April 04, 2020
If you are from another state or if you want to start a company in another city, but your are not able to travel, you can form an LLC through a power of attorney. An attorney experienced in commercial law, who is well versed in the procedure for setting up and registering a company, will best assist you with that. In the following, we will guide you through the steps that precede the establishment of a limited liability company (LLC) in the Republic of Croatia, tall hrough a power of attorney.
1. Assignment of PIN
The first step in order for a foreign natural or legal person to do business in the Republic of Croatia, is that a Croatian personal identification number (PIN) must be obtained. 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 on the basis of the specific request for the assignment of PIN, which can be submitted by an authorized person, usually through an attorney. The request must be filled in with the appropriate personal information, and must be accompanied by a power of attorney issued for the procedure of determining and assigning the PIN, 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 by a certified court interpreter, not older than 3 months, and for foreign natural persons, the request must be accompanied by a copy of the passport translated into Croatian by an authorized court interpreter.
2. Name and business of the company
Founding of LLC implies firstly determining the name of the company which the company will use in business transactions in the future. It is possible that the desired name will not always be free or available, so it is required to do a search on the web pages of the Court registry.
Furthermore, every business entity in the Republic of Croatia must be registered for one or more activities, so it is necessary to determine the subject of business and activities that the company will be engaged in.
3. Representation
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 (the so-called individual representation), and it is possible to limit the representation in such a way that each director represents only with the co-signature of the other director (the so-called joint representation).
4. Opening a bank account
The founder must first determine through which bank in the Republic of 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.
5. Establishment procedure
The founder should sign and notarize the power of attorney on the basis of which his / her representative in the Republic of Croatia will adopt the decision on incorporation and appoint the director of LLC.
After the decision on the founding of LLC is made, the appointed director will sign the power of attorney and accept the appointment to the position of director in his / her home state and submit the power of attorney to his / her representative in the Republic of Croatia in order to complete the procedure with a notary public.
The founder must pay the share capital in the minimal amount of 20,000.00 HRK to the bank’s temporary account in the Republic of Croatia.
The founder should obtain a new excerpt from the court register, certify the statement that he has no debt towards the Republic of Croatia and that he has no other company in which he has 5% ownership or in which he has a significant influence on management.
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.
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