of ownership rights and registration in the land registry.
The main elements and steps
Verification of the title deed: Before deciding to buy a property, it is necessary to check the situation in the land registry in order to determine the legal status of the property (ownership, charges, rights of third parties). In addition to an overview of the legal condition of the property, it is necessary to check in detail the actual condition of the non-rentine and any existing defects.
Pre-contract: If the non-rent cannot be purchased immediately (e.g. a loan must be obtained, or a mortgage must be erased), a pre-contract is often concluded that defines the basic conditions of future purchase and assumes the obligation to conclude the main purchase agreement. The pre-contract should be certified by a notary public, and the recommendation is to hire a real estate lawyer to draft the pre-contract.
Down payment: Down payment is insurance against non-fulfillment or withdrawal from concluding a contract. The basic rule in practice is that if the buyer withdraws from the contract, he loses the down payment, and if the seller withdraws, he is obliged to pay the buyer a double down payment. As a rule, it is recommended to contract a down payment in the amount of between 5 and 10% of the agreed price of the property.
Drafting the main contract: The contract on the sale of real estate should be in writing and certified by a notary public. The contract must include all the essential ingredients, agreements and the process of buying and selling, such as an accurate description of the property, price, payment deadline, handing over, regulating possible mortgages and loans, the condition of the property at the time of takeover and the like. It is recommended that a real estate lawyer be hired to draw up a real estate attorney to draw up a real estate contract.
Taxes: If the property is not in the VAT system, which are usually only newly built real estate or real estate that were used exclusively for business purposes, then real estate transfer tax is paid. Real estate transfer tax is paid by the buyer. Real estate transfer tax in 2024 is 3% of the value of the property. The value of the property is determined by the tax administration regardless of the indicated price on the purchase agreement. The notary will deliver the contract on purchase ex officio to the Tax Administration, which will then deliver the tax decision to the buyer.
Transfer of ownership: As a rule, after the conclusion of the contract, the buyer pays the agreed purchase price, after which the seller issues a tabular document on the basis of which a proposal for registration of ownership rights will be submitted to the land registry court.
Tabular document in the process of buying and selling real estate
A tabular document is a key document in the legal transaction of real estate in the Republic of Croatia. With this document, which may be issued as a separate document or as a clause in the purchase agreement, the seller gives his unconditional consent to transfer the right of ownership to the buyer. It is extremely dangerous and it is not recommended to issue a tabular document before the seller fully receives the total purchase price.
The safest way to conduct the purchase and sale of real estate in Croatia is through a deposit or deposit. This is done in such a way that the buyer, on the one hand, deposits money in a special account, while the seller, on the other hand, deposits a tabular document. The deposit is often made through a notary public, and it is also possible with a lawyer. After the buyer is registered in the land register as the owner, money is transferred to the seller from the deposit. If for some reason there would be no registration of ownership rights, the money is returned to the buyer and the transaction is canceled.
Registration in the land register: Possession of a valid tabular document is a prerequisite for applying for the registration of changes in the land register. Registration in the land register is crucial for the acquisition of ownership rights and for the legal certainty of the transaction.
Buying and selling real estate has a lot of details to look out for, so it is always recommended to hire a real estate lawyer, or professional legal advice. For real estate purchase and sale questions feel free to contact us at:
Salary represents a basic right of employees, is a reflection of the value of work and a key factor for satisfaction and motivation in the workplace. In this article we will deal with an overview of the basic elements of salary and salary compensation, in accordance with Articles 90 to 97 of the Croatian Labor Act. Studying this topic will enable a better understanding of the complexity and importance of wage regulation in the employment relationship.
Basic elements of salary:
Salary is legally defined as the receipt of a worker paid by the employer to a worker for the work performed in a given month.
The salary may consist of the following elements:
Basic salary: the basis for calculating the salary, which, as a rule, is fixed and determined by the employment contract.
Additions: supplements are cash receipts of workers that a worker realizes on the basis of a special regulation, collective agreement, labour regulations or employment contracts proportionate to working hours under certain conditions (difficult working conditions, overtime, night work, work on Sundays, work on holidays, etc.) and which he achieves independently of effective work (increase for years of service, etc.), i.e. which, in accordance with the prescribed, established or contracted criteria and level, is achieved depending on the achieved business results and work performance (incentives, etc.)
