Abstract
Croatian Commercial Companies Act contains no legal definition of what constitutes control and its exercise within the group of companies. Rather, controlled company is defined as being a legally independent company over which another company (controlling company) may, directly or indirectly, exert a prevailing influence. Legal definition of the group of companies presupposes that the controlling and (either one or more) controlled companies are subject to the uniform management on behalf of the controlling company. Group of companies does not have a specific legal form nor is it considered to be a separate legal entity. Legally independent companies are forming a group because they are affiliated in accordance with relevant provisions of CCA. On account of such an affiliation, companies within a group are considered to form an economic unity. Commercial Companies Act provides for a rebuttable presumption that the controlling and (either one or more) controlled companies form a factual group of companies. However, prevailing influence may also be established when companies conclude certain types of entrepreneurial contracts, most notably the contract on the management of company’s business. Conclusion of such a contract leads to an irrebuttable presumption that those companies are subject to the uniform management and are forming the so-called contractual group of companies which consists of the controlling and controlled company.
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Notes
- 1.
For historical background of Croatian corporate law, see Barbić et al. (2016), p. 27 et seq.
- 2.
We opted to translate Croatian legal term većinsko sudjelovanje as majority participation. It should however be noted that legal theory interchangeably translates the term as majority holding. See Petrović (2001), p. 288.
- 3.
Regarding legal terminology, it should be noted that terms controlled and controlling company [Croatian: ovisno i vladajuće društvo; German: abhängige und herrschende Unternehmen] are sometimes interchangeably used with terms parent and subsidiary company. See Barbić et al. (2016), p. 102. This report uses terminology which is encountered in the specific legal text which is being analysed. In other words, terms controlled and controlling company will be used in reference to CCA, and terms parent and subsidiary company in reference to Accounting Act (see Sect. 4.1) and Act on Credit Institutions (see Sect. 4.5).
- 4.
Croatian: koncern; German: der Konzern.
- 5.
Art. 473 CCA.
- 6.
See also Barbić (2008), p. 638.
- 7.
Art. 474, para. 1 CCA.
- 8.
Art. 475, para 2 CCA.
- 9.
Art. 478, para. 3 CCA.
- 10.
Art. 475, para. 1 CCA.
- 11.
Art. 476, para. 1 CCA.
- 12.
- 13.
In Croatian law, companies are categorized as being either personal or capital companies. Personal companies are simple partnership [Croatian: ortaštvo], silent partnership [Croatian: tajno društvo], general partnership [Croatian: javno trgovačko društvo], limited partnership [Croatian: komanditno društvo], economic interest grouping (EIG) [Croatian: gospodarsko interesno udruženje], cooperative partnership [Croatian: zadruga], cooperative partnership union [Croatian: zadružni savez] and association [Croatian: udruga]. Capital companies are public limited company [Croatian: dioničko društvo], limited liability company [Croatian: društvo s ograničenom odgovornošću], mutual insurance company [Croatian: društvo za uzajamno osiguranje] and credit union [Croatian: kreditna unija]. For different forms of corporations and partnerships in Croatian law and various criteria for their categorization, see Barbić et al. (2016), p. 31 et seq. See also Barbić (2008), pp. 153–159.
- 14.
Art. 477, para. 1 CCA. As per Art. 478, para. 1 CCA, as soon as one company acquires more than one quarter of shares in another company with its seat in Croatia, it must thereof notify that company in writing and without delay. Further on, Art. 511, para. 1 CCA provides that companies with cross-shareholdings may exercise their rights arising out of shares, but only up to one quarter of shares held in the other company. However, such an exercise of rights will be possible only if companies are aware of the existing cross-shareholdings or were notified about it in accordance with Art. 478 CCA. If a company fails to notify about acquisition which exceeds one quarter of shares, it will not be able to exercise its rights arising out of its shares in other company. See Art. 478, para. 6 CCA.
- 15.
