New registration and disclosure obligations for companies and branches in Croatia

In Croatia, newly formed companies are obliged in future to provide at least one email address to the court register within three months of the registration of their formation. Existing companies that have already been entered into the court register are also obliged to provide their email addresses for registration; the deadline for this is 1 September 2020. The application for registration of the email address must be filed by a legal representative of the company and must be made using the standard form that is prescribed for this purpose. Registration of the email address is mandatory. If the application for registration is not filed in due time, companies can expect to be granted a grace period of 15 days within which to perform this obligation. Failure to comply with this obligation may be punished with a fine. The courts will primarily use the email addresses provided to speed up their business communication with the companies and to reduce the cost of communication.

Another novelty is the introduction of an obligation for Croatian branches of companies that are based in another Member State of the European Union to disclose the head office’s annual accounts. Any branch that is subject to this obligation must in future file with the Croatian Fiscal Agency (FINA) a certified Croatian translation of its head office’s accounting documents that have been prepared, audited and published in accordance with the laws applicable to the head office. The deadlines for this disclosure obligation have been adjusted by the Act Amending the Croatian Accounting Act and by a new Regulation on Deadlines for the Submission of Accounting Documents. In exceptional circumstances, i.e. if the entrepreneur concerned has either been prohibited from working by an official order from the authorities or if work has been significantly restricted, the deadline by which the Croatian branches that are subject to this disclosure obligation and whose fiscal year is the calendar year have to file the relevant documents is 31 August 2020. Failure to meet the language requirements or the deadlines for the filing may be punished with a fine.

The extended registration and other obligations which result from the reform in Croatia also apply to German companies that operate there. The email registration obligation that has been introduced by the Croatian reform serves the purpose of speeding up judicial and notice proceedings. The primary purpose of including email addresses in the court register is to enable courts to serve orders and decisions on companies by email in future, thus speeding up judicial proceedings. The reform has, hence, been driven by factors such as procedural economy and digitalisation. This may have adverse consequences for companies that do not register, for example, when they are not timely informed of the status of judicial proceedings and/or of the expiry of deadlines in judicial proceedings in which they are involved. The Croatian legislator’s intention behind the introduction of the obligation to disclose the annual accounts was to make it easier to access economic and entrepreneurial structures in legal and business transactions, in particular with a view to protecting persons who contact a company via a Croatian branch. The deadlines for the disclosure of the accounting documents were appropriately extended because of the current COVID-19 pandemic.