Parliament has recently approved amendments to the Civil Obligations Act to harmonize national law with a number of EU directives. The wide-ranging amendments include measures on pre-emptive rights in contracts and the sale of consumer goods and associated guarantees.
A draft bill on trade is expected to result in a reduction in unfair competition and unregistered businesses. In addition, it aims to create a legal basis for adopting regulations on issues such as retail and wholesale transactions, direct sales by representatives and minimum qualifications for certain commercial professions. However, a proposed ban on Sunday trading has provoked the most controversy.
Parliament has enacted the Amendments to the Companies Act, which should enter into force on April 1 2008. These amendments represent the first substantial change to the act since 2003, and aim to align further Croatian company law with the relevant provisions of EU legislation and with the most recent changes in the German law that was used as a model in drafting the act.
The draft bill on amendments to the Companies Act has been submitted to Parliament for urgent processing. The amendments aim to harmonize the provisions of the act with the EU directives already in force. If adopted by Parliament, the amendments should come into force on April 1 2008.
Amendments to the Court Register Act recently came into force in order to bring Croatian legislation further into line with EU law. The new methods for managing court registration and the registration procedure itself should lead to better protection of, and increased transparency in, economic and legal dealings.
The High Commercial Court has held that in corporations with a two-tier corporate structure the supervisory board - as the body that votes on the appointment and dismissal of members of the management board - is not authorized or required to vote on the resignation of a member of the management board.
The European Commission has published its annual Progress Report for 2005, which addresses the harmonization of the Croatian companies legislation with EU law. The report emphasizes that the level of legislative harmonization in this field is already relatively advanced. The report also analyzes the status of accounting and audit services in Croatia.
Including: Business Entities; Foreign Investments; Liability; Formation; Corporate Governance; Affiliated Companies; Branch and Representative Offices.
In an amendment to the Croatian Judiciary Act the Parliament has clarified that the commercial courts, and not the civil courts, are competent to hear disputes involving the share transfer and membership rights in a company.
Joint stock companies which are not obliged to provide the CDA with information on non-certificated securities may choose to do so nonetheless if their articles of association provide for the issuance of shares in non-certificated form.
A new act provides for a number of measures which aim to attract new investments into the country. However, the incentive measures and tax and tariff privileges will only apply to investments which are environmentally sound and which achieve one or more of the objectives specified in the act.
Following a Constitutional Court decision, there is now no mandatory employment requirement for managers of companies in Croatia. The business community has welcomed the court's decision, which will particularly facilitate operations of companies that are established by foreign investors.
Including: Business Entities; Foreign Investments; Liability; Formation; Corporate Governance; Affiliated Companies; Branch and Representative Offices
Most joint stock companies in Croatia issue non-certificated shares, but the securities records they keep are not always accurate. Therefore, the Croatian Central Depository Agency has enacted bylaws on the delivery of data on unregistered securities.
Amendments to the Companies Act provide that all companies that are registered in Croatia must employ at least one member of the management board on a full-time basis. The changes have come under fire from the business community.
A concentration must be notified if the aggregate annual turnovers of its participants meet specified statutory thresholds. This update explains the notification procedure.