Other receipts: are workers’ receipts paid by the employer to the worker in cash or in kind on the basis of a collective agreement, labour regulations, employer’s act or employment contract.
Under salary is always considered a salary in a gross amount consisting of the amount for payment to the worker and public benefits from the salary (the so-called Gross 1 salary). The total cost of salary (the so-called gross 2 salary) is the cost of gross 1 salary plus the cost of public benefits on salary in accordance with the regulations on taxes and contributions.
Method of determining salary
The salary must be contracted, determined or prescribed in gross terms.
If the basis and criteria for the payment of wages are not regulated by a collective agreement, an employer who employs at least 20 workers is obliged to determine them by the labour regulations, and the employer who is not obliged to adopt the rulebook or the rulebook on work has not established the basis and criteria, is obliged to contract them with an employment contract concluded with the worker. It is important to emphasize that the basics and criteria for the payment of workers’ salaries cannot be a trade secret. This means that an employer who would like to establish the basis and criteria for salary by the labour regulations would have significantly narrowed room for manoeuvre to contract the secrecy of wages.
Equality of pay between men and women
The employer is obliged to pay equal pay to the worker and the worker for equal work or for work of equal value.
Work of equal value is performed by two persons of different sexes if the work performed by one of them is of the same value as the work performed by the other, taking into account the qualification acquired by a certain level of education and the nature of the work determined according to objective criteria such as the required knowledge, skills, responsibility and autonomy and the conditions in which the work is carried out.
Salary payment
Salary, salary compensation and other cash receipts are calculated and paid to the worker on his transaction account. Public payroll and salary benefits are paid to prescribed payment accounts in a manner and within deadlines in accordance with the regulations on taxes and contributions. Exceptionally, other receipts and receipts based on employment may be paid in cash, but in compliance with tax and contribution regulations.
Salary documents
The employer is obliged, no later than 15 days from the date of payment of salary, salary compensation, severance pay or compensation for unused annual leave, to submit to the worker a calculation from which it is evident that these amounts are determined. An employer who, on the day of maturity, fails to pay the salary, salary compensation, severance pay or compensation for unused annual leave or does not pay them in full shall, by the end of the month in which their payment to the worker is due, submit:
1. calculation in which the total amount of salary, salary compensation, severance pay or salary compensation for unused annual leave will be shown in the prescribed content
2. calculation of the amount of salary, salary compensation, severance pay or salary compensation for unused annual that he was obliged to pay in the prescribed content.
The above-mentioned payrolls are enforcement documents, which means that the employee can enforce the employer on the basis of salary calculation directly through the Financial Agency by blocking the account, or through the court on other assets (real estate, movable property, etc.).
Right to increased salary
For difficult working conditions, overtime and night work, and for work on Sundays, holidays and non-working days established by a special law, the worker is entitled to an increased salary, in the amount and in the manner determined by the collective agreement, labor regulations or employment contract, whereby the increase for each hour of work on Sundays may not be less than 50%
Difficult working conditions are working conditions for which the employer’s risk assessment identifies dangers, harms and efforts that could cause harmful consequences for the safety and health of workers.
If the salary increase is not specifically regulated, then the worker is entitled to the so-called adequate salary. An appropriate increase in salary is considered to be an increase that is regularly paid for such work, and if it is not possible to determine it, the worker exercises the right to an increase determined by the court according to the circumstances of the case.
Salary compensation
For periods in which he does not work for justified reasons determined by law, other regulations, collective agreements, labour regulations or employment contracts, the worker is entitled to salary compensation.
The employee is entitled to salary compensation during the interruption of work that occurred through the fault of the employer or due to other circumstances for which the worker is not responsible.
A worker who refuses to work due to unimplemented prescribed measures of health and safety at work is entitled to salary compensation for the time until the prescribed measures for the protection of health and safety at work are implemented, if during that time he does not perform other appropriate tasks.
The amount of salary compensation is determined by this or other law, other regulations, collective agreement, labor regulations or employment contract, and if not so determined, the worker is entitled to salary compensation in the amount of the average salary earned in the previous three months.
