Merger control in Croatia is regulated by the Competition Act and two subordinate regulations:

• the Regulation on the method and criteria for defining the relevant market; and
• the Regulation on the method of notification and the criteria for assessing mergers.

The provisions of Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (the “EC Merger Regulation”) also apply directly.

The Croatian Competition Agency has adopted two guidelines:

• the Guidelines on the procedure for assessing the permissibility of mergers (2004); and
• the Guidelines on the procedure for assessing the permissibility of horizontal mergers (2005).

In its practice, the Agency regularly relies on guidelines issued by the European Commission – namely, the Guidelines on the assessment of horizontal mergers under the EC Merger Regulation and the Guidelines on the assessment of non-horizontal mergers under the same Regulation.

The Agency is required to apply the criteria derived from EU law, where appropriate, particularly in cases of legal gaps or uncertainties in the interpretation of the applicable rules.

Foreign Transactions

Foreign investments are unrestricted in principle, subject to sector-specific regulation and a foreign direct investment screening mechanism implemented pursuant to Regulation (EU) 2019/452.

Sector-Specific Regulations

Electronic communications

Operators with significant market power and operators granted a licence to use radio-frequency spectrum at the national level must notify the Croatian Regulatory Authority for Network Industries of any intention to merge, and of any intention to engage in any other form of joint or co-ordinated activity between operators, unless the particular transaction is notifiable to the Competition Agency pursuant to general merger control thresholds (the Electronic Communications Act).

If the transaction is notifiable to the Competition Agency, the Agency may in turn request an expert opinion from the Croatian Regulatory Authority for Network Industries.

Electronic media

General merger control thresholds apply, triggering the Croatian Competition Agency’s jurisdiction, which may in turn request an expert opinion from the Electronic Media Agency. However, electronic media service providers are required to notify the Electronic Media Agency within five days of any change in ownership, regardless of the conditions laid down in the competition law regulations, in order to assess the effects with a view to safeguarding media pluralism and diversity in electronic media (the Electronic Media Act).

Electronic media regulations also place limits on cross-media ownership. An ownership change in the electronic media sector is prohibited where it infringes media pluralism and diversity, particularly where:

• a national-level broadcaster holds more than 25% in another broadcaster at the same or lower level;
• a national-level broadcaster holds more than 10% in a publisher of daily newspapers with a circulation exceeding 3,000 copies, or simultaneously operates such a newspaper, and vice versa;
• a regional or local broadcaster holds more than 30% in another broadcaster operating in the same or a related coverage area; or
• a licensed broadcaster holds more than 10% in an advertising sales intermediary, and vice versa.

Printed media

Printed media publishers must notify the Croatian Competition Agency of any intent to merge with another media publisher (whether printed or not), regardless of turnover. However, legislative changes are currently underway to implement Regulation (EU) 2024/1083 (the European Media Freedom Act), which would:

• align media merger notification thresholds with those applicable to other sectors;
• require the Competition Agency to seek the Media Agency’s opinion in merger assessments; and
• introduce an obligation to notify ownership changes to the Media Agency in order to safeguard media pluralism and diversity.

Credit institutions

Any person intending to acquire, directly or indirectly, a qualified holding in a credit institution (ie, 10% or more of shares or voting rights) must obtain prior approval. Subsequent increases reaching or exceeding 20%, 30% or 50% likewise require prior approval. Under the EU Single Supervisory Mechanism, such approvals are granted by the European Central Bank, following a proposal by the Croatian National Bank.

Insurance companies

Any person intending to acquire, directly or indirectly, a qualified holding in an insurance undertaking (ie, to reach or exceed 20%, 30% or 50% of the shares or voting rights) or to acquire control must obtain prior approval from the Croatian Financial Services Supervisory Agency (HANFA).

Investment firms (capital markets)

Pursuant to the Croatian Capital Markets Act, any person intending to acquire, directly or indirectly, a qualified holding in an investment firm (ie, to reach or exceed 10%, 20%, 30% or 50% of the shares or voting rights) or to acquire control must obtain prior approval from HANFA.

