Cooperatives shall be established pursuant to the Cooperative Act (Official Gazette no. 34/11).

Who can be a cooperative founder?
A cooperative can be founded by at least seven founders who possess capacity for doing business and these can be natural or legal person.
Every founder shall incorporate their (stake) equity which has to be at least 1,000.00 HRK. (The difference between capacity for doing business and work ability: person who is a disabled worker or Croatia military invalid and is 100% unable to work can be a founder/ member of a cooperative since that person still possesses capacity for doing business (capable of protecting their rights and interests)

Sequence of activities when founding a cooperative
1. Founding assembly of a cooperative
2. Adoption of the Articles of Incorporation – Cooperative Rules
3. Certification of the documentation by notary
4. Settlement of members’ stakes (equities)
5. Registration in the Commercial Court Registry
6. Preparation of the official seal
7. Registration in the Registry of Legal Entities of the Croatian Bureau of Statistics
8. Registration in the Cooperative Records and Cooperative Associations of the Croatian Association of Cooperatives
9. Opening of the cooperative’s bank account


1. Founding assembly
After the founders reach an agreement on the objectives due to which the cooperative establishment was initiated, the goal of their endeavour, basic operations which the cooperative will deal with, their mutual relations, they summon a founding assembly of the cooperative at which the cooperative rules
are adopted and these rules shall constitute the founding and fundamental general document of the cooperative (like the Statute of a company). Then, cooperative bodies are elected. Cooperative members can draw up the ruled themselves according to a template of Croatian Association of Cooperatives. The
assembly is constituted of all founders and later in cooperative operations all cooperative members.
Ordinary agenda of the founding assembly of a cooperative:
election of the recording secretary
election of the chairman of the cooperative assembly
adoption of the cooperative rules
election of the cooperative manager
adoption of the decision on the deadline for stake (equity) settlement and amount of the stakes (equities)
miscellaneous

The course of the founding assembly shall be accompanied with a minutes. Beside the minutes, every decision shall be made independently. All relevant decisions shall refer to a particular item of the agenda and decision cannot be made under item miscellaneous.

If a cooperative includes 20 or more members, one shall prepare the following:
invitation to the session of the Supervisory Board accompanied with the agenda
minutes of the Supervisory Board session
decision of the appointment of members of the Supervisory Board
decision on the appointment of the president and vice-president of the Supervisory Board

2. Cooperative rules
Cooperative rules shall contain provisions on:
company, seat and scope of business;
i nternal organization;
conditions and manner of obtaining the capacity of a cooperative member, form and amount, settlement and refund of members’ (stakes) equities, rights, liabilities and responsibilities of members, conditions and manner of membership termination and other issues related to the work of cooperative bodies; representation and presentation of cooperative and the rights and powers of the manager;
assets and manners of asset disposal;
utilization of profit or surplus of income, loss cover or business deficits;
profit or surplus share which is intended for mandatory reserves;
status changes and cooperative termination;
providing members with information and business secret;
ways and procedure for rule amendments
other issues relevant for the existence and business operations of cooperatives.

Cooperative rules are considered adopted if an adequate number of founders sign a declaration of rule acceptance which encompasses as follows:
1. name and surname, date of birth, residence, PIN;
2. number and designation of the ID card of natural persons, i.e. company, seat and ID number of companies.

Note: pursuant to the former Cooperative Act which had been in force until 31 March 2011, cooperatives were obliged to adopt two founding documents, an Agreement on Cooperative Establishment and Cooperative Rules. The Agreement used to be solemnized by a notary public, which implied a cost of minimum 1,000.00 HRK. The current Act has simplified and made cheaper cooperative establishment since one only needs to certify the signature of the Assembly chairman on the cooperative rules which do not have to be solemnized.

3. Certification of the documentation at a notary public office
After the founding assembly is held, all the signatories are supposed to visit a notary public office in person and bring their ID cards or passports with them.
Documentation for a notary public:
application for registration in the court registry of the Commercial Court (PO form can be purchased in Narodne novine) – if you fill it out yourself, the notary public will charge you only for the certification. If it is filled out by a notary public, the service will b charged to you.
Invitation to the founding assembly accompanied with the agenda.
list of cooperative members (in the form of a table).
cooperative rules (signed by the chairman of the Assembly).
minutes of the founding assembly.
decision on the appointment of the assembly chairman (signed by the assembly chairman).
decision on the appointment of the cooperative chairman (signed by the assembly chairman).
decision on the acceptance of the position of the president and (possibly) members of the Supervisory Board.
declarations of the members on the acceptance of the cooperative rules (individual declarations of each member).
declaration on the non-existence of unsettled debts of cooperative founders (prepared by notary).

If a cooperative includes 20 or more members, one shall prepare the following:
invitation to the session of the Supervisory Board accompanied with the agenda
minutes of the Supervisory Board session
decision of the appointment of members of the Supervisory Board
decision on the appointment of the president and vice-president of the Supervisory Board

4. Settlement of members’ (stakes) equities
Taking the certified cooperative rules, cooperative founders go to a commercial bank at their option where they open an interim bank account to which members’ stakes are transferred. The bank issues a certificate on the transfer that needs to be kept since it will be required for the application at the Commercial Court.

