Share capital conversion

From the day of the euro’s introduction as the official currency in the Republic of Croatia, i.e. from January 1, 2023, trading companies are obliged to convert their share capital into euros.

Rulebook on temporary notary fees

The Ministry of Justice and Administration submitted the Proposed Ordinance on Amendments to the Ordinance on Temporary Notary Tariffs. Article 3 proposes the notary’s costs that trading companies will have for the capital conversion subject. They will be more favourable, so there is no need to hurry with the conversion of the share capital until the Ordinance is adopted.

Recalculation of the share capital amount

Limited liability companies are obliged to recalculate the existing amount of the share capital and its parts that belong to business shares. They must do this with a fixed conversion rate from kuna to euro with rounding to the nearest cent by the rules for conversion and rounding. Then, they are obliged to match the amount with the requirements and in the manner regulated by the Companies Act.

They must submit a request for change registration within three years from the date of introduction of the euro, i.e. until December 31, 2025. The change registration registry court carries out an urgent procedure free of charge.

Registry court entry

Registration of all changes registry court carries free of charge. The Law prescribes the attachments that entrepreneurs must include in the application for registration in the court register and the mandatory content of the social contract.

The management is obliged to keep a business shares book and to notify the registry court without delay of any change in company members or their shares by submitting a list of company members signed by the members of the management. 

For limited liability companies that do not implement compliance by December 31, 2025, the court considers that from the first day after the expiration of that period, there has been a reason for the company termination, which the registry court will enter into the court register ex officio. The application procedure for registration in the court register regulates the Law on the Court Register and the Rulebook on the registration method. The enrollment application entrepreneurs submit in the form of a notarized document on paper or an electronic application and electronic submissions to the court through a notary public or via hitro.hr.

Joint stock companies’ duties 

Joint-stock companies must also recalculate the present share capital amount and its parts attributable to shares. At the same time, they must match the amount with the requirements and in the manner regulated by the Companies Act. The registration request of changes entrepreneurs submit to the registry court within one year after the euro introduction. The change entry is carried out at the registry court under an urgent procedure without charge.

Upon registration of changes in the court register, joint stock companies are obliged to submit a request for registration of these changes to the central securities depository system without delay, which carries out this procedure free of charge.

For the registration of changes in the number of shares of joint stock companies in dematerialized form, the Central Clearing Depository Company may charge a fee according to its valid price list.