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Executive Board

The Executive Board (“EB”) may be part of either a (i) one-tier corporate governance system - an organizational structure which includes the EB as the sole governing body in the Company, or (ii) two-tier corporate governance system - an organizational structure which includes two governing bodies in the Company, the other governing body being the Supervisory Board (“SB”). The Shareholders of the Company decide upon their discretion whether the Company will have a one-tier or a two-tier system and whether there will be one or more EB members.

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Division of Duties:  Generally speaking, the EB is responsible for day-to-day running of the business of the Company and for compliance of business with all the laws regulating the relevant business activity and with the Company’s constitutional documents, including the Articles of Association (“AoA”). Additionally, the EB is responsible for proper keeping of the Company’s accounting books, accuracy of the financial statements, reporting to the SB and the Shareholders at least once per year, etc. The SB, if the two-tier corporate governance system is elected, controls and supervises the work of the EB.

Composition: The EB in a Limited Liability Company is composed of one or more members where one member is appointed as the Managing Director (“MD”). There is no maximum amount of EB members and there are no restrictions on whether the number of EB members needs to be odd. Only natural persons can hold a position as EB member.

Appointment/Dismissal Competence: The competence for the appointment and dismissal as well as the decision making process and reappointment is regulated in the Company’s Articles of Associations (“AoA”). In case the competence and procedure are not determined in the Company’s AoA, the General Meeting (“GM”) usually holds this competence pursuant to Croatian Companies Act. In practice, it is the GM which is competent for the appointment and dismissal of the EB members. Appointment and dismissal competence is granted upon the SB only when stipulated so in the AoA.

Alternates: In case of absence, the MD is obliged to appoint an alternate to perform her/his duties. Although not common in practice, EB members may be represented on an EB Meeting by a proxy based on a special Power of Attorney.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Croatia on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Karanovic & Partners before actually changing any board members in Croatia.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the MD or the Shareholder(s).

Minimum 7 calendar days prior to the GM (unless the AoA requires a longer notice period).

Yes, each Shareholder is to receive original convening notice by registered mail.

No.

Yes, if the GM is attended by all Shareholders (unless provided otherwise by the AoA), or if all  Shareholders agree to adopt a decision in writing.
2

GM.

(i) Minutes of the GM;

(ii) Resolution on the appointment of the EB Member.

Yes, Minutes to be signed by the Chairman of the GM and the Minute-Keeper.

Resolution to be signed by all Shareholders.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes, original Minutes to be kept at the Company's premises.

Yes, signatures on the Resolution on the appointment have to be certified by the notary public.

No, however, the appointment may be adopted without a GM if a Resolution is signed (and notarized) by all Shareholders entitled to vote. Further, no physical meeting is required, if all Shareholders concur.

The appointment will become effective as per the date of the resolution and is generally not affected by the registration with the competent Commercial Court Register (cf. Step 3).
3

Filing with the competent Commercial Court Register.

(i) Resolution;

(ii) Statement of acceptance of the new EB member;

(iii) List of authorized representatives of the Company;

(iv) Specimen signature of the new EB member;

(v) Application form signed by all EB members and Chairman of the SB (if SB is established);

(vi) Proof of payments of court fees;

(vii) Amendments of the AoA and/or the MoA, (only if AoA/MoA include the name(s) of the EB members).

Yes, application to be signed by each EB member and the President of the SB ((if SB is established) or by proxy).

Statement of acceptance and specimen signature to be signed by new EB member.

Amendments of the AoA and/or MoA to be signed by the Shareholders (if required). 

Without delay.

Yes, all documents are to be filed in original hard copy. 

Yes, application form to be drafted and signed before the notary public.

Signature and consent of the new EB member as well as the Statement of acceptance to be notarized.

Amendments of the AoA and/or MoA to be executed in the form of a notarial deed (if required).

No.

If not a Croatian citizen, a Croatian Tax Number (OIB) must be provided before the Tax authority on the basis of the scanned PoA and the passport scan.
1
Step 1
> 7 days*
2
Step 2
0 days
3
Step 3
No specific requirements

> 7 days**

*Less than 7 days only possible if Step 1 is waived.

**Notarization and OIB (if needed) may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the MD or the Shareholder(s).

Minimum 7 calendar days prior to the GM (unless the AoA requires a longer notice period).

Yes, each Shareholder is to receive original convening notice by registered mail.

No.

Yes, if the GM is attended by all Shareholders (unless provided otherwise by the AoA), or if all  Shareholders agree to adopt a decision in writing.
2

GM.

(i) Minutes of the GM;

(ii) Resolution on the dismissal of the EB Member.

Yes, Minutes to be signed by the Chairman of the GM and the Minute-Keeper.

Resolution to be signed by all Shareholders.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes, original Minutes to be kept at the Company's premises.

Yes, signatures on the Resolution to be certified by the notary public.

No, however, the dismissal may be adopted without a GM if a Resolution is signed (and notarized) by all Shareholders entitled to vote. Further, no physical meeting is required, if all Shareholders concur.

The dismissal will become effective as per the date of the resolution and is generally not affected by the registration with the competent Commercial Court Register (cf. Step 3).
3

Filing with the competent Commercial Court Register.

(i) Resolution;

(ii) List of authorized representatives of the Company;

(iii) Application form signed by all EB members and Chairman of the SB (if SB is established);

(iv) Proof of payments of court and administrative fees;

(v) Amendments of the AoA and/or the MoA, (only if AoA/MoA include the name(s) of the EB members).

Yes, application to be signed by each EB member and the President of the SB ((if SB is established) or by proxy).

Amendments of the AoA and/or MoA to be signed by the Shareholders (if required).

Without delay.

Yes, all documents are to be filed in original hard copy.

Yes, application form to be drafted and signed before the notary public.

Amendments of the AoA and/or MoA to be executed in the form of a notarial deed (if required).

No.

The EB should always have at least one member (or more if envisaged in the AoA). Therefore, if a sole EB member is dismissed, a new member should be appointed at the same time.
1
Step 1
> 7 days*
2
Step 2
0 days
3
Step 3
No specific requirements

> 7 days**

*Less than 7 days only possible if Step 1 is waived.

**Notarization may take additional time.
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Karanovic & Partners in cooperation with local lawyers has provided all input about changing board members in Croatia[...].

Karanovic & Partners is a regional legal practice in Southeast Europe with a tradition spanning two decades and cooperating offices in Serbia, Croatia, Slovenia, Montenegro, North Macedonia and Bosnia and Herzegovina. With more than 100 attorneys at law cooperating across the region, we provide integrated services focusing on effectiveness and practicalities in providing solutions to the clients.

For more information about Karanovic & Partners and changing board members in Croatia, please use the below contacts:

TEL:
EMAIL: croatia@karanovicpartners.com
WEB: www.karanovicpartners.com