CROATIA Trends and Developments Contributed by: Mirna Mišetić, Mišetić & Partners
ly needs to account for parallel regimes that operate on different objectives but on overlapping timelines. The most significant recent developments include the establishment of a national foreign investment screening regime. The Foreign Investment Screen - ing Act, published in Official Gazette No 136/2025, entered into force on 13 November 2025 and brings Croatia into alignment with the framework of Regula - tion (EU) 2019/452. The new regime applies to quali - fying investments by non-EU investors (and certain EU-based investors ultimately controlled by non-EU persons) in undertakings active in sectors considered sensitive from a security or public-order perspective. The screening procedure is administered by the Minis - try of Finance, which formally decides on applications by way of a decision, but the substantive risk assess - ment is carried out by a dedicated inter-institutional Commission for Foreign Investment Screening, estab - lished by the government. The Commission’s opinion forms the basis of the Ministry’s decision. A number of implementing acts, including the regulation identifying the specific subsectors and the practical mechanism for designating obliged target entities, are still in the process of finalisation at the time of writing, which means that the operational contours of the regime will continue to take shape in the coming months. Where applicable, foreign investment screening will require a separate filing and its own clearance, and parties will need to co-ordinate timelines and information flows between the two procedures. The EU Foreign Subsidies Regulation adds a further potential layer, although it operates exclusively at EU level and is administered by the European Com - mission. Where notification thresholds are met, FSR review proceeds in parallel to merger control review and may extend the overall regulatory timeline, par - ticularly in transactions involving public financial con - tributions from non-EU jurisdictions.
For practitioners, the practical takeaway is that merger control planning increasingly needs to be embedded in a broader regulatory roadmap. Identifying appli - cable parallel filings, sequencing engagement with the relevant authorities, and managing confidential information across procedures are becoming routine elements of cross-border deal execution involving Croatia. Conclusion: quiet reform, visible sophistication Croatian merger control is not undergoing a dra - matic legislative overhaul: the statutory turnover test remains in place, the prohibition standard is unchanged, and the institutional architecture of the Competition Agency continues to function as before. Yet beneath this stable surface, recent practice has provided particularly clear illustrations of the sophis - tication of the Agency’s analytical approach. The sub - stantive analysis in recent cases has shown a notable engagement with sector-specific competitive dynam - ics, the regulatory landscape surrounding merger con - trol has expanded with the recently adopted media framework, and broader policy discussions, including those on killer acquisitions and below-threshold trans - actions at EU level, continue to inform the Croatian debate. For clients and their advisers, the implication is straightforward but consequential. Merger control work in Croatia can no longer be approached as a purely formal exercise of applying turnover thresholds and standard SIEC analysis. The cases that genuinely matter – whether because of geographic concentra - tion, cross-border dynamics, structural complexity or sectoral specificity – require an early, well-substanti - ated and integrated regulatory strategy. The reward, in a regime that engages with that complexity head-on, is greater predictability for those who do the same.
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