PEF in Croatia

PEFs in Croatia can be established as OIFRCs or ZIFRCs. Due to the lower taxes, all Croatian PEFs are formed as OIFRCs. If you’re planning to establish an OIFRC in the Republic of Croatia, it will be useful for you to know that such structures are managed by UAIFs. UAIFs can be created in the form of LLCs or JSCs. Establishing OIFRCs, ZIFRCs & UAIFs in the Republic of Croatia requires endorsement of HANFA, the country’s number one financial regulator. If you’re interested in establishing an AIF in the Republic of Croatia, you should keep in mind that all of the above structures are considered AIFs.

Regulators

As mentioned above, Croatian PEFs are overseen & regulated by HANFA. The latter has a right to impose fines on UAIFs & their managers, require them to report on changes in their organizational structure & revoke their licenses. OIFRCs & ZIFRCs are required to submit semi-yearly statements to HANFA; they must also submit valuation reports to escrow banks. Licensing of Croatian PEFs is also handled by HANFA, too.

Creation of PEFs in in the Republic of Croatia: Procedure

Creating Croatian OIFRCs or ZIFRCs requires having rules/charter & appointing managers (internal or external). Normally, applications for an investment fund manager license in the Republic of Croatia include:

• investment strategy & fund type;
• prospectus, AoA & rules for maintaining funds’ documentation;
• info on funds-related risks;
• depository mechanisms;
• proof of compliance with organizational requirements.

Requirements

Registering PEFs in the Republic of Croatia requires their founders to register them in the register of funds & management companies. UAIFs managing Croatian PEFs must have a registered address in Croatia or another EU member state & appoint custodians. Custodians can be:

• credit institutions with a registered address in the Republic of Croatia;
• branches of European credit institutions established in the Republic of Croatia & authorized by EU regulators.

Access to Information

All information about PEFs’ investors & payments is strictly confidential & may not be disclosed to the general public.

Managers

UAIFs’ BoDs are required to have no less than two directors who are appointed for a 5-year term. They must also fill out a special questionnaire & submit their action plan to HANFA. Their application may be rejected if they fail to comply with the regulator’s requirements (e.g. 3-year experience in senior management positions at UAIFs or 5-year experience in similar positions). BoD members must also sign an employment contract with UAIFs, have excellent command of the Croatian language & obtain an investment advisor license in the Republic of Croatia.

Bankruptcy

If you want to establish a Croatian investment fund, you should keep in mind that its assets will be kept separate from those of UAIFs. In the event of UAIFs’ bankruptcy, no fund’s assets will be affected. Initiation of insolvency proceedings against UAIFs constitutes grounds for revoking a license. 

Taxation

Unlike OIFRCs, ZIFRCs are regarded as full-fledged companies & must, therefore, pay  corporate income tax. Just how much in taxes PEFs will have to pay depends on their beneficiaries (i.e. if they’re Croatian or non-Croatian) & corporate or individual investors. Please keep in mind that unless there’s a valid double taxation treaty, non-residents’ capital gains & dividends are taxed.

Investors

PEFs aren’t required to inform the regulator of their investors’ identities; however, they may be required to share that information at any time. Also the regulators approval must be gained for:

• concluding M&A deals in the Republic of Croatia & UAIFs’ consolidation/separation;
• any change in UAIFs’ share capital of UAIF;
• transfer of management to other UAIFs.

Also, once a year, the regulator must be provided with a list of UAIFs’ stakeholders, indicating percentage of their capital & voting rights.