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Croatia, holding the Annual General Meeting (AGM) is more than good practice, it’s a legal duty. For limited liability companies (LLCs), the AGM must take place within six months after the financial year ends. This timeline allows shareholders to review and adopt the annual financial statements, including the balance sheet and income statement, before filing them.
Who can call the AGM?
Several parties hold the authority to convene the AGM:
- Directors must organise it annually and whenever the company’s interests require it.
- If established, a supervisory board may also call the meeting.
- In cases of liquidation, liquidators step in.
- Minority shareholders can request the meeting if the Articles of Association allow it.
The meeting must take place without delay if the company loses half of its registered capital.
How much notice is required?
The company must notify shareholders at least seven days in advance. The Articles of Association determine how the notice is delivered. The notice should include:
- The date and location
- The format (physical, virtual, or written)
- The full agenda
How can the AGM be held?
Companies can choose from three meeting formats:
- Physical meetings at a specific venue
- Virtual meetings using online platforms, if permitted
- Written resolutions when all shareholders unanimously agree
What decisions are made at the AGM?
During the AGM, shareholders typically vote on:
- Approval of financial and consolidated statements
- Profit allocation and dividends
- Appointing or removing directors and board members
- Adjustments to share capital
- Amendments to the Articles of Association
- Company reorganisation or dissolution
The board and shareholders may propose additional topics, provided they follow internal procedures.
What are the quorum and voting rules?
To validate the meeting, shareholders representing at least 10% of share capital must attend, unless stated otherwise in the Articles.
- Routine decisions require a simple majority.
- Major matters, such as mergers or share capital changes, need at least 75% support.
- Extraordinary actions, like squeeze-outs, may demand more than 90%.
Shareholders must not vote on issues where they would personally benefit.
Can shareholders vote by proxy?
Yes. Shareholders may appoint a proxy by issuing a written power of attorney. Recent reforms require proxies to confirm their appointment in writing and meet eligibility standards similar to directors.
What about financial statement approval and filing?
The AGM must approve the financial statements before filing. Although there’s no requirement to submit the approval decision itself, it’s typically expected. By 30 June, companies must submit:
- The balance sheet
- The income statement
- The profit allocation decision
- A resolution approving the statements
Failing to meet this deadline can lead to fines and reputational damage.
When is an audit required?
A company must undergo an external audit if it exceeds certain thresholds. These audits must comply with the International Standards on Auditing (ISA).
Auditors submit their reports to management and the supervisory board, who then present the findings to shareholders. If the company fails to appoint an auditor, the court may intervene.
What’s next?
The AGM is just one step in the governance lifecycle. Whether your company needs to approve accounts, appoint new directors, or grant a Power of Attorney, Klea supports the entire process. Our platform collaborates with legal experts in Croatia and across Europe to ensure your records are complete, compliant, and securely filed. Looking to expand? Start with our article: New Rules for Dominican AGMs: What You Need to Do for Compliance and Results.
Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. Businesses seeking a reliable and scalable solution can:
Request a demo – See Klea in action for your organisation
Start a trial – Experience firsthand how automation cuts workload and increases efficiency
Talk to our experts – Receive tailored guidance for your entity management needs
Modern companies require structured governance, reliable compliance, and precise legal coordination. Klea ensures that corporate processes remain efficient, transparent, and fully compliant.
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The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.
For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalized guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.