Business decisions often raise connected questions about ownership, governance, authority to represent, contracts, employment, financing, liability and registration of changes.
We advise founders, company members, management boards, investors, employers, associations, foundations and institutions — from establishment and day-to-day operations to joint projects, investments, reorganisation, financial difficulty and dissolution.
Contact usHow we can help
Companies, associations, foundations and institutions
We advise Croatian and foreign founders on choosing between a company, association, foundation, institution and another suitable legal form. We help establish the ownership, governance and operating structure, activities, bodies, decision-making and representation, and provide legal support for registration, later changes and dissolution.
We draft and review articles of association, statements of incorporation, statutes, founding decisions and other required acts. We provide particular support to humanitarian associations and public-benefit foundations, including legally structuring their purpose, governance, funding sources and the designated use of donations and other funds.
Company governance and relations between members
We advise company members, management, supervisory boards and other responsible persons on their powers, duties and decision-making.
We prepare decisions, minutes, shareholders’ and members’ agreements and other governance rules. We help regulate company financing, profit distributions, related-party transactions, transfers and encumbrances of interests, admission and exit of members, succession to interests and responses to deadlock or a breakdown in relations between members.
Commercial agreements and business relationships
We draft, review and negotiate Croatian and cross-border commercial agreements, including sale, services, distribution, agency, business cooperation, confidentiality and other forms of long-term commercial collaboration.
Particular attention is paid to the subject matter, price and payment, deadlines, security, guarantees, liability, termination and dispute resolution. We also advise during performance, renegotiation and responses to breach.
Consortia, partnerships and joint ventures
We legally structure joint participation by several companies in a project through a consortium, partnership, joint bidding arrangement or another joint-venture model. The model is adapted to tender conditions, the contracting authority’s requirements, financing and the actual allocation of work between the partners.
The agreement regulates the role of the lead and other members, contributions, decision-making, allocation of costs and profit, liability to the client, guarantees, information sharing, changes in membership, partner exit and dispute resolution. During delivery, we monitor joint and individual obligations and address deviations in deadlines, cost and scope.
Investments, transfers of interests and corporate transformations
We advise on investments, acquisition and transfer of company interests and shares, capital increases and reductions, takeovers and the admission of new investors.
We conduct legal due diligence and prepare letters of intent, transaction timetables, investment and transfer agreements and the required corporate decisions. We also advise on mergers, divisions, conversions and other corporate transformations, from initial structuring to registration of completion.
Employment and internal organisation
We advise employers and employees on entering into, regulating and terminating employment, employment rights and duties, pay and other remuneration, working time, liability and protection of rights.
We draft employment and management agreements, employment rules, decisions and other internal documents. We advise on organisational changes, business transfers, recruitment, termination, negotiations, inspections and employment disputes.
Restructuring, pre-bankruptcy, bankruptcy and liquidation
We advise companies, management, creditors and investors where financial or organisational restructuring is required.
We analyse contractual obligations, due claims, security and the legal position of those involved. We advise management on its duties and available options, prepare documents and represent clients in pre-bankruptcy, bankruptcy and liquidation proceedings. We also advise on filing and protecting claims, realising assets and arranging the company’s dissolution.
How we work
Initial enquiry
The client sends us basic information about the organisation or business, the members, management, investors or business partners involved and the decision, transaction or problem to be addressed.
It is useful to identify the current stage of negotiations or proceedings, the business objective and any important deadline.
Review of documents and business context
We review information from the relevant register, founding and governance acts, decisions, agreements, internal documents and relevant correspondence.
We relate the documents to how the organisation actually operates, the relationships between those involved and the result the client wishes to achieve.
Legal assessment and structure of the solution
We identify the available legal models, required decisions and consents, contractual and governance risks and the registration and other steps required for implementation.
For investments, corporate transformations and restructuring, we coordinate the legal work with the financial, accounting and tax aspects addressed, where necessary, by the client’s other professional advisers.
Preparation and implementation
We agree the scope of legal support, sequence of actions and communication process.
The engagement may include legal analysis, drafting decisions and agreements, negotiations, registration procedures, representation before competent authorities or continuing legal support for the business.
What to prepare for an initial enquiry
Basic information
- the organisation’s name, Croatian personal identification number (OIB) and legal form
- details of members, management and persons authorised to represent it
- a short description of its activities and operating model
- the business objective, decision or change you wish to implement
- details of the investors, partners, employees or creditors involved
- the current stage of negotiations or proceedings and any important deadline
Documents available to you
- extract from the relevant register
- articles of association, statement of incorporation, statute or another founding act
- members’ agreement and other arrangements between members
- minutes and decisions of the general meeting, management or other bodies
- draft agreement, offer, letter of intent and relevant correspondence
- documents concerning interests, capital, investments and financing
- employment agreements, rules and other internal documents, where relevant
- financial and accounting information required to assess restructuring or dissolution
For the initial enquiry, the basic information and documents directly connected with the decision or problem are sufficient. Following an initial review, we will identify any additional documents that should be obtained.
Typical matters
Company formation or admission of an investor
Founders are starting a new business or an existing company is admitting a new investor. The legal form, ownership percentages, financing, management powers and matters requiring joint member approval must be determined.
Legal support includes selecting the appropriate structure, preparing formation and investment documents, adopting the required decisions and completing registration in the court register.
Deadlock or a breakdown in relations between members
The members can no longer agree on management, financing, profit distribution, an important agreement or the future direction of the business.
The articles of association, shareholders’ or members’ agreement, decisions and actual operating practice must be reviewed. We then assess negotiation, amendment of governance rules, transfer of interests, member exit, reorganisation or appropriate court protection.
Joint participation in a project
Several companies wish to bid jointly or deliver a complex project, with each partner assuming a defined part of the work, cost and responsibility.
Legal support includes selecting the collaboration model, reviewing tender and contractual terms and regulating the lead member’s role, decision-making, contributions, allocation of revenue and costs, guarantees, liability to the client, changes in membership and exit from the project.
Reorganisation or financial difficulty
A company is changing its organisation, reducing operations, selling part of the business or experiencing difficulty in meeting its obligations.
The position of the company, management, members, employees and creditors must be considered together. Legal support may include restructuring contractual relationships, organisational and employment changes, negotiations with creditors, protection of claims and preparation for pre-bankruptcy, bankruptcy or liquidation proceedings.
Related legal guides
Choosing between a company, branch and other forms, the formation process, governance, financing and post-registration obligations.
Management powers, decision-making, shareholders’ and members’ agreements, transfers of interests, capital changes and company reorganisation.
Use of AI, protection of personal and confidential data, supplier agreements, human oversight and internal rules.
Begin by describing the organisation, business objective and decision to be made.
In your initial enquiry, identify the organisation, its legal form and the people involved, the current stage of the business relationship, negotiations or proceedings, the objective and any deadline. Attach the founding act, decision, agreement or another key document. On that basis, we will agree the scope of the review and the next step.