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Companies act Croatia: How to deal with share capital and company shares as a result of the introduction of the Euro

28.01.2025

On 1 January 2023, the Republic of Croatia converted the kuna to the euro with a fixed exchange rate. How and when must companies adjust their share capital and shares to the new currency and the Companies Act Croatia? The Ecovis experts explain the regulations.

What is new in terms of share capital

The introduction of the Euro (EUR) as the official currency instead of the previously valid kuna (HRK) was the final step in the process of joining the EU. The Government introduced a fixed conversion rate of 1 EUR = 7.53450 HRK. From 1 January 2023, all values had to be converted into EUR at this rate. For businesses, this obligation and its terms and deadlines are set out in the Companies Act.

The share capital of companies registered in the Republic of Croatia was given in kuna and visible online in the public registries of all commercial courts in Croatia, available at https://sudreg.pravosudje.hr/registar/f?p=150:1

From 1 January 2023, these courts converted share capital from HRK and displayed it in EUR in their online databases. However, this is only for display purposes and does not mean that the company has actually complied with its obligations to convert its share capital into EUR.

The Companies Act obliges companies to recalculate their share capital and business shares under specific rules, with slightly different amounts of minimum share capital and shares, as well as rules for rounding these amounts.

We will help you to correctly convert share capital and shares from kuna to euros in your business documents.

Ema Kalogjera Juranić, Attorney at law, HAČIĆ & KALOGJERA JURANIĆ Law Firm Ltd.*, Zagreb, Croatia

Prescribed deadlines for limited liability companies (LLC), simple limited liability companies (SLLC) and joint-stock companies (JSC)

There is no specific deadline for LLC and SLLC. However, these companies are required to enter the share capital and business shares in euros in the court register either at the first sale/purchase of business share(s), in case of recapitalisation, amendments to the articles of incorporation, or other changes in status carried out in the companies registry. Unlike LLC and SLLC, for JSCs the deadline was a period of one year (i.e., until the beginning of 2024).

When recalculating share capital and business shares, the nominal amounts need to be converted into euros and rounded up. Due to the provisions of the Companies Act on the minimum amount of share capital and the minimum amount of business shares and their multiples, practically all companies will need to increase or decrease their share capital and nominal amounts of business shares, including their own business shares.

An increase or decrease in order to comply with the Companies Act is not treated as a change in share capital or business shares and there is a simplified procedure. However, to comply with these rules, the ownership structure should not change, and shareholders’ rights should remain as they were.

It is inevitable that all companies registered in the Republic of Croatia will have to carry to out the adjustment of share capital and shares from HRK to EUR in the companies registry, their articles of incorporation, and in regulations, decisions, business and other documents. However, it is important to note that this must not have any negative effect on shareholder’s rights.

For further information please contact:

Ema Kalogjera Juranić, Attorney at law, HAČIĆ & KALOGJERA JURANIĆ Law Firm Ltd.*, Zagreb, Croatia
Email: ema.kalogjera@hkj-legal.hr

Darko Pavlic, ECOVIS FINUM/ECOVIS FINUM REVIZJA, Zagreb, Croatia
Email: zagreb@ecovis.com

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*In cooperation with ECOVIS L+C Rechtsanwaltsgesellschaft mbH

DORA compliance requirements: Achieve compliance with the Digital Operational Resilience Act Self-Assessment Tool provided by ECOVIS ProventusLaw

24.01.2025

The European Union’s (EU) binding Digital Operational Resilience Act (DORA) regulation aims to strengthen the IT security of financial companies such as banks, payment and e-money insurance companies, and investment firms. The EU wants to ensure that the European financial sector remains resilient in the event of a serious digital disruption. DORA came into effect on 16 January 2023 and applies from 17 January 2025.

Increasing digitalisation and networking is exposing the financial sector to a greater risk of information and communication technology (ICT) disruptions, including potentially catastrophic cyber threats. The Digital Operational Resilience Act (DORA), introduced by the EU, sets requirements for managing technology risks, ensuring continuity, and safeguarding data.

To help companies assess and strengthen their digital resilience, ECOVIS ProventusLaw has developed the DORA Compliance Self-Assessment Tool.

We offer financial services companies of all sizes secure preparation for DORA with our Compliance Self-Assessment Tool.

Loreta Andziulytė, partner and attorney at law, ECOVIS ProventusLaw, Vilnius, Lithuania

The DORA Compliance Self-Assessment Tool

The ECOVIS ProventusLaw DORA Compliance Self-Assessment Tool provides a detailed analysis of companies’ compliance status and covers essential areas such as ICT risk management, incident reporting, resilience testing and third-party management.

With around 200 targeted questions, the tool ensures a comprehensive review of digital resilience and operational risk management practices. The tool can be used to check and ensure an organisation’s digital resilience and compliance with the EU DORA standards.

For further information please contact:

Loreta Andziulytė, partner and attorney at law, ECOVIS ProventusLaw, Vilnius, Lithuania
Email: loreta.andziulyte@ecovis.lt

ECOVIS International is now offering M&A services in Morocco

19.12.2024

In addition, to our partners of ECOVIS Morocco, we welcome our new partners from ECOVIS Advisory Morocco.

ECOVIS Advisory Morocco is a capital raising, mergers and acquisitions consultancy offering M&A and Strategy services. The financial investment advisory firm is run by Mehdi Alami and Amine Lahlou. With a team of passionate experts, ECOVIS ADVISORY MOROCCO supports its clients in the transformation of their projects, focusing on innovation, performance and sustainability.

Amine Lahlou is enthusiastic about joining ECOVIS International:

“This change marks a new stage in the development of the firm, which is broadening its scope and resources to meet the needs of its customers with innovative solutions and global support. SEVEN 11 PARTNERS has become ECOVIS ADVISORY MOROCCO, reflecting its ambition for growth and its desire to join the Ecovis network’s standards of excellence. As a member of this international network, ECOVIS ADVISORY MOROCCO now benefits from close collaboration with experts from all over the world and privileged access to the industry’s best practices, methods and technologies.”

We warmly welcome our new colleagues from Morocco to the Ecovis family!