If the worker has not achieved a salary in the previous three months, the amount of the salary compensation shall be determined in relation to the amount of the salary he would have earned in the same period if he had worked.
Prohibition of set-off
The employer may not, without the consent of the employee, collect his claim against the worker by denying the payment of the salary or some part of it, or by denying the payment of the salary compensation or part of the salary compensation. An employee may not give such consent before the claim is made. Therefore, the only way for an employer to compensate for some of his claims against the worker is for the worker to issue written consent after he has received a salary that would serve for such compensation. An exception to this would be the situation when the employer has an enforceable document against the worker and blocks his account, in which case the worker will be forcibly withheld a certain amount on the basis of enforcement.
This article is informative and does not constitute legal advice. For professional legal assistance, the engagement of specialists in the field of labor law is advised.
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In this article you can find detailed instructions on how to obtain work permit in Republic of Croatia for the purpose of self-employment of foreigners as couriers and delivery workers.
General employment law provisions
In the Republic of Croatia, it is possible to perform the job of a delivery worker in three ways. In accordance with Article 221d of the Labor Code, the courier may be employed directly by the digital platform, or directly by the aggregator, i.e. a company engaged in the activity of representation or mediation for one or more digital platforms (intermediaries).
However, in accordance with Article 221f of the Labor Code, other natural persons who are not employed by the digital platform or aggregator can perform delivery activities as self-employed persons (through a company or craft) if they have a contract with a digital platform (e.g. Glovo).
A third-country national (foreigner) is any person who does not have Croatian citizenship, who does not have the citizenship of an EEA Member State (EU countries, Norway, Iceland and Liechtenstein) or the Swiss Confederation, and who has the citizenship of a third country or is a stateless person.
Therefore, for foreigners who are currently residing in Spain and who do not have a regulated long-term residence in Spain (continuously 5 years of stay in Spain in order to exercise the right of long-term residence) and for foreigners who do not currently reside in Spain, and if they do not have the above citizenship, the same rules from Foreigners Act apply for the arrival to the Republic of Croatia for the purpose of residence and work as a self-employed person.
In the case of self-employment of a foreigner in a company in which a foreigner has an ownership stake of at least 51% or in a craft in which a foreigner has an ownership stake at least 51% the police administration independently issues residence and work permit, in which case it is not necessary to conduct a labor market test and obtain a positive opinion of the Croatian Employment Service.
Thus, to obtain a residence and work permit for the purpose of self-employment, it is necessary to meet the following criteria:
General conditions:
Conditions related to an established company or craft:
Tax liabilities of companies
In Croatia, companies pay corporate profit tax amounting to 10% to 1 million EUR in revenue or 18% if the company generates over 1 million EUR in revenue.
Corporate profit tax is determined for a tax period, which is usually a calendar year. The tax base (10% or 18%) is determined based on data recorded in business books.
The company pays an advance tax based on a tax return for the previous tax period (the previous calendar year) and the advance is paid monthly until the end of the month for the previous month in the amount obtained when the tax liability for the previous tax period (the previous calendar year) is divided by the number of months of the same period.
The company that begins its activity does not pay advances until the first tax return. The company submits a corporate tax return for the tax period (calendar year) no later than four months after the expiry of the period for which the profit tax is determined.
So, if a foreigner establishes a company this year, in 2024, the company will be obliged to file a tax return no later than the end of April 2025.
Also, in Croatia there is a value added tax (VAT) in the amount of 25%. VAT is not mandatory for companies with revenues below EUR 40,000.00 in a calendar year, while VAT is mandatory for companies generating revenues over EUR 40,000.00 per year, from the moment that threshold is overstepped.
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As a general note, citizens of India must obtain a visa to enter and stay in Republic of Croatia. You can apply for a visa after the application for a residence and work permit is officially approved.
Work permit and temporary residence
Temporary residence for the purpose of work is issued as a residence and work permit for a period of validity of up to one year (with the possibility of extension).
An application for a residence and work permit may be submitted by a third-country national or the employer.
