You registered a company that isn't trading: what it costs and how to exit

LAW stated in an act or rulebook · INTERPRETATION publication of an authority, case law or practice — not in the text of the law · UNRESOLVED no official answer as at 26 September 2026

1. Who this guide is for

For the owner of a Croatian limited liability company (d.o.o.) or a simplified limited liability company (j.d.o.o.) who is:

• entered in the court register as director (management board member), and
• not insured on any other basis (not employed, no sole trade, not a pensioner), while
• the company is not trading: no invoices, no turnover, no employees.

Typical situations: a company set up for a deal that fell through before the first invoice, for a partnership that broke up, “just in case”, for an idea that life overtook.

If you are employed elsewhere or you are a pensioner, the contributions part is different for you — see section 3. If the “company” is in fact a sole trade (obrt), the rules are different and this guide does not cover them.

If the company used to trade and then stopped, part of this guide does not apply: the statement instead of a corporate income tax return and the exemption from the contributions difference apply only to a company that has not traded since registration. INTERPRETATION (Tax Administration guidance); LAW (Contributions Rulebook, Art. 213.i(2))

2. In short

1. Obligations arise on entry in the register, not when trading starts. LAW
2. A director who is not insured elsewhere pays monthly contributions on a base of 1,993.00 EUR (2026), i.e. 727.45 EUR calculation: 1,993.00 × 36.5% a month, as a personal obligation — from the day the company is registered until the day the company is deleted or the director is removed. LAW
3. Every year the company must file either financial statements or a Statement of Inactivity — and the statement does not touch the director’s contributions. LAW
4. No manoeuvre erases a debt already incurred (for the exception when HZMO is late, see 3.2); the only thing that changes is who pays and how much from the date of the change. The obligation ends when the director is removed or the company is deleted LAW (Companies Act, Art. 425(4), Art. 4); in practice you are safe only once the court, HZMO and the Tax Administration see the change — so report everything immediately, on the same day. INTERPRETATION (practice)

3. What arises on registration alone

Two separate groups of obligations — one burdens the company, the other you personally (your personal identification number, OIB).

3.1 Obligations of the company (every year, trading or not)

Paid-in share capital and formation costs (notary, court register) are no obstacle to the Statement of Inactivity if the company had no business activity — FINA accepts such a statement. The Accounting Act does not say so expressly (it requires that the books contain no data on assets and liabilities), while the Tax Administration guidance expressly excludes share capital. INTERPRETATION (practice)

The Statement of Inactivity has no prescribed form; FINA accepts it after the deadline as well. INTERPRETATION — FINA

If you file nothing: FINA is the authorised prosecutor for the misdemeanour of not filing the GFI. The fine for the company is 1,320 – 13,270 EUR LAW (Accounting Act, Art. 60(1)), and for the responsible person (the director) 660 – 2,650 EUR LAW (Accounting Act, Art. 60(2)). In misdemeanour proceedings inactivity in itself is no defence — the only defence is a statement filed on time. INTERPRETATION (High Misdemeanour Court, FPž-1177/2019)

3.2 Obligations of the director (you personally)

A management board member who is not compulsorily insured on another basis is compulsorily insured in pension insurance LAW — ZOMO Art. 16 and in health insurance if not insured on the basis of work LAW (ZOZO Art. 7(1) item 4). The obligation is tied to the status of management board member, not to whether the company trades. For a new company the obligation starts on the day the company is entered in the court register, because only then does the company exist LAW — Companies Act, Art. 4.

What that means in figures for 2026:

The obligation, the types of contribution and the period are determined by a decision of the Tax Administration; contributions are due by the 15th of the month for the previous month. LAW (Contributions Act, Arts. 90–93)

The deadline for registering with HZMO (the Croatian Pension Insurance Institute) is 30 days from the day the obligation arises. If you do not register, HZMO of its own motion issues a decision recognising your status as an insured person — it has the data from the court register — and the Tax Administration then assesses the contributions by decision, as a rule for the whole period since registration (see the 12-month rule), with default interest. LAW (ZOMO Art. 109(1) item 4, Art. 115(2)) There is no “it will come at the end of the year”: the obligation is monthly, and collection comes when the system processes it.

If HZMO does not issue the decision recognising the insured status within 12 months of the obligation arising, the status is recognised from the date of the decision. That is no reason to wait: the deadline is on HZMO, which receives the data from the court register; for a period without recognised status you have no pension insurance record; and not registering remains a failure of your obligation. LAW — ZOMO Art. 115(3)

4. Three director statuses — which one are you?

This is where most wrong answers arise, because three different regimes get mixed up.