Art. 477, para. 2 CCA. Art. 477, para. 3 CCA further on provides that if each of the companies affiliated by means of cross-shareholdings have a majority of shares in another company or if each of these companies may, directly or indirectly, exert a prevailing influence on the other company, then both companies are considered to be controlling and controlled company. Although an obligation regarding notification of affiliation from Art. 478 CCA also applies in situations in which controlled and controlling companies are affiliated by means of cross-shareholdings, the existence of such a control has an additional important consequence. Namely, the controlled company will not be able to exercise its rights in the controlling company because of the presumption that the shares it holds in the controlling company are company’s own shares (treasury shares).
- 16.
CCA contains special provisions relating to conclusion, amendment and termination of entrepreneurial contracts (Arts. 481–486). See also Barbić et al. (2016), p. 105.
- 17.
Contract of management of company’s business [Croatian: ugovor o vođenju poslova društva; German: der Beherrschungsvertrag] is often also translated as a control contract. See Petrović (2001), p. 292. Terms contract on management of company’s business and control contract will thus be used interchangeably.
- 18.
Art. 479, para. 1 CCA.
- 19.
See Sect. 3.1.
- 20.
Croatian: poduzeće; German: die Unternehmen.
- 21.
Art. 479, para. 1 CCA.
- 22.
- 23.
Croatian: pogon; German: der Betrieb.
- 24.
Art. 480, para. 1 (1) CCA.
- 25.
Croatian: pogon; German: der Betrieb.
- 26.
Art. 480, para. 1 (2) CCA.
- 27.
Art. 480, para. 1 (3) CCA.
- 28.
Art. 480, para. 1 (3) CCA.
- 29.
See Barbić (2008), p. 731 et seq.
- 30.
As will be shown further on in the text, Croatian law follows the German concept of uniform management (§ 18 AktG), providing for a statutory definition of a group of companies [Croatian: koncern; German: der Konzern] as a group where a controlling company [Croatian: vladajuće društvo; German: das herrschende Unternehmen] and one or more controlled companies [Croatian: ovisno društvo; German: das abhängige Unternehmen] are subject to the uniform management [Croatian: jedinstveno vođenje; German: die einheitliche Leitung] on behalf of the controlling company. See Sect. 3.
- 31.
For the purpose of clarity, it should be stressed out that the concept of control (as used in the Croatian law and this report) does not necessarily correspond to the meaning of that term as used in Section 4 et seq. of Chapter 16 of the 2013 European Model Company Act (EMCA), inasmuch as the concept of the prevailing influence [Croatian: prevladavajući utjecaj] is taken over from § 17 AktG [German: der Beherrschender Einfluss]. Likewise, neither does the concept of the group of companies necessarily correspond to the one used in Section 1 of the 2013 EMCA.
- 32.
See also Barbić (2008), p. 643.
- 33.
See also Barbić (2008), p. 644.
- 34.
See also Barbić (2008), p. 644.
- 35.
- 36.
- 37.
In such a scenario, CCA provides for a specific set of rules (Art. 496–Art. 502) which regulate the liability and relations between the controlling and controlled companies. See Sect. 3.3.
- 38.
See Barbić (2008), p. 645. The author states that the prevailing influence may be realized based upon the conclusion of contract on management of company’s business (control contract), contract on transfer of profits and conveyance of operations contract (in part in which conveyance relates to the entire enterprise), while conclusion of contract on profit pool, contract on partial transfer of profits and lease of operations and conveyance of operations contracts (when they relate to part of the enterprise) may result in the existence of the prevailing influence provided that other relevant circumstances are met.
- 39.
Art. 476, para. 1 CCA. It therefore also follows that companies which concluded a contract on the management of company’s business (control contract) are, also by means of an irrebuttable presumption, considered to be affiliated (controlled and controlling) companies.
- 40.
Art. 475, para. 2 CCA.
- 41.
Art. 476, para. 1 CCA.
- 42.
The third and fourth type of affiliation (companies with cross-shareholdings and companies affiliated by entrepreneurial contracts) must be differentiated according to the specific form of the companies that are being affiliated. Namely, companies with cross-shareholdings must always be capital companies with their seat in the Republic of Croatia. When it comes to entrepreneurial contracts, the party performing characteristic performance under the contract (e.g. party submitting management of its business, wholly or partially transferring its profits, leasing its operations etc.) must be a capital company with its seat in the Republic of Croatia. The other contracting party may be a company of any legal form (either a personal or capital). See Petrović (2001), p. 292.
- 43.
- 44.
Art. 219, para. 2 CCA.
- 45.
Art. 255, para. 2 (3) CCA.
- 46.
Art. 233, para. 3 (3) CCA.
- 47.
As will be shown further in the text, Croatian law does not recognize the concept of the interest of the group (comparable to the Rozenblum doctrine), but rather solves the relevant issues relating to the management of the controlled company within the statutory framework of CCA (modelled upon German AktG).
- 48.
Group of companies where neither of the legally independent companies is controlled by the other company within a group is by its legal nature a simple partnership. As this particular type of group of companies consists of companies which are affiliated by means of uniform management without one of them being subordinated to the other—provisions on compensation of damages and liability to company’s creditors designed to be applied in relations between controlled and controlling company (Art. 496–Art. 502 CCA) cannot be applied. See also Barbić (2008), p. 655; Barbić et al. (2016), pp. 103, 104.
- 49.
Art. 476, para. 1 CCA in connection with Art. 475, para. 1 CCA.
- 50.
Art. 476, para. 1 CCA. For such a conclusion, see also Barbić (2008), p. 649.
- 51.
See also Barbić (2008), p. 649.
- 52.
See also Barbić (2008), p. 649.
- 53.
See also Barbić (2008), pp. 649, 650.
- 54.
Art. 479, para. 2 CCA further on provides that the contract which subjects companies (neither of which is controlled by the other) to the uniform management is not a contract on the management of company’s business (control contract) if neither of the companies becomes controlled company as a result of its conclusion.
- 55.
See also Barbić (2008), p. 694.
- 56.
Art. 476, para. 1 CCA. It therefore also follows that companies which concluded a control contract are, also by means of an irrebuttable presumption, considered to be affiliated (controlled and controlling) companies. To that effect, see also Gorenc (2001), p. 9.
- 57.
Art. 493, para. 1 and 2 CCA. See also Jurić (2002), p. 518 et seq.
- 58.
See also Barbić (2008), p. 714.
- 59.
As confirmed by the Supreme Court of the Republic of Croatia, in its decision Revt 60/04-2 of 6 October 2004. The Supreme Court noted that the controlled company maintains its legal independence, which means that the controlling company cannot create obligations on behalf of it, irrespective of the fact that these companies concluded a contract on the management of company’s business (control contract).
- 60.
Parties to the control contract could provide that instructions may not be given in regard to e.g. certain issues. However, it is important to recognize that the controlling company’s right to give instructions (including the detrimental ones) could not be excluded in its entirety by means of a control contract. To that effect, see Barbić (2008), p. 714.
- 61.
Art. 493, para. 1 CCA.
- 62.
The controlled company will carry the burden of proof. See also Barbić (2008), p. 716.
- 63.
Art. 493, para. 2 CCA.
- 64.
See also Barbić (2008), p. 713.
- 65.
See also Barbić (2008), p. 716.
- 66.
See also Gorenc (2001), p. 10.
- 67.
Art. 493, para. 3 CCA.
- 68.
Art. 494, para. 1 CCA.
- 69.
Controlling company’s liability would be based upon Art. 1062 of the Civil Obligations Act (Official Gazette No. 35/05, 41/08, 125/11, 78/15), which provides that a legal person is liable for damages caused by its organ (in this case, its management board) to third persons while performing its functions. See also Barbić (2008), p. 718. The author further on states that the controlling company will also be liable in situations when organs of the controlling and the controlled companies are intertwined, e.g. when the member of the management board of the controlling company is also the member of either the management or the supervisory board of the controlling company. See also Barbić (2008), p. 720.
