1.  What is the current legal basis of the Transparency Register? To what extent has the Directive been implemented?
  2. Is there an obligation of a UBO or shareholder to proactively provide information on the UBO to the legal entity?
  3.  Is there an obligation of a legal entity to actively inquire with its shareholders / partners on the identity of the UBO(s)?
  4.  Who is required to make filings with the Transparency Register, the legal entity or the UBO?
  5.  Are there exemptions to the filing obligation?
  6.  What is the due date for the initial filing? Is there an obligation to update the filing?
  7. What are the sanctions in case of a breach of the transparency obligation?
  8.  Is the Transparency Register established as a separate register or part of an existing one?
  9.  Notable amendments (including through the Directive)

jurisdiction

Croatia
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The current legal basis of the Croatian Transparency Register is the Act on Prevention of Money Laundering and Terrorism Financing (Zakon o sprječavanju pranja novca i financiranja terorizma), Official Gazette No. 108/2017, 39/2019, in force from 25 April 2019, (the "AML Act") and the Ordinance on the Ultimate Beneficial Owners Register (Pravilnik o Registru stvarnih vlasnika), Official Gazette No. 53/2019, 1/2020, in force from 3 January 2020.

The main obligations under the Directive have been transposed in the AML Act.

Yes.

The UBO is obliged to provide the members of the management board / a person holding an equivalent position / the authorised representative of the legal entity (or the trust manager in the case of trusts / equivalent legal arrangements) with all the information necessary in a timely fashion.

Yes.

Each legal entity (or the trust manager in the case of trusts / equivalent legal arrangements) is obliged to have and keep adequate, accurate and up-to-date information on the UBO. In case of inspection, they must be able to prove that they have carried out the necessary checks to establish the information about UBO(s), which covers not only the ownership structure but also checks regarding controlling influence of other kinds (e.g. if someone has a special voting right under the constitution of the entity / shareholders’ agreement, etc.).

The legal entity (or the trust manager in the case of trusts / equivalent legal arrangements).

5. Are there exemptions to the filing obligation?

Yes.

Exemptions are possible for:

  1. Listed companies;
  2. Companies with a registered seat in a foreign country, which are listed on a stock exchange / regulated market of an EU member state, or a relevant third country (where the company is domiciled), provided that the publishing requirements in such foreign country are in compliance with the EU regulations ensuring transparency of information on UBOs.

Entities under (i) and (ii) are obliged to report the fact that they are covered by the exemption.

Further exemptions mostly relate to entities fully owned by the Republic of Croatia / local municipalities.

6. What is the due date for the initial filing? Is there an obligation to update the filing?

31 December 2019 for existing legal entities and 30 days following incorporation for legal entities incorporated after 1 December 2019.

In the case of trusts, the 30-day deadline starts running from the day the trust / equivalent legal arrangement is granted a Croatian personal identification number (OIB).

Any change regarding this information must be filed by the legal entity (or trust manager in the case of trusts / equivalent legal arrangements) within 30 days following the occurrence of such a change.

7. What are the sanctions in case of a breach of the transparency obligation?

Administrative fines for legal entities / trust managers and against board members or other responsible persons of legal entities.

8. Is the Transparency Register established as a separate register or part of an existing one?

The Croatian Transparency Register is established as a separate register maintained by the Croatian Financial Agency (FINA). 

9. Notable amendments (including through the Directive)

As of 1 January 2020, certain data on the UBO (name and surname, state of residence, month and year of birth, citizenship, the nature and extent of beneficial ownership) became publicly available through the so-called e-citizen service (e-Građani) without the need to prove any "special" legal interest. Access to UBO’s data (or part of it) may be limited on an exceptional basis prescribed by the AML Act.