5. Registration in the Registry
The certificate on the settlement of members’ stakes is taken to a notary public by the cooperative manager and the former encloses it with the application for registration with the Commercial Court. A cooperative is registered with the competent Commercial Court. The official webpage of the Ministry of Justice contains a list of commercial courts supplemented with appertaining addresses, phone and numbers internet pages. Every court webpage includes a list of counties over which it has jurisdiction. On the occasion of registration with the Commercial Court, all the documents certified by a notary public shall be submitted as well as shall be as follows:
Proof on the settlement of members’ stakes.
Proof on the settlement of the fee for registration of legal entity establishment.
Proof on the settlement of the costs of publishing an advertisement in Narodne novine (Official Gazette)

Detailed provisions on the registration are prescribed by the Court Registry Act (Official Gazette no. 1/95, 57/95, 1/98, 30/99, 45/99, 54/05, 40/07, 91/10, 90/11) and the Ordinance on the Manner of Registration in the Court Registry (Official Gazette no. 22/12). If the application is proper and encompasses everything necessary for conducting the registration, the court issues a decree on the registration, which means that the cooperative has obtained the capacity of a legal entity. It entails that as of the day of the registration in the court registry, the cooperative may enter into legal transactions. A notice on the cooperative’s PIN is enclosed with the decree.

6. Preparation of the official seal
Preparation of the official seal requires a copy of the decree on the cooperative establishment. The seal is necessary for registration with the Central Bureau of Statistics and a prerequisite for opening a bank account. The seal includes the abbreviated name of the cooperative and its seat and possibly, the PIN. It does not have to contain the street and house number because in case of a residence change, a new seal shall be designed. The seal should as simple as possible since complicated logos on seals may seem unorganized and illegible. Beside the seal aimed at certification of various official documents, it is recommendable to design a reception seal which will be used for stamping received mail and a small seal for stamping envelopes to be sent.

7. Registration in the Registry of Legal Entities of the Croatian Bureau of Statistics
Although the registration with the Commercial Court involves a list of several potential activities, the registration with the Central Bureau of Statistics
refers to selection of one main activity. The application shall be made within 15 days after the cooperative registration and the Bureau subsequently issues a notice on the classification of the legal entity according to the National Classification of Activities.The application requires filling out an RPS-1 form
(can be bought in Narodne novine) which shall be signed by the cooperative manager and certified by the cooperative seal. A copy of the decree on the cooperative establishment shall be enclosed therewith and a fee in the amount of 55.00 HRK paid to the state budget. This can be done only at the office located at 19 Branimir Street in Zagreb (across the post office at the Main Railwa Station) and in such a case the notice on the classification of the legal entity is issued right away. Applications sent by regular mail are sometimes resolved in several weeks, therefore it is recommended that somebody should go to Zagreb for that purpose. The working hours for customers: 8 a.m. to 1 p.m. Additional information is available by dialling the following phone numbers: +385(0)1/4893-501, +385(0)1/4893-473, +385(0)1/4893-543, +385(0)1/4893-596.

8. Registration in the Cooperative Records and Cooperative Associations of the Croatian Association of Cooperatives
Sve zadruge registrirane u Republici Hrvatskoj obavezne su članice Hrvatskog saveza zadruga od dana registracije na Trgovačkom sudu. Drugim riječima, članstvo nije vezano uz poslovnu aktivnost zadruge. Čak i ako zadruga ne pokrene poslovanje odmah, ona je članica HSZ samim svojim postojanjem, a članstvo prestaje tek brisanjem zadruge iz registra Trgovačkog suda. Zadruga u roku od 15 dana po dobivanju rješenja o osnivanju zadruge treba dostaviti ispunjen Evidencijski list zadruge za Evidenciju zadruga i zadružnih saveza Hrvatskog saveza zadruga. To možete učiniti osobno u uredu HSZ u Amruševoj 8/1., odmah po ishođenju Obavijest o razvrstavanju poslovnog subjekta. Ako iz nekog razloga to ne možete učiniti odmah, prijavu možete poslati i poštom, a obavijest o
upisu bit će dostavljena na adresu sjedišta zadruge. Za prijavu u Evidenciju ne plaća se nikakva pristojba.

9. Opening of the bank account
The cooperative’s transfer account is opened at the bank where the members’ stakes were deposited. An agreement with the bank is made following an insight into the Decree on the Cooperative Establishment, notice on the classification of the legal entity according to the National Classification of Activities
and cooperative seal, accompanied with deposition of the signatories of authorized persons (in case of operatives, it is only one person – manager). The members’ stakes are transferred from the interim to the newly opened bank account of the cooperative and the funds on the new bank account become immediately available for covering the initial costs. When at the bank, one can arrange online banking and card transaction services.

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