- 70.
Art. 494, para. 4 CCA.
- 71.
Art. 495, para. 1 CCA. Although the provision does not state so expressly, the obligation relates to the instructions given by the controlling company.
- 72.
Art. 495, para. 1 CCA. Art. 495, para 2. CCA further on provides that the obligation to compensate damages stands irrespective of whether the supervisory board gave prior approval to a specific action.
- 73.
Art. 495, para. 3 CCA which also provides for application of Art. 494, para. 4 CCA.
- 74.
Art. 489, para. 1 CCA.
- 75.
See also Barbić (2008), p. 700.
- 76.
Art. 490, para. 1 CCA. Art. 490, para. 2 CCA further on provides that creditors having the right of priority of reimbursement from the bankruptcy estate shall not be entitled to claim such security.
- 77.
See also Barbić (2008), p. 702.
- 78.
Art. 478.a, para. 1 CCA.
- 79.
Art. 478.a, para. 2 CCA.
- 80.
Art. 491, para. 3 CCA.
- 81.
Art. 491, para. 1 CCA. The provision on appropriate compensation shall not be required if, at the moment of the conclusion of the control contract, there are no external shareholders.
- 82.
Art. 491, para. 2 CCA.
- 83.
See also Barbić (2008), p. 704 et seq.
- 84.
Art. 492, para. 1 CCA.
- 85.
- 86.
The statutory rule applies to members of the public limited company, members of the limited liability company and limited partners in limited partnerships. In the following text we will focus on lifting of corporate veil in capital companies (public limited companies and limited liability companies).
- 87.
- 88.
See also Braut Filipović (2011), pp. 818, 819.
- 89.
- 90.
See Braut Filipović (2011), p. 821.
- 91.
See Sect. 1.
- 92.
Heading 4, Arts. 503–511 CCA. Such a legislative framework is justified since integration of companies itself presupposes a high level of affiliation between the controlling and the controlled company. See also Petrović (2001), p. 293.
- 93.
See also Barbić (2008), pp. 734, 743.
- 94.
Art. 503 CCA.
- 95.
Art. 504 CCA.
- 96.
Art. 504 CCA.
- 97.
Art. 504.a CCA.
- 98.
Art. 504.a CCA.
- 99.
It is also possible that the group of companies existed even prior to integration. In that scenario, the group of companies following the integration will be of the strongest type possible. If the contract on management of company’s business (control contract) was concluded prior to integration, it will cease to exist once the company is integrated. To that effect, see Barbić (2008), pp. 733, 734.
- 100.
Art. 507, para. 1 CCA.
- 101.
See Art. 507, para. 1 CCA, excluding the application of Art. 496–Art. 502 CCA.
- 102.
It is however important to stress that the principle company could not act as a surety because it is already liable for the obligations of the integrated company.
- 103.
The publication of registration shall include the clause reminding creditors of such a right. See Art. 505, para. 1 CCA.
- 104.
Art. 505, para. 2 CCA.
- 105.
Art. 506, para. 1 CCA.
- 106.
Art. 506, para. 1 CCA. See also Art. 506, para. 2 CCA which provides that if the principal company is to perform an obligation which the integrated company assumed before integration took place, it may (on top of its own personal defenses) raise only those defenses that can be raised by the integrated company.
- 107.
Art. 506, para. 2 CCA.
- 108.
Art. 506, para. 2 CCA. See also Art. 506, para. 4 CCA which provides that an enforcement title against the integrated company shall not be considered the basis of enforcement against the principal company.
- 109.
To that effect also Braut Filipović (2011), pp. 822, 823.
- 110.
See more Sect. 3.1.
- 111.
To that effect also: Braut Filipović (2011), p. 823.
- 112.