A citizen of India who intends to enter Republic of Croatia submits the application at the diplomatic mission/consular office of Republic of Croatia in India:
New Delhi, A-15 West End, 110021
Mumbai, A/52, Darshan Apartments, Mt. Pleasant Road, 4000006
Kolkata, Poddar Court 9th Floor, Gate No. 1, 18 Rabindra Sarani, 700001
The employer may submit this application for an employee at the police administration or police station according to:
The general conditions for granting temporary residence for the purpose of work are as follows:
Proof of purpose of temporary residence
An employment contract with an employer in Croatia must be submitted as proof of purpose.
There is a minimum wage in Croatia and every employee must not have a monthly salary less than that amount. The Croatian minimum wage in 2024 is 840,00 eur gross.
Valid travel document
The period of validity of a foreign travel document must be at least 3 months longer than the period of validity of the temporary stay.
Means of support
The third-country national must have a monthly support allowance of at least 50% of the average monthly net salary paid in the previous year. The average monthly paid net salary per employee in legal entities in Republic of Croatia for May 2023 amounted to 1133,00 EUR.
This can be proved by some of the following documents:
4. Health insurance
It is necessary to enclose proof of private health insurance, including travel insurance (health and travel insurance contract), and after arriving in Republic of Croatia, after an approval of temporary residence permit, they are obliged to contact the competent Croatian Employment Service office to determine the right to health insurance.
It is advisable to sign an insurance contract with an insurance company in India and take this contract (insurance policy) to Croatia as proof before determining your right to health insurance with Croatian Employment Service.
Criminal non-conviction
It is necessary to enclose a certified excerpt obtained by the competent administrative or judicial body of the home country proving that the applicant has not been criminally convicted. This excerpt (proof of impunity) needs to be translated into Croatian and certified by an apostille.
There is no ban on entry and stay in Republic of Croatia and does not pose a threat to public order or national security
Evidence necessary for this is obtained by the competent police administration or police station.
Other mandatory conditions
Labor market test
In Republic of Croatia, two employment systems apply to foreign workers:
Issuance of a residence and work permit by conducting a labor market test,
Issuance of a residence and work permit without conducting a labor market test.
The labor market test, conducted by the Croatian Employment Service (CES), refers to the verification of the situation in the register of unemployed persons and the mediation procedure in order to employ workers from the national labor market. CES informs the employer about the result of this test within 15 days from when the application was submitted. Therefore, if there are unemployed workers in Croatia who correspond to the profile of workers from India, a Croatian worker will have an advantage in employment, which means a third-country national will not be able to stay and work in Croatia.
The labor market test is not conducted for:
Occupations that are on the list of the Croatian Employment Service (these are usually physical jobs such as bricklayer, stonemason, carpenter, baker, butcher, waiter, cook, locksmith, tinsmith, etc.),
Jobs in agriculture, forestry, catering and tourism for work lasting up to 90 days,
Special categories of work, such as key personnel in companies, self-employment in own company, EU blue card, persons transferred within the company.
Mandatory pinion of the Croatian Employment Service
In both cases of employment (with or without a labor market test), obtaining a residence and work permit in Croatia requires a positive opinion from the Croatian Employment Service, which is obtained if the following conditions are met:
That the employer’s company performs economic activity – company must be registered in the court registry in Croatia,
That the employer has settled obligations regarding income tax and contributions for compulsory insurance,
That in the last six months it has employed at least one worker who is a citizen of Republic of Croatia or a citizen of an EEA Member State or the Swiss Confederation for an indefinite and full-time period in Republic of Croatia,
That the employer has not been convicted of criminal offenses in the field of labor relations and social security,
That the number of employees who are citizens of Republic of Croatia or citizens of an EEA Member State or the Swiss Confederation must not be less that ¼ of the total number of employees.
All these five abovementioned conditions are obtained by the competent authorities.
Temporary residence for the purpose of stay of a digital nomad
A digital nomad is a third-country national who is employed or performs work through communication technology for a company or his own company that is not registered in the Republic of Croatia and does not perform work or provide services to employers in the Republic of Croatia.
Temporary residence for the purpose of stay of digital nomads is granted for up to one year (with the possibility of extension).
