Forming a LLC through a power of attorney is practical if you are from another state or if you want to start a company in another city, but your are not able to travel. Forming a LLC can be done through a power of attorney. An attorney experienced in commercial law will best assist you with that. We will guide you through the steps of registering a limited liability company (LLC) in the Republic of Croatia, using a power of attorney (POA).
The first step is to obtain a Croatian personal identification number (PIN). Foreign natural or legal persons who already own a Croatian PIN may skip this step.
The PIN is assigned by the competent branch office of the Tax Administration. A specific request for the assignment of PIN must be submitted by an authorized person or attorney. The request must be filled in with the appropriate personal information. It also must be accompanied by a power of attorney, which does not need to be notarized.
For foreign legal persons, the request must be obligatory accompanied by an act of incorporation translated into Croatian. For foreign physical persons, the request must be accompanied by a copy of the passport translated into Croatian. Translations must be made by a Croatian court expert translator.
Forming a LLC implies first determining the name of the company. It is possible that the desired name will not always be free or available. Therefore, it is advisable to first do a search of the company court registry.
Every LLC in Croatia must be registered for one or more activities. To form an LLC it is necessary to determine businesses the company will be engaged in.
It is necessary to determine how authorized persons will represent the company. If a company has more than one director, it is possible for each director to represent the company individually and independently. It is possible to limit the representation in such a way that each director represents only with the co-signature of the other director (joint representation).
The founder must first determine through which bank in Croatia he wishes to make the payment of share capital. The share capital payment is made to a temporary account of selected bank in the Republic of Croatia in order to carry out the founding of the company. This can also be done through a power of attorney. Later, after the court approces the LLC registration, a business bank account can be opened.
The founder should sign and notarize the power of attorney in Croatia who will sign the decision on incorporation and appoint the director of LLC.
After the decision on the forming a LLC is made, the appointed director will sign the power of attorney. Also, he will accept the appointment to the position of director in his / her home state. Then, submit the power of attorney to his / her representative in Croatia in order to complete the procedure.
The founder must pay the share capital in the minimal amount of 2.500,00 EUR to the bank’s temporary account in the Republic of Croatia.
If the founder is a legal entity, the CEO of the legal entity will need to sign and complete an Anti Money Laundering Notice for the Notary Public and attach a copy of the identity card or passport of the actual owner of the legal entity – the founder, who must be a natural person.
If the founder is a foreign person, all the above stated documents must be translated into Croatian by a certified court interpreter, and foreign public documents (for example, excerpts from a foreign court register) must not be older than 30 days before applying for incorporation of LLC into a domestic court Register.
Therefore, it is quite easy and simple to form an LLC without the need to travel – through a power of attorney.
If your business project doesn’t work out, here you can find out how to quickly close the LLC with minimum costs.
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Membership in the European Union has made much it easier for Member States to carry out enforcement proceedings in the cases of cross-border claims. This simplified process was made possible through the introduction of a European Enforcement Order. The European Enforcement Order is the document through which enforcement proceedings are conducted for uncontested cross-border claims. Here we will explain in a few steps how a foreign person can conduct the enforcement against a debtor in Croatia.
A European Enforcement Order is a certificate which accompanies a judgment, a court settlement or authentic instrument, which it to circulate freely within the European Union. In a nutshell, this certificate can be considered as a “European judicial passport”. It applies on judgments, court settlements and authentic instruments. It allows a foreign decision to be enforced in another Member State. A European Enforcement Order is issued precisely for such purposes. When a decision brought in one Member State has to be enforced in another Member State concerning uncontested claims.
This certificate, or authentication of the foreign judgment, is issued on a standard form. The form can be found on the official website of the European Union. It is issued by a court in the Member State of origin. The advantage of applying is that once a foreign decision has been confirmed as the European Enforcement Order, no other formalities are required to implement that decision.
The European Enforcement Order (EEO) is being submitted to the enforcement authority in the Member State in which it is to be enforced. It is the state in which the debtor lives or has his assets. In Croatia, the enforcement procedure on monetary claims is carried out by the Financial Agency. The creditor will deliver the EEO to Financial agency, as a basis for payment. The Financial agency will block the debtors accounts, which is a relatively simple and inexpensive way of executing the decision.
Here are the steps to be taken to execute a EEO:
The request for direct payment must be accompanied by:
Although it is not necessary for a foreign person who wants to enforce the European enforcement order to hire an attorney in the Croatia, it is certainly advisable in order to carry out the enforcement procedure as quickly and easily as possible. In such case, a foreign person may, by special power of attorney, authorize the attorney to initiate enforcement proceedings on his behalf. In this case the power of attorney specifically issued for that purpose, should also have to be submitted.
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Mobbing presents a behavior in workplace that psychologically abuses or humiliates another person. Mobbing damages reputation, honor and dignity. In Croatia mobbing is regulated by the Labor Act, the Anti-Discrimination Act, the Gender Equality Act and the Criminal Code. We aim to outline the legal procedure for mobbing based on the Labor Act (hereinafter: LA).
If a worker encounters some form of abuse or harassment in the workplace, he or she has the right to file a complaint. If the employer employs at least twenty workers, he must appoint a person authorized to receive complaints related to mobbing. This person may not necessarily be an employee of the employer. If it is a small employer that does not have a named person, then the complaint is submitted to the management.
Regarding the process of investigating the complaint, the employer or appointed person to handle complaints should:
After all the interviews are done to determine the facts and circumstances of the case, it is necessary to decide on the complaint. The person appointed to resolve the complaints, is obliged to submit a report.
The final decision on the complaint is made by the employer. The employer should notify the person who filed the complaint and the person against whom the complaints were filed on the actions that were taken, in written form.