As per Art. 510, para. 2 CCA, if all shares of the integrated company are no longer held by the principal company, the principal company must notify the integrated company thereof without delay and in writing.
- 113.
Art. 510, para. 1 CCA.
- 114.
Art. 510, para. 3 CCA.
- 115.
See Barbić (2008), p. 750.
- 116.
Art. 510, para. 4 CCA. The provision further on provides that if the creditor’s claim becomes due after the date of entry of the dissolution of integration into the court register, the period of limitation commences to run on the date of its maturity.
- 117.
Art. 496, para. 1 CCA.
- 118.
Art. 496, para. 2 CCA. An appropriate legal claim towards the controlling company must be guaranteed to the controlled company.
- 119.
Art. 501, para. 1 further on provides that such a claim for compensation may individually be asserted by shareholders, regardless of the damage incurred to them by the damage incurred to the company.
- 120.
See also Barbić (2008), p. 656.
- 121.
See also Barbić (2008), p. 658.
- 122.
See also Barbić (2008), p. 657.
- 123.
See Sect. 3.1.
- 124.
See also Braut Filipović (2011), pp. 821, 822.
- 125.
Art. 497, para. 1 CCA.
- 126.
Art. 497, para. 1 CCA.
- 127.
Art. 497, para. 2 CCA.
- 128.
Art. 497, para. 3 CCA. If damages were incurred, the management board must declare whether or not they were compensated. Such declaration shall be included in the report on the standing of the company.
- 129.
Art. 498 CCA.
- 130.
Art. 499 CCA. In addition, each shareholder may petition the court to order special examination of business relations with the controlling company or some of the affiliated companies, providing that specific requirements are met, relating to objections and/or limitations made on behalf of either the auditor or the supervisory board, or if the management board declared that damage was incurred by the company and not compensated. In addition, if there is a reasonable doubt that damages were incurred to the company through the conduct contrary to the obligation of proper business management, the shareholders whose shares account for at least 20% of the share capital may petition the court for such a request, providing that they can show that they were shareholders at least three months prior to making the request. See Art. 500 CCA.
- 131.
Art. 502, para. 1 CCA.
- 132.
Art. 502, para. 2 CCA.
- 133.
Art. 502, para. 3 CCA.
- 134.
Croatian: kvalificirani faktični koncern; German: Qualifizierte faktische Konzerne.
- 135.
- 136.
For protective measures see Sect. 3.1. See also Barbić (2008), p. 651, where the author outlines three requirements that have to be fulfilled for an ordinary group of companies to become a qualified group of companies: (1) companies must form a group of companies; (2) controlling company does not duly care about the importance of the controlled company and (3) there is no (legal) possibility for the controlled company to obtain compensation for each specific action it undertakes. In addition, it should be borne in mind that (parallel to the above outlined provisions relating to the contractual group of companies) other provisions (otherwise relating to an ordinary group of companies) will apply to the qualified group of companies as well.
- 137.
OJ L 182, 29.6.2013, p. 19.
- 138.
As per Art. 4 AA, addressees of the AA are entrepreneurs, the term encompassing: (1) a company and a sole trader as defined by CCA, (2) business unit of the entrepreneur as referred to above under (1) with its seat in other member state or third state if, according to that state’s legislation, there is no obligation to keep business books and draw up financial statements, as well as a business unit of an entrepreneur from a member state or a third state which is a profit tax payer pursuant to the legislation governing taxation, and (3) branch of a foreign entrepreneur in the Republic of Croatia, if it is not a business unit as prescribed by CCA.
- 139.
Art. 3, para. 1 (2) AA.
- 140.
Art. 3, para. 1 (3) AA.
- 141.
Art. 3, para. 1 (4) AA.
- 142.
Art. 23, para. 2 AA.
- 143.
Art. 1 GTA.
- 144.
Art. 36 PTA.
- 145.