If a citizen of India intends to enter Republic of Croatia, the application for temporary residence for the purpose of stay of a digital nomad is submitted to the diplomatic mission / consular office of the Republic of Croatia in India:
New Delhi, A-15 West End, 110021
Mumbai, A/52, Darshan Apartments, Mt. Pleasant Road, 4000006
Kolkata, Poddar Court 9th Floor, Gate No. 1, 18 Rabindra Sarani, 700001
The general conditions for granting temporary residence for the purpose of stay of digital nomads are as follows:
Valid travel document
The period of validity of a foreign travel document must be at least 3 months longer than the period of validity of the temporary stay.
Means of support
A digital nomad in Croatia must have at least 2.5 average monthly net salary paid for the previous year.
This can be proved by some of the following documents:
Proof of purpose of temporary residence
This can be proved by some of the following documents:
Employment contract with a foreign employer (India or a third country) or with an own company which is not registered in Croatia, or
a statement from the employer that the work is done through information technology.
Temporary residence for the purpose of stay of a digital nomad
A digital nomad is a third-country national who is employed or performs work through communication technology for a company or his own company that is not registered in the Republic of Croatia and does not perform work or provide services to employers in the Republic of Croatia.
Temporary residence for the purpose of stay of digital nomads is granted for up to one year (with the possibility of extension).
If a citizen of India intends to enter Republic of Croatia, the application for temporary residence for the purpose of stay of a digital nomad is submitted to the diplomatic mission / consular office of the Republic of Croatia in India:
New Delhi, A-15 West End, 110021
Mumbai, A/52, Darshan Apartments, Mt. Pleasant Road, 4000006
Kolkata, Poddar Court 9th Floor, Gate No. 1, 18 Rabindra Sarani, 700001
The general conditions for granting temporary residence for the purpose of stay of digital nomads are as follows:
Valid travel document
The period of validity of a foreign travel document must be at least 3 months longer than the period of validity of the temporary stay.
Means of support
A digital nomad in Croatia must have at least 2.5 average monthly net salary paid for the previous year.
This can be proved by some of the following documents:
Proof of purpose of temporary residence
This can be proved by some of the following documents:
Employment contract with a foreign employer (India or a third country) or with an own company which is not registered in Croatia, or a statement from the employer that the work is done through information technology.
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1. General rule
Taxable income is also considered to be income that a taxpayer (a natural person who is not in the corporate income tax system) from the alienation of real estate and property rights. Alienation is considered sale, replacement and other transfer. Income is the difference between the receipt determined by the market value of the real estate or the property right to be disposed of and the purchase value increased by the increase in producer prices of industrial products. Disposal costs can be deducted as expenditure.
2. Exemption from taxation
Income from the alienation of real estate shall not be taxed:
3. Special rule
The rule to be particularly careful is as follows:
In the above cases, income is the difference between the total amount of receipt determined by the market value of real estate or property rights that are alienated over a period of five years and their purchase value plus the growth of producer prices of industrial products and for investment costs for which the taxpayer holds authentic documents.
4. Exception to a special rule
Income from the alienation of real estate and property rights is not taxed if the alienation is carried out between spouses and relatives in the front line and other members of the immediate family and between divorced spouses if the alienation is directly related to divorce and inheritance of real estate and property rights.
5. Taxation of donations
If the real estate was acquired by donating and alienated within two years from the date of its procurement by the donor, the alienator is determined income from property and property rights. In the case of acquisition of real estate by donating, the day of purchase of the property is considered to be the day of purchase of the donor, and the purchase value is made by the market value at the time of purchase. In this case, income will be determined as the difference between the receipt determined according to the market value of the real estate or the property right to be disposed of and the purchase value increased by the increase in the producer prices of industrial products. Disposal costs can be deducted as expenditure.
If real estate and property rights are acquired through donations and alienated within five years from the date of their procurement by the donor, the donor is determined income from property and property rights in such a way that the income forms the difference between the total amount of receipt determined according to the market value of real estate or property rights that are alienated over a period of five years and their purchase value increased by the growth of producer prices of industrial products and investment costs for which the taxpayer possesses authentic documents.
6. Recognition of tax losses
Losses from the alienation of real estate and property rights can only be deducted from income from the alienation of real estate and property rights that was realized in the same calendar year. Losses from the alienation of real estate and property rights are reported up to the level of the tax base.
