Change of legal form of a company

Change of legal form of a company may be carried out at the commercial court, two years from the date of entry in the court register or the entry of the last change in that register.

Restructuring does not constitute liquidation of the company. Additionally, a company against which bankruptcy proceedings have been initiated cannot change its form, except in cases where this is part of implementing a bankruptcy plan.

Restructuring of a joint-stock company

A joint-stock company may be transformed into a limited liability company, a public company, or a limited partnership. The decision on transformation is made by the general meeting of the company, with votes representing at least nine-tenths of the share capital represented at the meeting when making the decision. The statute may stipulate that a larger majority is required for this, or that additional conditions must be met. If there are shares of multiple classes, the decision requires the consent of the shareholders of each class of shares.

Restructuring of a limited liability company

A limited liability company may be transformed into a joint-stock company, a public company, or a limited partnership. The decision on transformation is made by the general meeting of the company. A limited liability company may be transformed into a joint stock company by a decision of the general meeting of the limited liability company, which is adopted by the majority required to amend the articles of association.

Transformation of a partnership into a capital company
A public company and a limited partnership may be transformed into a joint stock company by a decision of all members of the company. A public company and a limited partnership may be transformed into a limited liability company by a decision of all members of the company.

Competent authority and regulations

Ministry of Justice, Public Administration and Digital Transformation - for the Court Register and regulation
Ulica grada Vukovara 49, 10 000 Zagreb
gradjansko.pravo@mpudt.hr
Commercial courts

Companies Act (Official Gazette NN 111/93, 34/99, 121/99 - consolidated version, 52/00 - Decision of the Constitutional Court of the Republic of Croatia, 118/03, 107/07, 146/08, 137/09, 152/11 - consolidated version, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23 and 136/24)
Court Register Act (OG 1/95, 57/96, 1/98, 30/99, 45/99, 54/05, 40/07, 91/10, 90/11,148/13, 93/14, 110/15, 40/19, 34/22 and 123/23)
Regulations on the procedure for establishing distance trading companies (OG 65/19)
Regulations on the method of entry in the court register (OG 121/19, 123/23 and 56/25)