Art. 46 GTA (Affiliated companies) corresponds to Art. 473 CCA. Art. 47, paras 1–3 GTA (Controlled and controlling company) corresponds to Art. 475, paras 1–2 CCA. See Sect. 2. Art. 47, para. 4 GTA provides that the controlling company and all of its controlled companies constitute a group of affiliated companies. Although the definition of the group thus clearly differs from the one prescribed by Art. 476 CCA, Art. 47, para. 4 GTA expressly states that its definition applies for the purpose of GTA. Art. 47, para 5. GTA further on provides that legal persons between which there is a relation based on control, in which it is not possible to unambiguously determine which is the controlled and which is the controlling company, shall also be deemed to form a group of affiliated companies.
- 146.
Art. 49, para. 1 GTA.
- 147.
Art. 48 GTA.
- 148.
Art. 13, para. 2 PTA.
- 149.
As previously stated, GTA provisions can also be appropriately applied. Such an application is especially to be expected in situations involving controlling and controlled companies forming a group.
- 150.
Art. 13, para. 1 PTA.
- 151.
Part 3 (Offer of the securities to the public and publication of prescribed information), heading II (Publication of information about the issuers of the securities), subheading 3 (Information relating to changes in percentages of the voting rights), Art. 413–Art. 427 CMA.
- 152.
OJ L 390, 31.12.2004, p. 38.
- 153.
Art. 415 CMA.
- 154.
Art. 417, para. 1 CMA.
- 155.
Art. 418, para. 2 CMA.
- 156.
Art. 9, para. 1 ATJSC.
- 157.
Art. 5, para. 1 ATJSC.
- 158.
Art. 5, para. 1 ATJSC.
- 159.
Art. 5, para. 3 ATJSC.
- 160.
Art. 5, para. 4 ATJSC.
- 161.
See Sect. 1 et seq.
- 162.
Art. 1, para. 1(1) ACI. ACI also governs the conditions under which legal persons with their seat outside the Republic of Croatia may provide banking and/or financial services in the Republic of Croatia and publication requirements for the Croatian National Bank in the field of prudential regulation and supervision of credit institutions.
- 163.
Art. 3, para. 1(28) ACI which provides that the term credit institution shall have the meaning as defined in Art. 4, para. 1(1) of Regulation 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation 648/2012. OJ L 176, 27.6.2013, p. 1.
- 164.
Art. 3, para. 1(27) ACI.
- 165.
Art. 4, para 1(37) of Regulation 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation 648/2012. OJ L 176, 27.6.2013, p. 1. The provision in full provides for the following definition: ‘control’ means the relationship between a parent undertaking and a subsidiary, as defined in Article 1 of Directive 83/349/EEC, or the accounting standards to which an institution is subject under Regulation (EC) No 1606/2002, or a similar relationship between any natural or legal person and an undertaking. For the use of legal terminology in this report, see Sect. 1.
- 166.
Art. 1 of Seventh Council Directive 83/349/EEC of 13 June 1983 based on Art. 54 (3) (g) of the Treaty on consolidated accounts. OJ L 193, 18.7.83., p. 1.
- 167.
Art. 3, para. 1(29) ACI which provides that the term qualified holding shall have the meaning as defined in Art. 4, para. 1(36) of Regulation 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation 648/2012. OJ L 176, 27.6.2013, p. 1.
- 168.
Art. 24, para. 1 ACI.
- 169.
Art. 24, para. 2 ACI.
- 170.
Art. 16, para. 1 ACI.
- 171.
Art. 16, para. 2 ACI.
- 172.
Art. 16, para. 3 ACI.
- 173.
Art. 30, para. 1 ACI.
- 174.
Art. 30, para. 7 ACI.
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Tepeš, N., Markovinović, H., Miladin, P. (2020). National Report on Croatia. In: Manóvil, R.M. (eds) Groups of Companies. Ius Comparatum - Global Studies in Comparative Law, vol 43. Springer, Cham. https://doi.org/10.1007/978-3-030-36697-1_19
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