Taxpayers who realize losses from the alienation of real estate and property rights may, for the purpose of recognizing them, submit an annual report to the Tax Administration showing the total amount of income realized and the total amount of losses realized on the last day of the year for which the report is submitted, within 15 days from the date of expiry of the year for which the report is submitted.
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In the complex world of corporate law, processes such as acquisitions, merger and division of companies constitute fundamental business restructuring procedures. Understanding these processes, regulated by the Croatian Companies Act, is essential for the proper restructuring of a business entity. In this article, we will summarize these status changes, emphasizing their basic characteristics and legal consequences.
1. Acquisition of joint-stock companies
An acquisition is a process in which one or more companies (merged companies) transfer their entire assets to another company (the acquiring company) in exchange for the shares of that company. The key features of this process are:
acquisition procedure: The key document for the acquisition is the acquisition agreement, which is valid only when approved by the general meetings of all the companies involved, with a majority of 3/4 of the share capital represented at the general meeting when the decision is made. Each company must be registered in the court register for at least two years prior to the merger. During the procedure, it is necessary to prepare a report on the acquisition, conduct an audit of the acquisition, and verification of the acquisition by the supervisory board.
Legal consequences: The legal effects of the acquisition arise only by registering the acquisition in the court register. After registration in the court register, the acquiring company becomes the general legal successor of the acquisitioned companies, assuming all their obligations and rights.
Protection of creditors’ rights: Creditors of acquisitioned companies, who cannot seek settlement of claims, have the right to seek adequate insurance of their claims within six months of the publication of the acquisition registration.
2. Merger of joint-stock companies
A merger is the process of forming a new society through the unification of two or more previous societies, in such a way that the entire assets of each of the merging companies pass to a new society, in exchange for shares in the new society. This process is characterized by:
Formation of a new company: A new company is established that acquires the assets and liabilities of the companies being merged.
Merger conditions: The merger can only be carried out if the merging companies have been registered for at least two years. The legal procedure for the merger is similar to the legal procedure for the acquisition, with appropriate amendments to the documents.
Legal consequences: The newly formed company assumes all liabilities and assets of the companies being merged. Shareholders (members) of the merging companies become shareholders (members) of the new company.
3. Division of companies
The division of a company can be done as a division with the establishment of new companies or as a division with the takeover of part of the assets into existing companies. Division can be carried out by the so-called separation or separation.
Separation is carried out by the simultaneous transfer of all parts of the assets of the company to be divided, with its termination without liquidation, to two or more new companies set up to carry out separation (separation with incorporation) or to two or more companies that already exist (separation with takeover). Separation is carried out by transferring one or more parts of the assets of the company being divided, without that company ceasing, to one or more new companies set up for the purpose of carrying out separation (separation with incorporation) or to one or more companies already existing (separation with takeover).
The main key points of these processes are:
Division plan: A detailed plan of statutory content is required, which must be approved by the assemblies of companies involved in the division. In addition to the division plan, the management of the company is obliged to draw up a detailed report on the division, and the division plan must subsequently be verified by the auditor. The key document for the division of the company is the Decision on division, which is adopted by the general meeting of the joint stock company by a qualified majority.
Legal consequences: By dividing the company, part of the assets and liabilities is transferred to newly formed or existing companies, with the separation of the company being divided, while in the separation of companies that have been divided, they continue to exist as separate companies.
Protection of creditors’ rights: Creditors’ rights must be protected, and they have the right to claim the security of their claims within 6 months counting from the publication of the registration of the division in the court register. The right to insurance is not granted to those creditors of the company to be divided whose claims are secured in full by separation rights, as well as those who have the right of primary settlement in bankruptcy.
Each of the procedures described above has its own specifics and requires a detailed understanding of legal procedures and consequences. Managing these processes requires expertise and precision to ensure that all rights and obligations are properly addressed and protected. This article is published as a rough simplification of complex legal proceedings, all for the purpose of easier understanding of basic concepts and legal concepts.
In conclusion, merger, merger and division of companies are complex processes that require a deep understanding of corporate law. In case of need for professional legal advice or assistance in these processes, please feel free to contact:
Joint stock company represents one of the key forms of companies, which is characterized by specifics in terms of establishment, management, financial structure and responsibility. The following are elaborated key topics related to joint stock companies based on the Companies Act.
