Activities of a representative office of a third-country credit institution

A credit institution with a head office in a third country may establish a representative office in the Republic of Croatia after it has obtained authorisation from the Croatian National Bank to establish a representative office.  A representative office is a constituent part of the credit institution (founder) and does not enjoy a legal person status; rather it represents the founder and carries out the tasks at the founder's order, under the firm name of the founder, indicating that it is a representative office. The tasks which a representative office carries out include exclusively market research, carrying out of promotional tasks, the tasks of providing information and representing the founder. The representative office does not carry out the activities which fall within the sphere of business activity of the founder and may not conclude transactions for the founder, and consequently may not earn profit in the Republic of Croatia. 

Application for authorisation to establish a representative office of a third-country credit institution

The application for authorisation to establish a representative office of a third-country credit institution is to be submitted on the form Application for authorisation to establish a representative office of a third-country credit institution, together with the following documents:

1. a certificate from the register of companies or other relevant register where the credit institution is entered, not older than three months, indicating its legal form, date of the entry in the register, persons authorised to represent it and the scope of their powers or, if the credit institution is established in a country that does not keep such a register, legally valid documents on establishment certified in accordance with the regulations of the country where the credit institution has its head office, indicating its legal form, date of establishment, persons authorised to represent it and the scope of their powers;
2. a copy of the deed of establishment, memorandum or Articles of Association of the third-country credit institution, certified in accordance with the regulations of the country where the credit institution has its head office;
3. audit report, including audited financial statements, of the third-country credit institution for the three preceding years of business;
4. the decision of the third-country credit institution to establish a representative office;
5. data on the headquarters (address) of the representative office and its business premises;
6. authorisation by the competent authority of the third-country credit institution to establish a representative office in the Republic of Croatia or a statement by the authority in question that such authorisation is not required;
7. a certified statement by the third-country credit institution that it will settle all liabilities arising in the Republic of Croatia as a result of the activities of the representative office;
8. evidence of payment of all administrative fees; and
9. a list of persons responsible for directing the business of the representative office; and
10. other information listed in the form Application for authorisation to establish a representative office of a third country credit institution.

Deciding on the application 

The Croatian National Bank may, within one month from the date of receipt of an application for authorisation to establish a representative office of a third-country credit institution, also request additional documentation. If the Croatian National Bank has requested additional documentation, the date of its receipt will be considered the date of receipt of a valid application.

The Croatian National Bank decides on the application for authorisation to establish a representative office within 60 days from the receipt of a valid application.

The Croatian National Bank will refuse an application to establish a representative office of a third-country credit institution if it establishes that:

1. cooperation between the competent authority of the third-country credit institution and the Croatian National Bank is not possible; and
2. there is reasonable suspicion that this third-country credit institution is, in any way whatsoever, connected with terrorist financing, money laundering, and similar illegal activities.

After the date of enforceability of authorisation to establish a representative office a third-country credit institution, the Croatian National Bank will enter the representative office in the register of representative offices of credit institutions in the Republic of Croatia.

Revocation of decision

The Croatian National Bank may revoke authorisation to establish a representative office of a third-country credit institution where the representative office acts contrary to the regulations of the Republic of Croatia.