Article 63 of the Credit Institutions Act prescribes the obligation of obtaining an authorisation from the Croatian National Bank for the following changes in status and business activities:

1. Authorisation for division by formation of new credit institutions

A credit institution may be divided by transferring all its assets to two or more new credit institutions formed for that purpose, having their head office within or outside the Republic of Croatia and it must obtain authorisation for division from the Croatian National Bank prior to the entry of the new credit institutions in the register of companies or other relevant register. On the date of the entry of the new credit institutions in the register of companies or other relevant register, the credit institution being divided will cease to exist and the authorisations it obtained from the Croatian National Bank will expire.

2. Authorisation for division by acquisition

A credit institution that is divided by transferring all its assets to two or more existing credit institutions having their head office within or outside the Republic of Croatia must obtain authorisation for division from the Croatian National Bank prior to the entry of the decision on division in the register of companies.

3. Authorisation for disposal (split-off) by formation of one or more credit institutions

A credit institution may dispose (split off) one or more parts of its assets by transferring them to one or more new credit institutions formed for that purpose, having their head office within or outside the Republic of Croatia and it must obtain authorisation for disposal (split-off) from the Croatian National Bank prior to the entry of the decision on disposal (split-off) in the register of companies.

4. Authorisation for disposal (split-off) by acquisition

A credit institution that disposes (splits off) one or more parts of its assets by transferring them to one or more existing credit institutions having their head office within or outside the Republic of Croatia must obtain authorisation for disposal (split-off) from the Croatian National Bank prior to the entry of the decision on disposal (split-off) in the register of companies.

5. Authorisation for the transfer of assets and liabilities

A credit institution that intends to transfer a portion of its assets and the same proportion of its liabilities to another credit institution having its head office within or outside the Republic of Croatia must obtain authorisation from the Croatian National Bank before concluding a contract to that effect.

Application for authorisation for division, disposal (split-off) and transfer of a portion of assets and liabilities

The application for authorisation for division/disposal (split-off)/transfer of assets and liabilities is to be submitted on the form Application for authorisation for division, disposal (split-off) and transfer of assets and liabilities together with attachments described in detail in the column of the application form in which the requested information is to be entered or in which a referral is made to the attachment in which the requested information may be found. 

The following documents and information must be enclosed with the Application for authorisation for division, disposal (split-off) and transfer of a portion of assets and liabilities:

1. Articles of Association or draft amendments to the Articles of Association of all the involved credit institutions or credit institutions that are being established in the course of division or disposal (split-off);
2. a business strategy and a business plan of the credit institution for the next three years of business, including balance sheets, profit and loss accounts, the types of business planned, the appropriate organisational, technical and personnel structure of the credit institution, accounting policies and the organisation of the internal audit function - for all participants in the division/disposal (split-off);
3. ownership structure of all the participants in the division/disposal (split-off)/transfer of assets and liabilities, prior to and after the division/disposal (split-off)/transfer of assets and liabilities, including the list of persons connected to the shareholders or holders of holdings;
4. application for the acquisition of a qualifying holding;
5. in the case of division or disposal (split-off) by formation, application for authorisation of a new credit institution;
6. in the case of division or disposal (split-off) by formation, an application for a prior approval to perform the function of the chairperson and member/members of the management board;
7. in the case of division or disposal (split-off) by formation, an application for a prior approval to perform the function of supervisory board members;
8. other information listed in the Application for division, disposal (split-off) and transfer of a portion of assets. 

Deciding on the application 

When deciding on the application, the Croatian National Bank may request from the applicant to submit other documents and information which may be required for decision-taking. If the Croatian National Bank has requested additional documentation, the date of its delivery will be considered the date of receipt of a valid application.

The Croatian National Bank is obligated to issue a decision on the application for authorisation for division, disposal (split-off) by acquisition and authorisation for the transfer of assets and liabilities within 60 days of the delivery of a valid application. Where an application for authorisation for division/disposal (split-off) by formation is submitted together with an application for authorisation of new credit institutions, the procedures are processed jointly and the time limit for taking a decision on the application is six months from the date of receipt of a valid application, or maximum 12 months from the date on which the application was submitted.