April 04, 2025
Closing a company in Croatia can be done at the lowest cost a shortened procedure without liquidation. Such an amendment to the Companies Act was adopted because liquidation procedures are extremely lengthy, complicated and expensive. However, even closing a company under this shortened procedure requires an understanding of a number of steps and details. In this article, we provide an overview of the essential steps to closing a company.
1. Compulsory insurance of a member of the director
The director of the company should exist until the dissolution of the company itself. This may give rise to contribution obligations. Namely, if you are a director in your company, but you are not employed or you are employed and registered on a lower basis than the one for board members/directors, the Tax Administration will determine the difference in payment by a decision. Therefore, in that case, they would be obliged to pay contributions on the determined difference between the bases. The solution to this potential problem is the appointment of a director who is registered on a higher basis than the minimum, in which case there are no obligations to the state.
In the event that such a payment gap is established, that cost will be yours as a natural person and not your company’s cost, as the company will have already been deleted.
2. Announcement of the initiation of the procedure for the dissolution of the company to the Tax Administration
When closing a company, the taxpayer is obliged to do so to the Tax Administration. The announcement must be made no later than 30 days before the start of formal actions towards the competent authorities.
Formal actions would be considered to be signing the documentation at a notary public and sending the application to the court register. You can do this yourself or through a law firm with a power of attorney.
3. Certificate of the Tax Administration on the absence of debts on the basis of public benefits
In order to close the company, it is necessary to obtain a certificate from the Tax Administration that the company does not have an outstanding overdue debt.
It would be ideal if the certificate was dated the day before or on the same day of signing the documentation at the notary. The court certainly checks the status of any tax debt with the competent authorities. When the date of signing the documentation is defined, we suggest that the accounting department takes over the new certificate on that day or the day before.
4. Tax liabilities after the dissolution of the company
In the case of dissolution of the company under a summary procedure without liquidation the tax period is a period that continues to the last business year until the end of business in accordance with special regulations.
Pursuant to Art. 35 of the Corporate Income Tax Act, the corporate income tax return in the event of dissolution of the company under a summary procedure without liquidation shall be submitted within 8 days of the expiry of the tax period.
The expiry of the tax period, in the case of dissolution of a company under a summary procedure, can be considered the day when the commercial court determined the dissolution of the company under a summary procedure without liquidation.
We suggest that you inform your accounting department about this so that they can file a tax return after the company is dissolved.
5. Preparation and submission of financial statements
A company that has been dissolved under a summary procedure must submit to the FINA Financial Agency:
- GFI for the purposes of public announcement within 6 months of the termination of business operations (Art. 47th century. 5 of the Accounting Act),
- GFI for statistical and other purposes no later than 30 April of the current year for the previous year (Art. 50th century 1 of the Accounting Act).
Also, we suggest that you inform your accounting department about this so that they can perform these actions after the company is dissolved.
6. Keeping business records
As for the company’s books and documentation, for which the retention period has not expired, after the dissolution of the company, you as the owner of the company can keep it or entrust the documentation to the Croatian Chamber of Commerce for safekeeping.
The retention periods are prescribed by Art. 10 of the Accounting Act and they are 11 years for documents on the basis of which data were entered into the journal, general ledger and auxiliary books (business books) and 6 years for payrolls. The period of retention of the aforementioned accounting documents begins on the last day of the business year to which the business books in which the documents were entered refer. Business books and documentation can also be stored in electronic form.
In conclusion, we suggest that the entire process be coordinated with your accounting. If you need professional help with the closure of the company, contact us at: