How to Keep a Company Minutes Book in Croatia?

Company Minutes Book in Croatia: A Clear and Practical Guide for Foreign Entrepreneurs

When you establish a d.o.o. or j.d.o.o. in Croatia, you need to make and keep written records of many critical decisions, from opening a bank account to appointing directors, from profit distribution to capital increase. At this point, the requirement for a “company minutes book” (minutes book / decision book) arises.

If you maintain this book incorrectly in Croatian practice;

• You will face proof issues in disputes between partners,
• Your decisions may become contentious in trade court or tax administration,
• Structural operations (capital changes, director changes, share transfers, etc.) may not be registered or may be delayed,
• You may experience a loss of value in company sales, investment acquisition, due diligence processes.

In this article, I explain step by step what a company minutes book is in Croatia, what decisions need to be recorded, and what foreign investors should pay attention to in practice, especially for limited companies (d.o.o. / j.d.o.o.).

Legal Basis of the Company Minutes Book in Croatia

The way company decisions are made and recorded in Croatia is primarily based on the Croatian Companies Act (Zakon o trgovačkim društvima – Companies Act). In addition;

• Company articles of association / founding act,
• Relevant accounting and sector regulations,
• Basic accounting and archiving rules

shape the practice of the minutes book.

According to the law, typical types of companies operating in Croatia include:

• Limited companies (d.o.o. / j.d.o.o.) – the most common form for foreign entrepreneurs,
• Joint-stock companies (d.d.) – stricter rules for general assemblies and supervisory bodies,
• Foreign company branches – decisions regarding the branch are kept locally, the main minutes book is essentially with the parent company,

must record their decisions in a written and systematic manner.

Especially for a d.o.o., at a minimum, the following should be present:

• Shareholders register,
• File or book where general assembly and director decisions/minutes are kept.

These records must be available for inspection by the trade court, tax administration, auditors, potential investors, or company buyers when necessary.

What Does “Company Minutes Book” Mean?

In Croatian practice, the minutes book is not a single legal book name; it refers more to a set of related records where decisions are filed chronologically. In practice, you will encounter the following types of files/books:

• General assembly minutes book (zapisnici skupštine / zapisnici sjednica),
• Director / management decisions book or file (odluke direktora / uprave),
• If applicable, supervisory board minutes (supervisory board minutes).

The law and practice require that these decisions:

• Be created in written form,
• Be signed by the relevant persons,
• Be permanently kept at the company’s registered office address

are mandatory.

Which Decisions Should Be Written in the Minutes Book?

1. General Assembly / Shareholder Decisions

For a d.o.o., the main decisions taken by the general assembly (shareholders/members) that must be recorded in writing include:

• Appointment and dismissal of directors / members of the management board,
• Amendment of the articles of association / founding act,
• Capital increase or decrease,
• Share transfer, acceptance of a new partner, changes in the partnership structure,
• Approval of annual financial statements, decisions regarding profit distribution and dividend payments,
• Decision on the liquidation of the company, merger, division, change of type,
• If necessary, appointment of an independent auditor.

If the articles of association provide a broader “list of general assembly powers” than the law, you must also record all decisions taken under this scope in writing.

2. Director / Management Decisions

It is also good practice to keep written records of decisions taken by the director(s) or management board within the scope of daily management that have high legal evidentiary value. Especially:

• Decisions to open and close bank accounts,
• Appointment / dismissal decisions of commercial representatives (prokurist) or agents,
• Internal policies, procedures, risk and compliance rules,
• Significant contracts, credit and collateral decisions, transfer of key assets,
• Employment of senior executives, stock option plans, etc.

Collecting these decisions in the “Director Decisions” file by giving each a date and number provides significant advantages for both internal auditing and a potential investment/sale process.

Form Requirements for Decisions and Minutes

Language and Writing

It is essential that official company documents, decisions, and minutes in Croatia are prepared in Croatian language and Latin alphabet. Even if the meeting is held in a foreign language, the minutes are expected to be in Croatian and translated with a sworn translator if necessary.

In practice, two basic written decision formats are used:

• Meeting minutes (zapisnik) – record of a meeting held physically or online,
• Written decision taken without a meeting – a decision text circulated and signed by all shareholders or directors (as permitted by the Articles and Law).

Elements Required in General Assembly Minutes

A properly kept general assembly minute must include the following elements:

• Full commercial name of the company,
• Registered address and OIB (tax number),
• Name of the meeting body: “[Company Name] General Assembly”, “Directors Meeting”, etc.,
• Date, time, and place (if online, specify the system used),
• List of attendees (shareholders, share ratios / vote counts, directors, guests),
• Agenda items,
• A brief summary of the discussion (not mandatory but good practice),
• Full expression of each decision taken, both in number and text,
• Voting results (approved/rejected/abstained or unanimous),
• Signatures:
  • Chairman of the meeting,
  • Minute taker,
  • If necessary, vote counters,
  • For some structural decisions, notary (for example, decisions on capital changes, amendments to the articles of association must be arranged in the form of a notarial deed).

Assign a number to each decision and archive the decisions in chronological order. For example: “Decision No: 2025/03 – Appointment of Director”. This greatly facilitates referencing when explaining to courts, tax authorities, or investors in the future.

Physical or Electronic? How to Store the Minutes Book

Physical (Classic) Minutes Book

The most common and least risky method in Croatia is to use a physical minutes book or related folders:

• A bound book consisting of numbered pages or
• A folder system containing numbered documents.

For good practice:

• Write the company name, OIB, and registered address on the first page, along with the type of the book (e.g., “General Assembly Minutes – starting year 2025”),
• Add each meeting minute with its signed version in chronological order,
• Create a simple index page at the front to list decisions based on date and number.