Other

Where a concentration results in a change of licence holder or regulatory status, approval from the competent regulator may be required.

Co-operation between the Croatian Competition Agency and sector regulators is facilitated through co-operation agreements, ensuring co-ordination while preserving the separate competences of each authority.

Merger control is enforced by the Croatian Competition Agency, unless the transaction falls within the scope of the EU Merger Regulation. The Agency’s decisions may be appealed to the Croatian High Administrative Court. However, in certain sectors there may be a parallel or subsidiary jurisdiction of another regulatory authority, as outlined in 1.2 Legislation Relating to Particular Sectors.

If the thresholds set out in the Competition Act are met, notification is compulsory, without exception.

Failure to notify a concentration is classified as a minor infringement, punishable by fines of up to 1% of the infringing party’s group turnover. However, where a non-notified concentration is prohibited (in that it creates or strengthens a dominant position), its implementation constitutes a serious infringement and may result in fines of up to 10% of the group turnover. The Agency may also impose measures necessary to restore effective competition.

In practice, fines imposed by the Agency have generally been at the lower end of the statutory range. Decisions imposing fines are published publicly.

Only transactions that result in a lasting change of control fall under the merger control regime. A change of control may arise from:

• the merger of two or more previously independent undertakings or parts of undertakings; or
• the acquisition, by one or more undertakings, of direct or indirect control or decisive influence over the whole or parts of one or more other undertakings, by:
1. the acquisition of a majority shareholding;
2. the acquisition of a majority of voting rights; or
3. any other means provided for under the Croatian Companies Act.

The creation of a joint venture that performs all the functions of an autonomous economic entity on a lasting basis is also considered a concentration.

Intra-group restructurings do not constitute concentrations and are therefore not notifiable. Likewise, transactions involving the transfer of control to bankruptcy trustees or liquidators, as well as temporary acquisitions by financial institutions, investment funds or insurance companies for resale purposes within a period of 12 months (provided that voting rights are not exercised to influence the competitive conduct of the target), are excluded from notification requirements.

Operations not involving the transfer of shares or assets may be caught if they bring about a lasting change of control. For example, shareholders’ agreements may give rise to joint control where they provide for co-ordinated voting or grant one or more minority shareholder(s) decisive voting rights or veto rights over strategic decisions.

De facto acquisitions of control are also caught.

Control is understood as the ability to exercise decisive influence over an undertaking. It may be acquired through a majority shareholding or a majority of voting rights, or by other legal means, either on a contractual basis or on a de facto basis. De facto control may arise, inter alia, in situations involving family links, dispersed shareholdings or strong economic interests or dependencies among shareholders.

Control may also be exercised negatively, where a shareholder holds veto rights over strategic decisions relating to the undertaking’s business policy.

Control may take the form of sole or joint control. Joint control exists where two or more undertakings are able to exercise decisive influence over another undertaking.

Notification to the Croatian Competition Agency is required if the combined worldwide consolidated turnover of all undertakings concerned exceeds EUR132,722,808.41, provided that at least one undertaking concerned is established in or has a branch in Croatia, and if at least two undertakings each achieve a turnover in Croatia of no less than EUR13,272,280.84.

These jurisdictional thresholds apply uniformly across all sectors, with the exception of the printed media sector, where concentrations between publishers (provided that at least the acquirer is a printed media publisher) are subject to notification irrespective of turnover, although legislative amendments to remove this requirement are currently under consideration.

Jurisdictional thresholds are calculated on the basis of turnover generated in the financial year preceding the transaction. Turnover includes revenues from ordinary business activities and is calculated at group level, excluding extraordinary income, financial income (except for financial institutions), turnover-related taxes and intra-group sales.

Croatian law does not specify a mandatory exchange rate for turnover booked in foreign currencies. In line with EU practice and the Commission Consolidated Jurisdictional Notice, turnover should be converted into euros using the average exchange rate for the relevant financial year, based on audited annual accounts, without breaking figures down into shorter periods.

