CROATIA Law and Practice Contributed by: Iva Basarić, Marija Gregorić and Matija Skender, Babic & Partners
A change of shareholder is registered with the court registry of the competent commercial court in Cro - atia (ie, the court with which the target company is registered) and/or the Central Depository & Clearing Company Inc. (abbreviated in Croatian as SKDD – reg - istered with the central securities depository and a registry of non-materialised securities). The acquisition of a qualifying interest in a credit institution is subject to prior approval of the Croa - tian National Bank, and the acquisition of a qualifying interest in companies such as insurance companies, pension insurance companies, leasing companies and investment companies is subject to the approval of the Croatian Financial Services Supervision Agency. Certain transactions may also be subject to merg - er clearance by the Croatian Competition Agency; see 2.4 Antitrust Regulations for more detail. Also, towards the end of 2025, Croatia enacted its first Act on Screening of Foreign Investments (the “FDI Act”) which came into force on 13 November 2025. How - ever, the adoption of the Act is still to be followed by putting in place the implementing regulation detailing certain aspects and criteria for the FDI screening. For more details on the new FDI regime; see 2.3 Restric- tions on Foreign Investments . 2.3 Restrictions on Foreign Investments General Overview The Croatian FDI Act sets a general framework for the FDI screening regime, however, details of the process are expected to be further regulated by the imple - menting regulation, yet to be adopted. Under the FDI Act, the regulator in charge of the FDI screening process is the Commission for Screening of Foreign Investments (the “Commission”) and the Min - istry of Finance. The Commission is authorised, inter alia, to analyse and assess the risk of negative effects of foreign investments, and to render opinions based on which the decision in the FDI screening process will be reached by the Ministry of Finance. Under the FDI Act, the foreign investor may be: • any individual who is not a citizen of Croatia or another EU or EEA member state (including dual
nationals who also hold third-country citizenship) and stateless persons; • any legal entity incorporated under the laws of a non-EU and non-EEA member state (including trusts and similar foreign legal forms); • any investment migration intermediary (as regu - lated by Regulation (EU) 2024/1624); • any legal entity established in Croatia or another EU or EEA member state that is directly or indi - rectly controlled by a foreign investor or by a public body of a third country; and • any subsidiary or branch in Croatia or another EU or EEA member state that is directly or indirectly controlled by a foreign investor or by a public authority of a third country. Process and Timeline FDI screening filing is required in instances where a foreign investor (as defined under the FDI Act) acquires or increases/decreases its qualified hold - ing (which is set as at least 10% of shares or voting rights or proprietary rights) or obtains control (which is relatively broadly defined) over the target subject to the Croatian FDI regime, as well as with respect to concessions and public-private partnerships involving foreign investors. The FDI Act provides that the list of target entities sub - ject to FDI regime will be determined by different gov - ernmental authorities, instead of providing for criteria on the basis of which the investors would need to self- assess whether investment into such entity would be considered as falling under the Croatian FDI regime. The screening must be performed before closing of the transaction (or being awarded concession/signing of the concession agreement or signing the public- private partnership agreement). The rulings of the Ministry of Finance will not be sub - ject to appeal, but they may be challenged by initiating an administrative dispute before the High Administra - tive Court of the Republic of Croatia. The Croatian FDI Act does not provide for the pos - sibility of remedies or commitments (in essence, the foreign investment may either be approved or denied). In addition, under the FDI Act, the Ministry of Finance
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