April 04, 2020

Forming a LLC through a power of attorney – commercial law

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).

1. Obtaining of a Croatian PIN

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.

2. Name and business of the LLC

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.

3. Legal 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. 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).

4. Opening a bank account

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.

5. Forming a LLC registration procedure

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.

For more information, contact us through:

info@odvjetnik-bistrovic.hr

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