LAW (Contributions Act Art. 21(2), Art. 92, Arts. 187.c–187.g; Contributions Rulebook Arts. 197 and 213.i(2); Order NN 150/2025)

The law defines a “management board member not insured on that basis” as one who “is not insured on that basis but on some other basis of insurance” LAW (Contributions Act, Art. 5(2) item 2). That is why the exemption for an inactive company (status B) does not apply to a director who is not insured anywhere (status C): there is no “difference” to calculate, only the full monthly obligation.

Not having registered does not change the status — the obligation arises by law, and HZMO establishes it of its own motion.

5. The Statement of Inactivity — what it solves and what it does not

It solves:

1. FINA — instead of the GFI (Accounting Act Art. 47(9)).
2. Tax Administration — instead of the PD return (Tax Administration guidance).
3. The annual contributions difference — but only for a director who is insured elsewhere (status B).

It does not solve:

• the monthly contributions of a director who is not insured anywhere (status C) — that is a personal obligation on the director’s own OIB, while the statement concerns the company;
• fines for earlier years in which nothing was filed (the statement can be filed later, but the misdemeanour for the deadline remains).

Condition for the statement under the Accounting Act: there were no business events during the year and the books contain no data on assets and liabilities LAW. Condition under the Tax Administration guidance: no activity, no turnover on the account, no business transactions other than paying in the share capital and formation costs INTERPRETATION. As soon as you pay yourself a salary, open an account with turnover or pay any cost from the company, the statement is no longer an option — the GFI and the PD return are due.

6. What waiting costs

The director’s contributions (status C) are calculated for every month and part of a month from the day the company is entered in the court register until the day the company is deleted or the director is removed — regardless of the fact that the company has not earned a cent. LAW (Contributions Act Art. 239(2) and (3) item 5, Art. 5(1); Companies Act Art. 4 and Art. 425(4))

Default interest is added if you do not pay on time and, for the company, fines for statements not filed. A debt under a Tax Administration decision is a tax debt on your OIB: it does not disappear when the company is deleted, and the Tax Administration collects it by enforcement. LAW — General Tax Act; INTERPRETATION (collection practice)

7. How to get out — five routes and their steps

The common rule for all of them: the obligation ends when the director is removed or the company is deleted LAW (Companies Act, Art. 425(4), Art. 4); in practice you are safe only once the court, HZMO and the Tax Administration see the change — so report everything immediately, on the same day INTERPRETATION (practice). Everything incurred up to that date must be paid.

7.1 Take up employment with another employer

1. Sign an employment contract; the employer registers you with HZMO/HZZO.
2. From the first day of employment you are no longer compulsorily insured as a management board member — you move to status B. For the annual difference the period runs from appointment to removal according to the court register LAW (Contributions Act, Art. 187.f).
3. For the company you keep filing the Statement of Inactivity; the annual difference is not assessed while the company is inactive and newly founded.
4. Contributions from registration to the day of employment remain your debt — pay them under the decision.

The cheapest exit where it is feasible. Part-time employment also moves you to status B; the difference is then calculated against the base with the other employer, but for an inactive newly founded company it is not assessed.

7.2 Change the director

1. The general meeting (with a single member: the decision of the sole member) removes you and appoints a director who is already insured on another basis (for example, employed).
2. The decision and the new director’s statement are certified by a notary; the change is filed with the Commercial Court.
3. Your obligation (status C) ends on the day of removal LAW (Companies Act, Art. 425(4)). HZMO and the Tax Administration work from register data and their own records. So, at the same time: (1) file the change with the Commercial Court immediately, (2) deregister from pension insurance with the notice of termination of insurance (M-2P) and the notice of termination of business of the contributions payer (M-12P) together with the removal decision, and (3) keep the notarised decision as evidence of the date. INTERPRETATION (practice; M-2P and M-12P: HZMO, “Prijave i odjave na osiguranje”; Rulebook on keeping the HZMO register, NN 127/25, Art. 6) You remain the owner (company member) — ownership alone does not create a contributions obligation.
4. The new director, if insured elsewhere, moves into status B (annual difference, with the exemption for an inactive company). For status B the period for the difference runs from appointment to removal according to the court register — here the register is decisive by law LAW (Contributions Act, Art. 187.f).

This does not solve the company — only your contributions. The company still has the obligations in section 3.1.

