Founding deposit and recapitalization

INITIAL CAPITAL

The bank provides the service of receiving and recording funds based on the payment of initial capital for the establishment of companies in accordance with the Company Act. Funds are paid in the national currency: EUR.

 The initial capital payment can be made by:

  • domestic individuals (residents) through:
    • cash payment in the Bank
    • cashless payment from the founder’s account
  • foreign individuals (non-residents) through:
    • cashless payment from the founder’s account
  • domestic and foreign legal entities through:
    • cashless payment from the founder’s account

In order to carry out the payment of the initial capital, the identification of the payer/founder (the individual) is carried out as well as the collection of the following data:

  • name and surname of the payer
  • payer’s address, payer’s country
  • data on the personal identification document (identity card, passport)
  • Croatian tax number
  • foreign tax number in case of payer being a non-resident
  • data on PEP feature

In order to carry out the payment of the initial capital, the identification of the payer/founder (the legal entity) is carried out as well as the collection of the following data:

  • name of the payer
  • payer’s address, payer’s country
  • Croatian tax number
  • foreign tax number in case of payer being a non-resident

Cashless payment of the initial capital

 General instructions for cashless payments:

Payer1
Name and surname/name:
Address:
Country:
Amount:
Payee:KARLOVAČKA BANKA  d.d., Karlovac
SWIFT/BIC:KALCHR2XXXX
Payee’s account:HR5224000081011111116
Model and reference number:HR05 1040-24800-OIB of the payer
Purpose of payment2:Initial capital for the company in the process of establishment, name and surname/name of the payer, OIB of the payer

1 The payer can be exclusively the founder
2 Name of the legal entity in the process of establishment (must be identical to the data from the founding act), OIB of the payer must be stated

Important note:

  • when paying in cash, the payer submits the notarial deed of establishment ,
  • in case of cashless payment, the payer submits the notarial deed of establishment within 5 days from the date of the payment. If not submitted, the funds will be returned to the payer.

 Certificate of payment of the initial capital

Upon the payment of the initial capital the Bank issues a Certificate of payment of the initial capital which is attached to the Application for entry in the register at the competent Commercial Court, i.e. the institution that carries out the entry in the appropriate register of legal entities.

For details on Certificate for cashless payments kindly contact registar@kaba.hr

Transfer of the initial capital

Upon the registration of the legal entity, the initial capital funds are transferred to the newly open account of the legal entity for which the payment was made.

  1. Newly founded company with a transaction account in the Bank:
  • The request for the transfer of funds to a transaction account is an integral part of the request form for opening a transaction account 
  1. Newly founded company that opened a transaction account in another commercial bank in the Republic of Croatia
  • The request for the transfer of funds to a transaction account signed by the representative of the newly established company
  • Decision on registration in the Register at the Commercial Court
  • Confirmation of the IBAN of the open account

The transfer of initial capital funds is carried out exclusively to the account of the company for which the initial capital payment was made.

Changing the name of the company in the process of establishment

In the event that during the registration process, a change of name was requested from the Commercial Court and therefore a new Certificate of payment of the initial capital (for the changed name) is requested, the received document form the Commercial Court is attached to the request for issuing a new Certificate.

If the name has been changed and the changed Certificate has not been issued before that, the request for the transfer of funds must be accompanied by either a court summons for the change or a statement by the notary public who drew up and certified the Deed of Establishment that the name was changed during the registration process.

Refund of the initial capital

Funds will be returned to the founder in case any of the events described below occurred. Refunds are made exclusively to the payer’s transaction account.

Refunds are made based on the written request of the founder. The founder submits the request for the refund of the initial capital at the Bank’s offices or submits the request accompanied by the payer’s contact information to registar@kaba.hr for further procedure.

The request for the refund must be accompanied by the following documentation depending on the status of the registration/establishment procedure:

  • If the registration procedure has been initiated but the application has been rejected – Decision on rejecting the application for registration in the court register
  • If the registration has been carried out and the deletion of the legal entity has been registered – Decision on deletion

If the payment was made from abroad, the payer should contact Karlovačka banka at registar@kaba.hr or e-kaba@kaba.hr for further procedure.

Recapitalisation (increase of share capital)

Recapitalisation is the process of increasing the share capital of an existing legal entity.

Payment of capital increase in cash:

  • it is paid into the transaction account of the entity for which the share capital increase is carried out
  • the payment contains indication of purpose: ”increase of share capital” or ”recapitalisation”
  • the payment is made by the payer who will be registered in the Commercial Court

For the purpose of registering the increase of share capital in the court register, the Bank will also issue a Certificate of Increase of share capital. The Certificate is issued:

  • when the funds for the increase of share capital are paid into the transaction account of the existing legal entity which is maintained with Karlovačka banka d.d.
  • when payment clearly indicates that it is an increase of the share capital

The following documents must be submitted to obtain the Certificate of Increase of share capital:

  • request for issuing a Certificate of payment of the share capital increase
  • details of the payment: date, amount and payer
  • copy of notarial deed on the recapitalisation

For further information please contact Payments Division at: +385 (0)47 417 366 or spp@kaba.hr     (published in April 2023)

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