CROATIA Law and Practice Contributed by: Iva Basarić, Marija Gregorić and Matija Skender, Babic & Partners
Certain transactions may also be subject to merger clearance by the Croatian Competition Agency; see 2.4 Antitrust Regulations for more detail. 2.3 Restrictions on Foreign Investments The Croatian government has adopted the nec - essary regulations to implement Regulation (EU) 2019/452 ( “EU FDI Screening Regulation” ) and established a national contact responsible for co-ordination and communication with other EU member states and the EU Commission in the context of the Regulation’s implementation. However, Croatia does not yet have a national foreign direct investment (FDI) screening mech - anism in place. The Croatian government has announced the introduction of a national FDI screening regime based on Article 3 of the EU FDI Screening Regulation by way of adopting a separate national FDI screening act, but there are still no concrete developments with respect to the adoption of said act. The adoption of the Croatian FDI screening act was originally planned for 2024, but so far (as of February 2025) no draft FDI screening act has been made available for public consultations. Even though Croatian laws generally provide for the equal treatment of foreign investors and Croatian citizens and entities, there are certain regulatory restrictions on FDI in specific sectors that apply to the acquisition of assets or the con - duct of business operations in Croatia by foreign investors, including the acquisition of real estate and the conduct of regulated business activities. 2.4 Antitrust Regulations The Croatia merger control regime is governed by the Croatian Competition Act. Croatian merg - er control rules follow the key principles of the EU merger control regime, as governed by the EU Merger Regulation (139/2004). In addition,
the Croatian Competition Act expressly provides that, in case of gaps or uncertainties in interpre - tations of Croatian competition laws, the criteria set forth by the rules of EU competition laws shall be applied as appropriate. The relevant merger control authority in Croatia is the Croa - The regime applies to concentrations of under - takings that involve the change of control of the undertaking on a lasting basis through a merger by acquisition or a merger by forming a new company, or through the acquisition of direct/indirect control or a controlling influence by one or more undertakings over one or more other undertakings or parts thereof by way of the acquisition of a majority shareholding or a majority of the voting rights, or by other means. This also includes the creation of a full-function joint venture. The Croatian Competition Act exempts internal reorganisations from the duty to notify. Merger Control Thresholds, Procedure and Clearance Under the Croatian Competition Act, a concen - tration is notifiable to the CCA if the following thresholds are cumulatively met: tian Competition Agency (CCA). Definition of a Concentration • the combined worldwide annual turnover of all undertakings concerned is at least EUR132.72 million in the financial year pre - ceding the concentration and at least one undertaking party to the concentration has a seat or a branch office in Croatia; and • the aggregate national turnover in Croatia of each of at least two undertakings concerned is at least EUR13.23 million in the preceding financial year.
525 CHAMBERS.COM
Powered by FlippingBook