Conversion Of Share Capital To Euro

• Published date: 20 October 2022
• Subject Matter: Corporate/Commercial Law, Corporate and Company Law
• Law Firm: Eurofast
• Author: Lara Plečko

With the euro becoming the national currency from the 1^st of January 2023, most of us are focused on the expected changes in the price of products and services, the level of wages and the cost of living. However, a change will be also visible in the share capital of every company.

Namely, the Companies Act prescribes the amounts of share capital and the minimum value of individual shares or business shares for each company, depending on its legal form.

With the introduction of the euro, the kuna amounts of the share capital will necessarily have to be converted into euro at the fixed exchange rate of 7.53450, following the guidelines in the new amendments to the Companies Act.

Until now, the Companies Act prescribed the value of the share capital as follows:

• Joint-stock company (d.d.) - the minimum amount of share capital is HRK 200,000, and the minimum nominal amount of a share is HRK 10.00 (larger nominal amounts of shares must be multiples of the amount of HRK 10.00)
• Limited liability company (d.o.o.) - the minimum amount of share capital is HRK 20,000, and the minimum nominal amount of a business share is HRK 200.00 (larger nominal amounts of business shares must be multiples of 100)
• Simple limited liability company (j.d.o.o.) - the minimum amount of share capital is HRK 10.00, and the minimum nominal amount of the business share is HRK 1.00 (the amounts of business shares must be a whole number)

Law on Amendments to the Companies Act Official Gazette 114/2022, on the 3^rd of October 2022 determined the new minimum amounts of share capital, shares and business shares in euros as shown in the table below:

Legal form	Previous minimum amount in HRK	New minimum amount in EUR
Joint-stock company
Share capital	200.000,00	25.000,00
Share	10,00	1,00
Limited liability company
Share capital	20.000,00	2.500,00
Business share	200,00	10,00
Simple limited liability company
Share capital	10,00	1,00
Business share	1,00	1,00

Accordingly, in the case of joint-stock companies and simple companies with limited liability, the larger nominal amounts of shares or business shares must be whole numbers, while in the case of limited liability companies, the larger amounts of minimum business shares must be multiples of 10.

The conversion of share capital to euros will not happen overnight, so the amendments to the Companies Act stipulate the deadlines within which companies must make the conversion from kuna to euro:

• Joint-stock companies - must harmonize the amounts of...