1. Establishment of a joint stock company
The establishment of a joint-stock company begins with the adoption and signing of the statute and the statement of the founder on the establishment of the company. The founders take over the shares by a statement with a notary public, and the company is considered established when it is entered in the court register. Successive establishment allows the founders to, after adopting the articles of association and taking over part of the shares, make a public invitation for the subscription of the remaining shares.
2. Stocks
Shares represent shares of ownership in a joint-stock company and can be ordinary or preferential. Ordinary shares give the holder the right to vote at the general meeting, the right to a share of the profit (dividend) and the right to a share of the liquidation estate. Preferred shares, on the other hand, provide some special rights such as the right to a fixed dividend.
3. Bodies of a joint stock company
The bodies of the joint stock company include the management, the supervisory board and the general meeting. The management may be one-member or multi-member, depending on the company’s articles of association. The Supervisory Board has the duty to oversee the work of the management, while the general meeting represents a gathering of shareholders and has the role of making key decisions in the company.
4. Increase in share capital
The share capital of a joint stock company can be increased by issuing new shares. This increase shall be based on the most recent financial statements and shall be permitted only if the available reserves are sufficient to cover the amount of new shares.
5. Reduction of share capital
The reduction of the share capital is carried out by reducing the nominal amount of shares. If the reduction results in a nominal share amount below the minimum allowed, a merger of shares shall be carried out. The reduction of share capital must be precisely defined in the reduction decision.
6. Nullity and voidability of decisions of the General Assembly
Decisions of the general meeting may be annulled or void for reasons such as non-compliance with the law, statute or serious violation of the decision-making process. The nullity of decisions on financial statements may affect the nullity of decisions on the use of profits. After registering the decision of the general meeting in the court register, the possibility of rebuttal is limited.
7. Termination of joint stock company
It is common for a joint stock company to terminate by liquidation, bankruptcy or merger/merger with another company.
Joint stock companies reflect the complex structure of corporate governance and financial organization, allowing capital attraction and risk distribution among a larger number of investors. A precise understanding of their legal basis enables effective management and compliance with the regulatory framework.
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In the business world, confidentiality and discretion are often key to success. This is especially true when it comes to investments and participation in companies. In the Republic of Croatia, the concept of a secret society provides an interesting opportunity for investors who want to participate in the profits of the company, while remaining in the shadows. In the following text, we as Croatian lawyers and law firm clarify the basic elements and legal framework of the establishment of a secret company under the Croatian Companies Act (ZTD).
What is a secret company?
Secret company, according to the provisions of the Companies Act, is a specific form of business cooperation and investment in business where one person (secret member) invests property value in the company of another person (entrepreneur). Through such an investment arrangement, the secret member acquires the right to participate in profits, but also in the loss of the entrepreneur’s enterprise (Article 148 ZTD).
Key features of a secret company:
Privacy and discretion: The secret company is not a legal entity and does not have its own name. The name or company of a secret member cannot be recorded in the company of the entrepreneur, thus ensuring a certain level of privacy (Article 148).
Exclusive rights and obligations of the undertaking: The entrepreneur, despite the secret participation of the other party, remains the sole holder of all rights and obligations in legal transactions.
Contribution of a secret member: The stake of a secret member becomes part of the undertaking’s assets and may include money, objects or rights whose value can be quantified.
Special notes:
Responsibility of the entrepreneur: The entrepreneur must ensure the delivery of the contract to the competent branch office of the Ministry of Finance – Tax Administration, either directly or through a notary public, depending on the circumstances of signing the contract.
Right of supervision: A secret member has the right of access to financial statements and business books under the law. This right of a secret member may not be restricted or excluded by contract.
The establishment of a secret company allows investors to participate in profits without exposing their role to the public of the court register. Nevertheless, the secret member will still have to report to the tax administration. In this sense, the secret member is not entirely secret. Therefore, the secret company is a convenient option for those who want to invest with a little more discretion. It is important, however, to adhere to strictly prescribed legal procedures and obligations to ensure legal validity and protection of all parties involved.
For anyone seeking a deeper understanding of secret societies or needing professional legal assistance in setting up or administering a secret society, our team stands ready to provide in-depth advice and support.
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