In the Republic of Croatia the court register is managed by the commercial courts (trgovački sudovi).
The court register is a public book containing data and documents on entities which have to be entered in the register by law. Each court that carries out registration is responsible for the authenticity of its entries in the register. The following are entered in the register: public trading companies (javna trgovačka društva), limited partnerships (komanditna društva), economic interest groupings (gospodarska interesna udruženja), joint-stock companies (dionička društva), limited liability companies (društva s ograničenom odgovornošću), sole traders (trgovci pojedinci), European companies (SEs), European Economic Interest Groupings (EEIGs), European Cooperative Societies (SCEs), institutions (ustanove), communities of institutions (zajednice ustanova), cooperatives (zadruge), unions of cooperatives (savezi zadruga), credit unions (kreditne unije), simple limited liability companies (jednostavna društva s ograničenom odgovornošću (j.d.o.o.)) and other persons that have to be registered by law. Subsidiaries are entered in the register if this is required by law.
The register contains no data on artisans or associations.
Without having to prove a legitimate interest, anyone is entitled to examine the information entered in the general book, the documents on which an entry is based and the other documents and information stored in the collection of documents (except for documents that the law states are not subject to the public-domain principle).Anyone may also request an extract, a certified copy or a transcript of documents and data stored in the collection of documents.
The main pieces of legislation governing the establishment of entities subject to registration and their entry in the register are: the Court Register Act (Zakon o sudskom registru) (hereinafter ‘ZSR’), the Trading Companies Act (Zakon o trgovačkim društvima) (hereinafter ‘ZTD’) and the Rules on the method of making an entry in the court register (Pravilnik o načinu upisa u sudski registar). The data stipulated by law, and any changes to such data, are entered in the register on the basis of these laws.
Data on registered entities are accessible 24 hours a day and may be consulted free of charge on the website of the court register.
The procedure for making an entry in the register is launched by a written application for data to be entered, or for the data of an entry to be amended, which is delivered on paper or electronically to the court of registration. An application must be submitted to a court within 15 days from the date on which the conditions for entry are met, except where the law provides otherwise. A court may launch the procedure ex officio where this is provided for by law.
Notaries may communicate electronically with the court that is carrying out registration, in accordance with their powers and the provisions of the ZSR.
There is a simplified procedure for registering a simple limited liability company (j.d.o.o.) (a company with no more than three members, a one-member management board and minimum share capital of HRK 10.00). In order to be established in this way, such companies must use the forms drawn up by a notary.
The following persons are authorised to submit applications for entry in the register:
An entry takes legal effect for the registered entity on the day following the entry in the register (except where the law provides otherwise) and takes legal effect for third parties on the day on which it is published.
No person may claim that they do not know data entered in the general book of the register which have been published in the manner stipulated by the ZSR.
Any person may cite an entry in the register regarding legally settled data and facts which are entered in the register in accordance with the law, except for a person who is proved to have known that the relevant data in the entry in the register did not correspond to reality. The actions undertaken by a third party before the sixteenth day following the date of publication of an entry in the register may not be opposed on the basis of the registered data or the documents referred to in the publication, if the third party can prove that he/she/it could not have known about them.
A person of good faith may not suffer damage for having relied on an entry in the register regarding legally settled data and facts.
The crimes, misdemeanours and the penalties imposed by courts that carry out registration are laid down in Articles 624 to 632 ZTD, and the launch of a procedure for warning and punishing persons who had a duty to fulfil legal obligations concerning the submission of an application for entry in the register is governed by Articles 81 and 81a ZSR.
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