The decision to resolve the complaint may be:
In case the employer would determine that there was mobbing or other kind of harassment of an employee, the employee would principally have a damages claim. Also, an employee could ask for an apology. In serious cases of mobbing, the employer should submit a criminal complaint.
If you decided to terminate your agreement, click this link to find out more about types of lay-offs in Croatian law.
Finally, it is very important to note that all information provided in the process of protecting the dignity of employees is secret.
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One of the fundamental freedoms on which the European Union’s internal market is based, is the freedom to provide services and movement of persons throughout the European Union. Since the Republic of Croatia became a member state of the EU, Croatian employers can post their workers to work abroad for them (posting workers). In practice, the most common question is how to carry out the process of posting workers and what conditions must be met. Below are brief guidelines and an overview of the essential elements for transnational posting of workers and some examples .
I. GENERAL CONDITIONS
Posting of workers is a situation where an employer sends his employees from one country to another to work there for a certain period of time. For posting of workers several conditions must be fulfilled, some on the side of employer and some on the side of worker. Below is an overview of the essential elements for posting of workers to another country.
The basis for posting is a business cooperation contract between the posting company (the employer) and the foreign business entity (recipient of the service). The contract defines the description of the services to be performed, the time and place, the estimated duration and commercial conditions (price, method of payment, etc.). Posting of workers does not mean that the worker is working for another, foreign employer. Legally the worker performs tasks assigned to him by a Croatian employer, under a business cooperation contract.
Prior to posting of workers the employer should inform the competent institution in the home state of his intention to post workers, which will issue him an A1 form, if all the conditions are met. The A1 form will be used in the state of posting as evidence of health insurance, and so that the worker will remain covered by the social security of his home state and that he is exempted from paying social security contibutions in the posting country.
An application for obtaining an A1 form is submitted by the employer to the competent authority of its state which then communicates with the competent authority in the state of posting. In the Republic of Croatia, an application for A1 form is submitted to the Croatian Pension Insurance Institute (HZMO). Each member state determines its conditions for issuing A1 from.
You can find our more about the A1 form on this link.
Each EU member state has the right to impose on the employer certain administrative requirements and control measures. There are necessary for the effective monitoring of the fulfillment of obligations towards the employees concerned. These controls and requirements are:
Employers, i.e. employers who post workers, are obliged to ensure that workers have equal working conditions as well as workers in the state of labor, ie are obliged to ensure compliance with:
Posted worker will be subject to the legislation of the country from where he was posted – home state – under condition that:
The competent authorities of the country to which worker is posted, and of the home state, may during posting, control the existence of all necessary conditions for posting.
After completion of posting, the same worker may be sent back to work abroad only after a period of two months has expired. Exceptionally, it may be possible for the same worker to request an extension of the period of posting (longer than 24 months) if there is a justified reason, e.g. that it is foreseen that the contracted work cannot be completed within 24 months).
II. POSTING EXAMPLES
In addition to all the above, each Member State can elaborate on specific details of the posting procedure. As an example, here are some instructions for posting workers to Italy, Germany, Hungary and Croatia.
Upon receipt of the A1 certificate, prior to posting of the employee, a posting declaration must be sent to the competent authorities through the following pages: www.lavoro.gov.it.
It is necessary to ensure compliance with all obligations from paragraph 3. above. (2) to (6) and point 4., with the particular need to pay attention to the minimum wage and working hours.
A copy of the posting declaration should be sent to the contact person in Italy referred to in point 3. (6). All correspondence can be done by e-mail.
Depending on the duration of the posting, it is necessary to check with the Italian Human Resources Department what is the required residence registration and the documentation.
Upon receipt of the A1 certificate, prior to posting of the employee, a posting declaration must be sent to the competent authorities through the following pages: meldeportal-mindestlohn.de.
It is necessary to ensure compliance with all obligations from paragraph 3. above. (2) to (4) and point 4. with the particular need to pay attention to the minimum wage and working hours.
A copy of the posting declaration should be sent to the contact person in Italy referred to in point 3. (6). All correspondence can be done by e-mail.
Depending on the duration of the posting, it is necessary to check with the German Human Resources Department what is the required residence registration and the documentation.
Upon receipt of the A1 certificate, prior to posting of the employee, a posting declaration must be sent to the Hungarian competent authorities. The posting declaration can be found through the following pages: http://ommf.gov.hu/index.php?akt_menu=547.
On this link can be found all the explanations and operating instructions (“EXPLANATORY INSTRUCTIONS”) and you must first register.
While working in Hungary, workers are subject to the Hungarian minimum working conditions, which means that their wages cannot be below the minimum Hungarian wage, so such financial differences should be taken into account with the Hungarian supplier when concluding the contract.
Upon receipt of the A1 certificate, prior to posting of the employee, a posting declaration must be sent to the competent authorities. The posting declaration can be found through the following pages: http://www.mrms.hr/posting/instructions-for-foreign-companies/
Once the declaration is completed, it is necessary to send it to the following e-mail address:
postingdeclaration.inspektorat@mrms.hr
It is also necessary to ensure that all obligations under point I. 3. above are respected, (2) to (4) and points I. 4.
All documentation on the work of posted workers should be made available to the competent authorities of the Republic of Croatia for a period of 5 years from the end of the posting. In the case of an inspection, the translation into Croatian must be provided.
A copy of posting declaration must be provided to the contact person in Croatia in point 3 (6). All correspondence can be done via electronic mail.
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The Commercial Court in Zagreb issued a decision under which starting from April 1st 2020 all post boxes for court letters in the handover office of the court are terminated, due to the application of the e-communication system.