Buying a Business in Croatia

Buying a business in Croatia usually means one of two things: buying an existing company — most often a limited company, a d.o.o. or j.d.o.o. — by taking over its shares, or buying the assets of a trading business such as a café, a shop or a rental operation and running them through a new entity. In Croatian the first is kupnja postojeće tvrtke through a prijenos poslovnog udjela, the transfer of a business share; foreigners also search for “business for sale in Croatia”, “buy a company in Croatia” or “share purchase”. Some older lists and lawyer pages call this service “Buy Business”. The page is for foreign buyers, partners joining a Croatian company and investors who have found a business advertised for sale and want to know what they are really buying.

Two ways to buy

• Share deal. The buyer steps into the company with everything it has: contracts, permits, staff, bank accounts and debts. The contract transferring a share in a d.o.o. is made as a notarial act or as a private document certified by a javni bilježnik (notary); the change is entered in the company's book of shares and reported to the court register kept by the commercial court.
• Asset deal. The buyer takes only what is listed — equipment, stock, a brand, sometimes real estate — and usually needs a new lease of the premises from the landlord. Property in the deal is entered in the zemljišne knjige (land registry) and carries its own transfer tax.
• A sole trader's obrt belongs to its owner personally, so taking over that kind of business normally means buying its assets and opening a new obrt or company.

What to check before signing

Blocked bank accounts and unpaid taxes (FINA and the Tax Administration can confirm the position), pending court cases, the lease of the premises and whether the landlord has to agree, the employees who move with the business, which permits belong to the company and which to the premises, and the accounts behind the asking price. The seller may owe tax on the gain from selling the share, and the choice between a share deal and an asset deal changes the tax for both sides.

What a lawyer does

The lawyer runs the legal checks, reads the registers and contracts in Croatian, negotiates the purchase agreement and the seller's warranties, coordinates the notary and the court-register filing, and arranges the buyer's OIB and a power of attorney when the buyer is abroad. The figures are tested with an accountant — see company audit and tax and accounting for limited companies; the agreement itself is covered by contract review and advice, and starting from scratch instead by business set-up.

Questions and answers

Can a foreigner buy a Croatian company?

In general yes; foreign individuals and companies can hold shares in a d.o.o. Owning a company does not by itself give a right to live or work in Croatia — that is a separate permit.

Do I have to come to Croatia to sign?

Not always. The notary can act for a buyer represented under a power of attorney signed abroad, with an apostille where needed and a certified translation.

Who pays the company's old debts?

In a share deal the company keeps its debts, so the buyer carries them indirectly; the purchase agreement can make the seller answer for debts that were not disclosed.

Is buying the company better than buying the assets?

It depends on the debts, the permits, the staff and the tax result for both sides; a lawyer and an accountant compare the two for the specific business.