CROATIA Law and Practice Contributed by: Mirna Mišetić, Mišetić & Partners
the whole or parts of one or more other undertak - ings, by: (a) the acquisition of a majority shareholding; (b) the acquisition of a majority of voting rights; or (c) any other means provided for under the Croa - tian Companies Act. The creation of a joint venture that performs all the functions of an autonomous economic entity on a last - ing basis is also considered a concentration. Intra-group restructurings do not constitute concen - trations and are therefore not notifiable. Likewise, transactions involving the transfer of control to bank - ruptcy trustees or liquidators are excluded from noti - fication requirements, as are temporary acquisitions by financial institutions, investment funds or insurance companies for resale purposes within a period of 12 months (provided that voting rights are not exercised to influence the competitive conduct of the target). Operations not involving the transfer of shares or assets may be caught if they bring about a lasting change of control. For example, shareholders’ agree - ments may give rise to joint control where they provide for co-ordinated voting or grant one or more minority shareholders decisive voting rights or veto rights over strategic decisions. De facto acquisitions of control are also caught. 2.4 Definition of “Control” Control is understood as the ability to exercise deci - sive influence over an undertaking. It may be acquired through a majority shareholding or a majority of voting rights, or by other legal means, either on a contractual basis or on a de facto basis. De facto control may arise, inter alia, in situations involving family links, dis - persed shareholdings or strong economic interests or dependencies among shareholders. Control may also be exercised negatively, where a shareholder holds veto rights over strategic decisions relating to the undertaking’s business policy. Control may take the form of sole or joint control. Joint control exists where two or more undertakings
are able to exercise decisive influence over another undertaking. 2.5 Jurisdictional Thresholds Notification to the Croatian Competition Agency is required if the combined worldwide consolidated turnover of all undertakings concerned exceeds EUR132,722,808.41, provided that at least one under - taking concerned is established in or has a branch in Croatia, and if at least two undertakings each achieve a turnover in Croatia of no less than EUR13,272,280.84. These jurisdictional thresholds apply uniformly across all sectors. The special notification rule that previ - ously applied to mergers between media publishers, irrespective of turnover, has been abolished by the Act Implementing Regulation (EU) 2024/1083 (Official Gazette No 27/2026, applicable from 26 March 2026). 2.6 Calculations of Jurisdictional Thresholds Jurisdictional thresholds are calculated on the basis of turnover generated in the financial year preceding the transaction. Turnover includes revenues from ordinary business activities and is calculated at group level, excluding extraordinary income, financial income (except for financial institutions), turnover-related taxes and intra-group sales. Croatian law does not specify a mandatory exchange rate for turnover booked in foreign currencies. In line with EU practice and the Commission Consolidated Jurisdictional Notice, turnover should be converted into euros using the average exchange rate for the relevant financial year, based on audited annual accounts, without breaking figures down into shorter periods. 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds For the purposes of threshold calculation, the under - takings concerned depend on the structure of the transaction. In an acquisition of sole control, these are the acquirer and the target. In cases of joint control, all undertakings that will exercise joint control (both existing and new shareholders) are considered under - takings concerned, together with the joint venture if it already operates in the market.
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