Investment terms that still work at the next round
International investors usually arrive with international documentation, and Croatian company law does not always accommodate it. Most start-ups are limited liability companies (d.o.o.), which have no preferred share classes in the familiar sense, and every share transfer requires a specific form and participation of public notary. Investor protections therefore need to be allocated deliberately across the investment agreement, the shareholders' agreement and the articles.
For funds, we structure the investment, run due diligence and document the rights that matter at exit. For founders, we translate the term sheet into consequences: dilution, liquidation preference, vesting, control. We also handle holding company flips for businesses raising from US or other international investors, and design equity incentives that work within Croatian corporate and tax rules.
Service breakdown
Private equity
Majority and minority acquisitions by PE funds
Buy and build platforms and add-on acquisitions
Seller rollover and management co-investment
Exits: trade sales and secondary sales to other sponsors
Venture capital
Seed, Series A and later rounds: term sheets, investment agreements, shareholders' agreements
Capital increases and investor entry into d.o.o. and d.d. companies
Convertible loans and other instruments that convert at a future round
Investor protections: liquidation preference, anti-dilution, consent rights, founder vesting
Holding company flips (e.g. to Delaware) and restructuring of the Croatian operating company
Management & employee incentives
ESOPs, phantom and virtual share plans adapted to Croatian company forms
Management packages on a sponsor's entry: equity, vesting, leaver provisions
Tax treatment, coordinated with tax advisers
Portfolio companies
Post investment governance: investor consents, reporting, shareholder meetings
Readiness for the next round or sale: corporate housekeeping and data rooms
Ongoing corporate and commercial support
