Moving from an Obrt to a d.o.o. in Croatia: What Foreigners Must Know Before Scaling
TL;DR: Many foreigners moving to Croatia start their business journey with an obrt (sole proprietorship / trade business). It is often the fastest and least intimidating way to begin operating, especially for freelancers, consultants, and solo founders testing the market.
But as revenue grows, clients become more demanding, and risk exposure increases, the obrt structure can quietly become a limitation rather than an advantage. At that stage, transitioning to a d.o.o. (limited liability company) is no longer a “nice to have” — it becomes a strategic necessity.
This guide explains when and why foreigners outgrow an obrt, what fundamentally changes when switching to a d.o.o. or j.d.o.o., how Croatian tax and VAT rules affect the decision, and how to transition safely without creating compliance or cash-flow problems.
An obrt is Croatia’s version of a sole proprietorship. It is commonly used by:
Freelancers and consultants
Small service providers
Trades and crafts
Early-stage founders validating an idea
One of the biggest attractions is its relative simplicity. Certain obrts may qualify for flat-rate (paušalno) taxation, which reduces administrative burden and makes monthly obligations predictable.
The Core Limitation: Unlimited Personal Liability
The most important downside of an obrt is personal liability.
In an obrt:
You and the business are legally the same
Business debts, claims, and disputes can expose personal assets
Risk grows alongside revenue and client complexity
For low-risk consulting work, this may be acceptable. For businesses with employees, larger contracts, higher revenue, or client-facing risk, it often is not.
Foreign founders usually consider switching to a d.o.o. when one or more of the following applies:
1. You Need Liability Protection
If you are signing larger contracts, dealing with corporate clients, or operating in a higher-risk environment, personal liability becomes a serious concern.
2. You Want Partners or Investors
An obrt is tied to one individual. A d.o.o. allows:
Multiple shareholders
Defined ownership percentages
Investment and partnership structures
3. You Plan to Hire or Scale a Team
Hiring under an obrt is possible, but payroll, contracts, and internal controls are generally easier and cleaner inside a company structure.
4. You Are Approaching VAT Reality
Croatia’s VAT registration threshold is €60,000 in annual turnover. Once your business approaches that level, VAT planning becomes unavoidable and must be handled carefully to avoid pricing and cash-flow issues.
5. You Need Stronger Banking and Corporate Credibility
Banks, payment processors, landlords, and corporate clients often view a d.o.o. as a more stable and scalable structure than an obrt.
A d.o.o. is a limited liability company and a separate legal entity from its owners.
A j.d.o.o. is a simplified version designed for low-capital starts. While attractive on paper, it may carry practical limitations depending on your growth plans and counterparties.
Minimum Share Capital
For a standard d.o.o., the minimum share capital is €2,500. Part of this must be paid in before registration, with the remainder paid within the legally prescribed period.
This is not just a formality — capital payment, registration timing, tax setup, and banking must be sequenced correctly to avoid operational delays.
1. Limited Liability
A d.o.o. separates personal assets from business obligations, significantly reducing personal risk when the business grows.
2. Scalable Ownership Structure
A d.o.o. allows:
Shareholders
Ownership transfers
Investment
Structured exits
None of these are realistically possible under an obrt.
3. Professional Operational Framework
A company structure supports:
Payroll systems
Internal roles and signing authority
Formal accounting and reporting
Clear separation of personal and business finances
4. Long-Term Compliance Stability
Although compliance obligations increase, they also reduce risk by forcing clean documentation, proper invoicing, and transparent reporting.
An obrt can feel light and flexible. A d.o.o. is formal by design.
With a d.o.o., you should expect:
Mandatory bookkeeping
Regular accounting and reporting
Clear invoice, payroll, and documentation standards
Greater interaction with accountants and tax authorities
This increases monthly costs but creates a structure that can actually support growth.
Croatia’s VAT threshold is €60,000 per year.
Once VAT applies, it affects:
Pricing strategy
Cash flow
Invoice format and compliance
B2B vs B2C positioning
Cross-border EU transactions
VAT should never be handled reactively. If your revenue trend suggests you are approaching the threshold, planning must begin early.
Most problems do not come from switching structures — they come from bad execution.
Common mistakes include:
Invoicing under the wrong entity
Banking delays
Contracts referencing the wrong business
VAT status confusion
Misaligned registered addresses
Payroll or employment gaps
Company formation in Croatia follows a defined legal process, but the operational transition is where most founders stumble.
Instead of shutting down the obrt immediately, many founders benefit from a parallel-run approach.
Step 1: Set Up the d.o.o. While the Obrt Continues
This allows time to complete:
Court registration
Tax registrations
Banking
Accounting onboarding
Contract and invoice updates
Step 2: Make the d.o.o. Fully Operational
Before moving revenue:
Bank account must be live
Invoicing templates must be correct
VAT status must be clear
Accounting must be ready
Step 3: Controlled Cutover
Options include:
New clients go to the d.o.o.
Existing contracts finish under the obrt
Full cutover on a fixed date
Step 4: Close or Pause the Obrt
Only after operations, cash flow, and compliance are stable.
This method costs slightly more upfront but dramatically reduces long-term risk.
Residency and work authorization alignment
Activity and licensing requirements
VAT exposure and pricing strategy
Banking timelines
Contract continuity
Your company structure should support both business growth and legal stay, not conflict with it.
When liability risk increases, revenue grows, hiring begins, VAT becomes relevant, or partners/investors are involved.
An obrt is often the right starting point in Croatia. But it is rarely the right end point for a growing business.
A d.o.o. offers:
Legal protection
Scalability
Credibility
Long-term stability
The key is not whether to switch — it is how and when to do it properly.
Relocation Croatia provides structured, compliant, end-to-end support for foreigners transitioning from an obrt to a d.o.o., ensuring your business, residency, and tax position remain aligned as you scale.