For the purposes of threshold calculation, the undertakings concerned depend on the structure of the transaction. In an acquisition of sole control, these are the acquirer and the target. In cases of joint control, all undertakings that will exercise joint control (both existing and new shareholders) are considered undertakings concerned, together with the joint venture if it already operates in the market.

Only the turnover of the business or assets being acquired is taken into account on the seller’s side; the seller’s remaining turnover is excluded. By contrast, the turnover of the acquirer is calculated on a group-wide basis, meaning that the turnover of all entities ultimately controlled by the same undertaking on the side of the acquirer is included.

Changes in the business during the reference period, such as other acquisitions, divestments or business closures, are reflected as recorded in the audited accounts for that financial year.

Croatian merger control requires that at least one undertaking concerned has a seat or branch in Croatia, and that at least two undertakings concerned generate a sufficient level of turnover in Croatia. These requirements ensure a link to the Croatian market, even where the target itself has no direct local presence. Transactions with no expected impact on the Croatian market are usually cleared quickly in Phase 1.

The market share is not taken into consideration for jurisdictional purposes under current legislation.       

Joint ventures are subject to merger control where they qualify as full-function joint ventures – ie, where they are autonomous in operational terms. This requires that the joint venture has its own management responsible for day-to-day operations and access to sufficient resources to carry out its business activities on a lasting basis. Where these conditions are not met, the joint venture does not constitute a concentration and is instead assessed under the rules on anti-competitive agreements.

The jurisdictional thresholds applicable to joint ventures are the same as those applicable to other types of concentrations. Merger control applies both to the creation of new joint ventures and to transactions resulting in the acquisition of joint control over an existing business, subject to specific rules on the identification of undertakings concerned for turnover calculation purposes.

In the case of newly created joint ventures, the undertakings concerned are the parent companies acquiring joint control. The same approach applies where a pre-existing subsidiary or business, previously under the sole control of one undertaking, is contributed to a newly formed joint venture. In such cases, the turnover of the contributed business is attributed to the parent undertaking and not treated separately. Conversely, if undertakings newly acquire joint control of a pre-existing undertaking or business, the undertakings concerned are each of the undertakings acquiring joint control and the pre-existing acquired undertaking or business.

Where joint control exists both before and after the transaction, all undertakings exercising joint control are considered undertakings concerned, together with the joint venture itself if it already generates turnover.

Croatian competition law does not provide for a general “call-in” power allowing the Competition Agency to review transactions that do not meet the jurisdictional thresholds. Concentrations falling below the statutory thresholds are therefore not subject to merger control at national level.

The implementation of a transaction must be suspended until clearance is received from the Croatian Competition Agency.

The implementation of a concentration prior to clearance is classified as a minor infringement, punishable by fines of up to 1% of the infringing party’s group turnover. In practice, fines imposed by the Agency have generally been at the lower end of the statutory range. Decisions imposing fines are published publicly.

There are no general exceptions to the standstill obligations, even for public bids. The Competition Act requires concentrations to be notified after the conclusion of the agreement or the announcement of a public bid, and prior to implementation. However, at the time a bid is announced, it is uncertain whether control will ultimately be acquired. In practice, the Agency has dismissed such notifications on the grounds that the parties were unable to demonstrate a genuine intention to conclude a transaction. In these situations, the practical approach is to refrain from exercising any control if the public bid results in the acquisition of control.

In exceptional and justified cases, the Agency may, at the request of the undertakings concerned, grant approval for the early implementation of specific measures relating to a notified concentration, following an assessment of the associated risks and potential adverse effects on competition and other market participants. Such authorisations are rarely sought in practice, as concentrations that raise no competition concerns are typically cleared swiftly in Phase 1 proceeding.

The Agency may permit closing before clearance in exceptional circumstances, as outlined in 2.14 Exceptions to Suspensive Effect. The legislation does not provide for the possibility to hold separate businesses or assets in Croatia and implement global closing.