7.3 Sell the company

1. Find a buyer; the share transfer agreement is made before a notary, with your removal and the appointment of the new director in the same instrument.
2. The changes are filed with the Commercial Court; entry.
3. Your obligation ends on the day of removal, and the date of removal is the date of the notarial instrument containing it LAW (Companies Act, Art. 425(4)). At the same time proceed as in 7.2, step 3: filing with the court, M-2P and M-12P deregistration, keeping the notarised instrument as evidence of the date INTERPRETATION (practice). Contributions up to that day remain your personal obligation — the buyer takes over the company and its obligations, not yours.

Realistically: a company founded this year, with no invoices and no trading, is worth little. A sale is faster and cheaper than closing only if you already have a buyer.

7.4 Close the company by shortened termination without liquidation

Available when the company has no debts; governed by the Companies Act (Arts. 472.a–472.g) LAW.

1. Settle everything the company owes (employees, suppliers, the state) — a Tax Administration certificate that there is no debt in public levies is required.
2. All company members adopt a decision on termination by the shortened procedure and give a statement that the company has no unsettled obligations and that they are jointly and severally liable for obligations that appear later — in the form of a notarial deed or a private document confirmed by a notary.
3. Publish the decision and the statement on the court register website.
4. File with the Commercial Court; the court issues a decision on termination and publishes it.
5. Deadline for objections: 30 days from publication (members, creditors, state bodies).
6. After the deadline expires without objection the court issues a decision on deletion. Only from that day do your contributions stop.
7. Members are liable for the company’s obligations established later for 2 years from publication of the deletion LAW (Companies Act, Art. 472.e(2)).

In practice it takes 1.5–3 months from decision to deletion INTERPRETATION — so another 1–3 monthly contribution instalments after the decision is signed. For the period from the start of the year to the entry of termination the company prepares financial statements.

7.5 Half-way option: take up employment in your own company until it is closed

It lowers the monthly cost and shifts it from you to the company — but it does not erase the past.

1. Sign a full-time employment contract with your own company; register with HZMO/HZZO. From that day you move from status C to status A.
2. Contributions are calculated on at least 1,295.45 EUR → 472.84 EUR/month and are an obligation of the company (the employer). The salary may be nominal: the minimum wage rules do not apply to a worker who is the employer’s only worker and at the same time a management board member LAW (Minimum Wage Act, Art. 4(2)).
3. The company thereby stops being inactive: it needs a business account, monthly payroll and JOPPD payroll and income reports, working-time records, and for that year a GFI and a PD return instead of the statement.
4. Before closing you terminate your own contract and settle the salary and contributions (the condition in 7.4, step 2).
5. Contributions from registration to the day the employment is registered remain your personal debt.

Pitfalls: it must be full time — with part time the Tax Administration assesses the difference up to 1,295.45 EUR at the end of the year, again to you personally, and the inactivity exemption falls away as soon as there is a salary. The net saving is less than 254.61 EUR calculation: 727.45 − 472.84/month because of the cost of payroll and reporting; it pays off only if closing takes longer than a few months. Do the calculation before registering, not after.

8. The most common misconceptions

1. “The company isn’t trading, so there are no obligations.” The company’s obligations (GFI/PD or statement) and the director’s obligations (contributions) arise on registration, not through trading.
2. “Contributions come at the end of the year.” They are monthly and due by the 15th of the month; if you have not registered, they arrive all at once, as a rule for the whole period, with interest.
3. “The Statement of Inactivity also solves contributions.” It solves the GFI and the PD return; the annual difference only for a director employed elsewhere. For a director with no basis at all it solves nothing.
4. “I didn’t register, so I’m not insured on that basis.” The status arises by law on registration; HZMO establishes it of its own motion. Not registering does not change the status; it only changes who establishes it and when.
5. “I’ll sell the company and that’s it.” The buyer takes over the company. Your contributions up to the day of removal stay yours — and until the court, HZMO and the Tax Administration see the change, their records still show you as director.
6. “I signed the decision to close, the obligation has ended.” When closing, the obligation ends only when the company is deleted from the court register — 1.5–3 months later. A decision to wind up the company is not a removal of the director.
7. “I don’t pay myself a salary, so there are no contributions.” For a management board member the first question is the basis of insurance, not whether a salary is paid.

9. Before you set up a company — five questions

A company is set up in a few hours for a few hundred euros. It is closed over months and for many times more. Before registration, answer these:

1. Who will be the director, and is that person already insured on another basis? If not, the cost is 727.45 EUR/month from day one (2026).
2. Will the company have turnover in the first 12 months? If not, count on the Statement of Inactivity and everything in section 3.1.
3. Who keeps the books and files the statements — and what does that cost per year, even for an empty company?
4. How do you get out if the project fails: sale, change of director, shortened procedure? How long does that take and what does it cost?
5. Is the risk worth it compared with the reason for setting up the company (a specific deal, a project, “just in case”)?

