CROATIA Law and Practice Contributed by: Ivan Gržić, TUS & GRŽIĆ
sons for Criminal Offences, a legal person is liable if the offence was committed by a responsible natural person in its name, on its behalf or for its benefit, or due to a failure in supervision or organisation. Proceedings against the legal person and the natu - ral person are generally conducted jointly, allowing a single judgment and comprehensive assessment of liability, though proceedings against the legal person alone are possible if the natural person is unavailable. Liability within corporate structures is determined by the conduct of managers or entrusted persons, or by failures in supervision, control or business organisa - tion. This functional model corresponds in practice to “failure to prevent”, though is not expressly named as such. In corporate groups, parent company liability may arise from actual control, benefit from the offence or inadequate supervision. Legal successors also inher - it liability, so mergers or acquisitions do not exclude responsibility for prior offences. In conclusion, the Croatian system applies cumulative liability for legal and natural persons, assessing indi - vidual responsibility alongside corporate liability, with a focus on control, benefit and organisational failures. 5.2 Compliance Programmes In the Croatian legal system, there is no general statu - tory obligation for all legal persons to implement for - mal compliance programmes for preventing finan - cial crime, though such programmes are required or strongly expected in certain sectors. The framework is fragmented and sector-specific: the Anti-Money Laun - dering and Terrorist Financing Act mandates internal controls, risk assessments, procedures, appointment of responsible persons, and supervisory systems for financial institutions and other obliged entities, while whistle-blower protection legislation requires internal reporting channels for employers of a certain size. In the public and para-public sectors, compliance functions are expressly required, for example in state- majority-owned companies, whereas in the private sector such obligations are not general but encour -
aged through regulatory, supervisory and market expectations. Croatian law does not criminalise the mere absence of a compliance programme, nor provide a formal “fail - ure to prevent” model. However, organisational fail - ings or ineffective internal controls may be relevant in establishing a legal person’s liability when a criminal offence results from such deficiencies. 5.3 Defences and Exceptions Croatian criminal law does not provide special defenc - es exclusively for financial or economic crime; general substantive and procedural defences under the Crimi - nal Code and CPA apply. These include challenging elements of the offence (absence of pecuniary dam - age, unlawful gain or breach of duty), culpability (lack of intent, mistake, reliance on professional advice), and grounds excluding unlawfulness (lawful conduct, self-defence, necessity). Procedural objections, such as illegality of evidence or breaches of defence rights, are also common. Croatian law does not recognise general de minimis exceptions for financial offences, though the concept of an insignificant act (Article 33) exists. It applies restrictively: a criminal offence does not exist if harm is negligible, culpability minor and punishment unnec - essary. This is rarely invoked in economic and financial crime due to market impact. There are no general safe harbours for financial crime. Limited procedural mitigations, such as the principle of opportunity or plea agreements, do not exempt from substantive liability. Sector-specific exceptions exist indirectly through regulatory regimes (tax, finan - cial, AML), affecting unlawfulness, culpability or sanc - tions, but not eliminating liability if offence elements are met. In conclusion, Croatian criminal law provides general defences without special privileges for financial crime, and exceptions like the insignificant act are narrow and rarely applied. 5.4 Whistle-Blower Protection In the Republic of Croatia, whistle-blower protection for reporting financial crime is governed primarily by
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