It should be noted that the title ‘managing director’ is not recognised under the Croatian Companies Act or other relevant applicable legislation. The Croatian Companies Act recognises only a ‘director’, who is authorised to represent the company and obliged to be registered as a member of the management board with the respective commercial court.
A managing director need not to have an employment agreement with the company, or any other type of agreement, in order to be able to represent the company.
Where a managing director has a managing / service agreement which falls under the regulation of Croatian obligatory law, only the provisions of the managing / service agreement apply. If aspects of the relationship are not dealt with in the managing / service agreement, the relevant provisions of the Croatian Obligations Act will apply.
Where a managing director does not have any employment or managing / service agreement with the company, he shall be treated as a member of the management board only.
The table below sets out the position under Croatian law with respect to the managing directors of a limited liability company, with and without service agreements.
In general, the managing director is an employee of the company. In certain situations, and subject to the prohibition of circumventing employment law, the managing director might be a self-employed person who has entered into a service agreement with the company.
The following comments relate to situations whereby the managing director is an employee of the company.