This method is considered reliable by both courts and tax inspectors as it makes retrospective manipulation difficult.

Electronic Records and Hybrid Approach

Croatia is a country that heavily utilizes e-government and e-business systems. Company establishment and many official processes are carried out digitally through official government portals. Keeping decisions in electronic form is a common and accepted practice.

The healthiest approach is the hybrid model:

• First, prepare the decisions on wet-signed paper,
• Then store them as scanned PDFs in high resolution,
• If possible, sign them using a qualified electronic signature valid in Croatia or the EU,
• Regularly establish a backup and access rights policy (who can access which folder).

Since detailed and singular regulations regarding electronic minutes books have not yet fully institutionalized in the legislation, many companies still keep the “original” master records in a physical book and work with digital copies for daily use.

Relationship Between the Minutes Book and the Trade Registry

The Trade Court Registry in Croatia contains only the basic legal facts of your company (name, registered office, capital, directors, business activity, etc.); your internal minutes book is not fully transferred to this registry.

In contrast, when the following types of decisions are made, it is generally required to notify the relevant court through a notary:

• Company establishment decision,
• Amendments to the articles of association,
• Capital increase or decrease,
• Change of director, change of registered office, name, or business activity,
• Structural operations such as merger, division, change of type.

These types of decisions are mostly arranged as notarial deeds; the notary electronically submits the decision text and attachments to the trade registry. While the information recorded in the registry is publicly accessible, the internal minutes book of the company is generally confidential; however, the following persons may request inspection:

• Partners / members,
• Independent auditors,
• Tax and other regulatory authorities (upon request).

Common Mistakes Made by Foreign Entrepreneurs

Foreign investors who establish companies or branches in Croatia often make mistakes in the following areas:

• Losing decisions between emails or simple Word files: Not numbering the minutes and not collecting them in a single folder at the registered office makes it impossible to go back later.
• Not preparing Croatian texts: Only keeping decisions in English and not creating a Croatian version leads to serious delays in notarial processes and official applications.
• Seeing decisions requiring a notary as “ordinary decisions”: Skipping the notary requirement, especially for capital and articles of association changes, results in rejection of court registration.
• Not having a physical file at the registered office: Leaving all documents only with the accountant or storing them in the cloud without maintaining a minimum physical archive in the office can cause problems during audits.
• Conducting accounting and legal processes separately: If accounting records on one side and legal decisions on the other are not consistent with each other, tax and compliance risks arise.

Step-by-Step Summary for Practical Application

You can structure the minutes book process for a d.o.o. in Croatia as a practical flow:

• Step 1 – Properly structure the articles of association: Clearly write which issues will be under the authority of the general assembly, which will be under the authority of the director, and if applicable, the supervisory board.
• Step 2 – Prepare templates:
  • General assembly invitation letter,
  • General assembly minutes template,
  • Draft of written partner decision (without meeting),
  • Director decision templates.
• Step 3 – Assign a number to each decision: Use a coding system such as “GA-2025-01” (General Assembly), “MD-2025-01” (Director Decision).
• Step 4 – Use the Croatian text as the basis: You can create an English/Turkish translation for foreign partners; however, the official version should be in Croatian.
• Step 5 – Plan notary-required processes in advance: Schedule a notary appointment in advance for structural decisions such as capital, articles of association, merger/division.
• Step 6 – Write an archiving policy: Prepare a short internal procedure document that includes physical filing, electronic backup, access rights, and retention periods.

Added Value Corpenza Can Provide in This Process

Keeping a minutes book may seem simple on paper; however, when combined with processes such as company establishment, director appointment, branch opening, payroll management, or sending personnel abroad (posted worker model) in Croatia, the situation becomes complex. Especially, the compatibility of tax, social security, and corporate law rules in different countries becomes critical.

As Corpenza, we offer an integrated approach in the fields of:

• Company establishment and structural changes in Croatia (capital, director, registered office changes, etc.),
• International accounting and payroll (payroll/EOR),
• Tax and social security optimization in personnel sending with the posted worker model,
• Alignment of investment residency and citizenship scenarios with corporate structure

This way, we address a seemingly “technical” issue like the Croatian minutes book together with your company’s overall tax and legal strategy, helping you establish a consistent documentation structure ready for investors or audits.

Conclusion and Checklist

The minutes book in Croatia is not just a “formality” but a legal memory and risk management tool for your company. Especially for d.o.o. and j.d.o.o., a well-structured minutes book:

• Protects you in disputes between partners,
• Facilitates proof in tax and administrative audits,
• Creates value in company sales and investment processes.

Let’s conclude with a short checklist:

• Are your templates ready for general assembly and director decisions?
• Are all decisions prepared and signed in Croatian?
• Is each decision numbered and archived chronologically?
• Have you listed the types of decisions requiring a notary in your internal procedures?
• Have you established a policy for physical and electronic archiving regarding access and backup?
• Are your accounting, legal, and human resources records consistent with each other?

If you answer “not sure” to several of these questions, reviewing your minutes book and overall corporate documentation structure will significantly reduce potential legal and financial risks in the future.

Important Disclaimer

This text is prepared for general informational purposes and should not be considered as legal, financial, or tax advice. Croatian legislation may change over time; your specific situation, partnership structure, and area of activity may impose different obligations. Always check current official sources and relevant legislation before making any decisions, and seek professional support from a qualified lawyer, notary, and financial advisor in Croatia. Corpenza is not responsible for the consequences of actions taken based on the summarized information in this article.