Contract Drafting in Croatia

Contract drafting in Croatia — people also search for a contract lawyer, someone to draft or write a contract, or a bilingual contract in English and Croatian — is the preparation of a new ugovor (contract) under Croatian law, chiefly the Zakon o obveznim odnosima, the Civil Obligations Act. Typical documents are service and supply contracts, loans between private people or to a company, agreements between business partners, contracts with builders and the predugovor, a preliminary contract that binds both sides to sign the main one later.

For whom

Foreign owners of businesses and homes in Croatia, freelancers working for Croatian clients, investors lending to a Croatian company or a relative, and anyone who would rather not sign a Croatian template they cannot fully read. When the other side has already sent a draft, contract review and advice is the closer fit.

How a contract is built under Croatian law

1. Pinning down what was actually agreed: the price, what is delivered and when, and what happens if one side is late or does not perform.
2. Choosing the form. Most contracts only need to be in writing between the parties; a transfer of real estate also needs a notary-certified signature for the land register, and a javnobilježnički akt (notarial deed) or a solemnizacija (notarial confirmation) can make the contract directly enforceable.
3. Choosing the language: English, Croatian or both, with one version named as binding. Courts, notaries and the land register work from Croatian, so a translation by a sudski tumač (court interpreter) is needed whenever the contract reaches them.
4. Adding the security that suits the deal: a contractual penalty (ugovorna kazna), a deposit (kapara), a bank guarantee or a pledge.

What decides whether it works

• A clause lifted from a foreign template may be void in Croatia or read differently by a Croatian judge.
• A penalty that is out of proportion can be reduced by the court.
• The governing law and the court or arbitration are best settled at the start, not after a dispute begins.
• A sale of property needs a tabularna izjava, the seller's consent to registration, or the buyer cannot be entered as owner, see property purchase.

The lawyer's work

The lawyer drafts the contract in Croatian and English, explains each clause, arranges the notary when the form calls for it, and keeps the file ready for the day a clause has to be enforced, see contract disputes and breach of contract. Confidentiality is often a document of its own: non-disclosure agreements.

Questions and answers

Is a contract in English valid in Croatia?

Between private parties, generally yes. A Croatian version or a certified translation is needed once the contract goes to a court, a notary, the land register or another authority.

When is a notary involved?

When the law requires a special form, as for real estate, or when the parties want the contract to be enforceable without a lawsuit.

What is kapara?

A deposit paid when the contract is concluded. As a rule, the side that pays it loses it by walking away, and the side that receives it and walks away returns it doubled.

Can a contract be signed without meeting?

Ordinary contracts can be signed separately or with a qualified electronic signature; documents for a notary or the land register need certified signatures, which can be arranged abroad.