CROATIA: HANFA responds to query concerning Croatia substantial acquisitions in insurance undertakings

Thursday July 17 2014

HANFA respond to a query in relation to the necessary reporting obligations in insurance undertakings for Croatia qualifying holdings rules as follows:

According to the Article 22, paragraph 1, of the Croatian Insurance Act, an entity wishing to acquire a qualifying holding shall submitt a specified and explained request for acquiring a qualifying holding to the supervisory agency and such request shall be accompanied by the documents referred to in Article 59 (1), points 4 or 5 of the above mentioned Act.

The necessary documents are as follows (prescribed in Article 59 (1), points 4 or 5 of the Croatian Insurance Act):

1. for the shareholders – legal persons which are holders of qualifying holdings ( where the shareholders are foreign legal persons, copy of the notary act, certified by the notary, has to be submitted)
– an extract from the judicial register of companies or another equivalent public register;
– where the shareholder is a joint stock undertaking, in addition to the above mentioned, an extract relating to the shareholder in question from the shareholders’ register or, in the case of bearer shares, a document certified by the notary public (if the document is in foreign language, the original of the translation of the document certified by certified court interpreter has to be submitted) showing the list of the persons present at the last general meeting of shareholders;
– a limited company shall submit an extract from the register of business shares;
– financial statements for the past two financial years;
– list of persons related to the holders of qualifying holdings along with the description of their relationship, drawn up in accordance with the Article 10 of the Insurance Act.

2. for the shareholders – natural persons which are holders of qualifying holdings
– first name and surname, date of birth and address;
– the statement about the origin of funds for the acquisition of shares in an insurance undertaking;
– list of persons related to the holders of qualifying holdings along with the description of their relationship, drawn up in accordance with the Article 10 of the Insurance Act.
Also, we usually require a statement from the applicant whether by acquiring shares in an insurance undertaking, he or she is also acquiring (indirectly) shares in other legal entity which is under the supervision of the supervisory agency. (investment companies, factoring companies, leasing companies, pension companies, pension funds, pension insurance companies, UCITS management companies, AIF management companies).

According to the Article 7 of the Croatian Ordinance on the type and amount of fees and administrative charges paid to the Croatian Financial Services Supervisory Agency (Official Gazette No. 40/14) there is prescribed a fee for the approval of the acquisition in an insurance undertaking, in the amount of 10,000.00 HRK and the administrative charge in the amount of 1,000.00 HRK.

The originals of the above stated documents have to be submitted or copies of those documents verified by the public notary and if such documents are in foreign language then translation of such documents issued by authorised court interpreter also has to be submitted.