The Law on Amendments to the Companies Act entered into force on December 5, 2024. 

These changes are foreseen in the Croatian legislation by Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures (further: Directive (EU) 2022/2381) and the recommendations of the OECD Corporate Governance Committee which is a set of recommendations regarding the accession of the Republic of Croatia to the OECD.

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The main changes include:

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1. Recommendations of the OECD Corporate Governance Committee

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Changes related to the mentioned OECD recommendations apply to all commercial companies in the Republic of Croatia.

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• Obligation to publish Annual financial reports and consolidated financial reports of companies on their websites.

• Greater independence of members of supervisory boards (at least one member of the supervisory board must be independent of the company, persons connected with the company, their shareholders and members of the board), with the obligation to notify about conflicts of interest.

• Obligation to report on transactions with related parties (includes an obligation on the board of directors, i.e. the executive directors of a company, to prepare a report on transactions with affiliated companies on an annual basis, which must additionally include the company's regular business that it undertakes with related parties under normal market conditions).

• Possibilities of holding general meetings completely virtual or hybrid with the introduction of the possibility of postal voting.

• As regards shareholders, their obligation is to notify the company in written for of the conclusion of a shareholders’ agreement the purpose of which is to consolidate the shareholding structure and/or to achieve stable management in the company. Upon receiving such notification, the company is obliged to submit an application to the registry court(“court register”) for the entry of information that such an agreement has been concluded, as well as its termination or amendment. The transitional and final provisions stipulate that those shareholders who have already entered into such an agreement on December 5, 2024 are obliged to inform the company thereof within six months, and the company is obliged to submit an application for the entry of that information without delay upon receiving the notification in the court register. The notification obligation does not exist if the company is already aware of the existence of such an agreement when it is obliged to submit an application for the entry of that information in the court register within six months from December 5, 2024.

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2. Changes related to Directive (EU) 2022/2381:

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Part of the amendments transposing Directive (EU) 2022/2381 applies only to trading companies listed on the stock exchange, which have more than 250 employees, annual turnover greater than EUR 50 million and annual balance sheet greater than EUR 43 million. These companies are obliged by June 30, 2026 to fulfill the conditions that representatives of the underrepresented gender must occupy at least 40 percent of the positions of non-executive directors, and at least 33 percent of all director positions must be filled by members of the underrepresented gender.

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Special rules for the selection of members of the supervisory or management board were added by Article 272.t, which applies from July 1, 2026. In accordance with the aforementioned Article 272.t and special rules, the possibility of filing an indictment was introduced in accordance with the Misdemeanor Act, to that candidate for the member of the supervisory board or the board of directors who believes that he is equally qualified as the elected candidate of the opposite sex.

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The changes enable greater transparency, independence in supervisory boards, gender balance in boards and easier management of companies. In addition, the aforementioned amendments supplement the misdemeanor provisions and increase the maximum amount of the fine to 10,000.00 euros for legal entities and responsible persons in society if a serious violation of regulations has been committed for the purpose of obtaining illegal property benefits.