Setting up a d.o.o. or j.d.o.o.: differences and costs

Share capital, member liability and the incorporation procedure.

The limited liability company (d.o.o.) and its “simple” variant (j.d.o.o.) are the most common business forms in Croatia. The differences go beyond share capital.

Share capital and number of members

A d.o.o. requires minimum share capital of EUR 2,500, while EUR 1 suffices for a j.d.o.o. A j.d.o.o. may have at most three members and one director, and must allocate a quarter of its annual profit to statutory reserves until it reaches the capital required for a full d.o.o.

The incorporation procedure

Incorporation is carried out before a notary public or remotely via the START system. Alongside the articles of association or founding statement, you must determine the company name, seat, activities and management. Registration with the court register normally takes a few working days.

Member liability

In both forms, members are not personally liable for the company’s obligations — although piercing the corporate veil is possible in cases of abuse. Directors’ liability for the proper conduct of the company’s business also deserves particular attention.

This article is for information only and does not constitute legal advice. Contact us to discuss your specific case.

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