If you have no answer to any of these questions, talk to an accountant before registration, not after.

10. Summary table

What we are watching

1. The misdemeanour for not filing the PD return — the article of the General Tax Act and the amount.
2. The Order on contribution bases for 2027 — the amounts change every year; this guide carries the amounts for 2026.

The legal basis

• Zakon o mirovinskom osiguranju (Pension Insurance Act, ZOMO), NN 96/25 — Art. 16; Art. 109(1) item 4 (registration deadline); Art. 115(2) and (3) (decision of HZMO’s own motion, 12-month rule) — text in the Official Gazette
• Zakon o obveznom zdravstvenom osiguranju (Mandatory Health Insurance Act, ZOZO), NN 80/13, 137/13, 98/19, 33/23, 105/25 — Art. 7(1) item 4 — consolidated text
• Zakon o doprinosima (Contributions Act), NN 84/08 … 114/23, 152/24 — Art. 5(1) and (2) item 2, Art. 7 item 58, Arts. 13, 14 and 17 (rates), Art. 21(2), Arts. 90–93, Arts. 187.c–187.g, Art. 239 — consolidated text
• Pravilnik o doprinosima (Contributions Rulebook), NN 2/09 … 1/19, 43/23, 143/23, 14/24, 16/25 — Art. 197 (management board member), Art. 213.i(2) (exemption for newly founded inactive companies) — amendment NN 1/19
• Naredba o iznosima osnovica za obračun doprinosa za obvezna osiguranja za 2026. godinu (Order on contribution base amounts for 2026), NN 150/25 — Art. 7 no. 6, Art. 19(1) — text in the Official Gazette
• Zakon o računovodstvu (Accounting Act), NN 85/24, 145/24, 151/25, 59/26 — Art. 47(5) and (9), Art. 50(1), Art. 60 (misdemeanours) — consolidated text
• Zakon o trgovačkim društvima (Companies Act) — Art. 4 (legal personality on registration), Art. 424(1) and Art. 425(4) (removal; entry of a change of board member is declaratory), Arts. 472.a–472.g (shortened termination without liquidation) — consolidated text
• Pravilnik o vođenju matične evidencije Hrvatskog zavoda za mirovinsko osiguranje (Rulebook on keeping the HZMO register), NN 127/25 — Art. 6 items 2 and 5 (M-2P, M-12P) — text in the Official Gazette
• Zakon o minimalnoj plaći (Minimum Wage Act) — Art. 4(2) — consolidated text
• Tax Administration, guidance on the corporate income tax return (statement instead of the PD return) — publication of an authority, not law — Tax Administration guidance
• FINA, Register of annual financial statements — publication of the procedure, not law — frequently asked questions
• HZMO, “Prijave i odjave na osiguranje” (registration and deregistration; notice of termination of insurance M-2P; notice of termination of business of the contributions payer M-12P) — publication of an authority, not law — HZMO page
• High Misdemeanour Court (Visoki prekršajni sud), FPž-1177/2019 (the Statement of Inactivity as the only defence) — case law, not law

Verified as at 26 September 2026. The rules change — if more than a year has passed since that date, check whether this guide has been updated. Amounts marked “calculation” are derived from the base and rates in Order NN 150/25 and the Contributions Act, rounded to two decimals. The Croatian version of this guide at /vodici/firma-koja-ne-posluje/ is the reference text.

Related guides

Frequently asked questions

Verified primary legal sources

Open verified primary sources (8)

The links open the primary legal texts used in the mechanical verification of this guide.

• Croatian Pension Insurance Act, NN 96/25Art. 16., 85., 109., 115.
• Croatian Mandatory Health Insurance Act (consolidated text)Art. 7.
• Croatian Contributions Act (consolidated text)Art. 5., 7., 13., 14., 17., 21., 90.–93., 187.c–187.g, 239.
• Pravilnik o doprinosima (Contributions Rulebook), NN 1/19Art. 213.i
• Naredba o iznosima osnovica za 2026. (Order on contribution base amounts for 2026), NN 150/25Art. 7., 19., 20.
• Croatian Accounting Act (consolidated text)Art. 47., 50., 60.
• Croatian Companies Act (consolidated text)Art. 4., 424., 425., 472.a–472.e
• Croatian Minimum Wage Act (consolidated text)Art. 4.