There are no specific deadlines within which to notify a concentration. However, the parties must obey the standstill obligation until clearance.

A merger notification must be submitted after the conclusion of the agreement conferring control or decisive influence, and in any event prior to the implementation of the concentration. A notification may also be filed at an earlier stage, before the agreement is signed or the bid is announced, provided that the parties are able to demonstrate a bona fide intention to proceed with the transaction. Such intention may be substantiated by binding letters of intent or other binding documents evidencing the parties’ commitment to proceed with the transaction.

There are currently no filing fees.

Where a transaction results in the acquisition of control or decisive influence over another undertaking or parts thereof, the notification must be filed by the acquiring party. In all other cases, the undertakings concerned are required to submit a single joint notification. In transactions involving the acquisition of joint control or the establishment of a joint venture, the notification must be filed jointly by all shareholders (both existing and incoming) who will exercise joint control.

The content and format of the merger notification are governed by the Regulation on the Notification and Assessment of Concentrations. The notification must include detailed information on the transaction, such as:

• its economic and strategic rationale;
• the undertakings concerned and their group affiliations;
• turnover figures; and
• the relevant and affected markets, as well as any other markets that may be materially affected by the transaction.

In the case of joint ventures, information on potential co-ordination effects must also be provided. The notifying parties may also, on a voluntary basis, describe any efficiencies expected to result from the concentration.

A simplified notification form is available for transactions qualifying for the simplified procedure, which requires less extensive information. This procedure applies where there are no horizontal or vertical overlaps between the undertakings concerned, or where such overlaps exist but the combined market shares remain below 20% in horizontal relationships or below 30% in vertical relationships.

The notification must be signed by the notifying undertaking or its legal representative, and must be accompanied by:

• an original or certified copy of the final or most recent transaction documents;
• copies of the financial statements of the undertakings concerned for the financial year preceding the transaction; and
• extracts from the relevant commercial registers for the undertakings concerned.

Possible documents prepared by/for an officer or director discussing the competitive effect of the transaction must also be submitted. In addition, it is advisable to include organisational charts illustrating the group structure.

Documents drawn up in a foreign language must be translated into Croatian by a certified translator. The requirements for the authentication of documents issued by public authorities, such as the need for an apostille, depend on the applicable bilateral agreements between Croatia and the issuing state.

There are no specific penalties for submitting an incomplete notification as such; fines apply only where incorrect or false information is provided. However, until the filing is complete, the Agency will not confirm its completeness nor adopt a decision, meaning that the transaction cannot be implemented due to the standstill obligation. In addition, the Agency may reopen the proceedings if its decision was based on incomplete, inaccurate or misleading information.

The submission of incorrect or false information constitutes a minor infringement and may result in fines of up to 1% of the infringing party’s group turnover. In addition, the provision of incomplete or misleading information may give rise to the reopening of the administrative proceedings in accordance with the general rules applicable to such proceedings.

The review process consists of a Phase I and, where applicable, a Phase II investigation. Phase I lasts 30 days from the date on which the notification becomes complete, which is the date on which the notifying parties have submitted all information and documents requested by the Agency. The Agency subsequently issues a confirmation of completeness reflecting that date. If the Agency does not initiate Phase II proceedings within this 30-day period, the concentration is deemed cleared by operation of law.

Where an in-depth Phase II investigation is opened, the Agency must adopt a decision within three months. This deadline may be extended by a further three months where additional expert assessments or analyses are required, provided that the parties are informed before the original deadline expires. In addition, the Phase II deadline is suspended while the parties prepare and submit proposed remedies, for which a period of up to 30 days is available.

Accordingly, while most transactions are cleared within 30 days, the overall review period may be significantly longer in complex cases.

Pre-notification discussions with the Agency are not formally regulated and are not common in straightforward cases. However, the parties may request such discussions, and the Agency is generally receptive to engaging on a confidential basis, particularly in more complex transactions. In practice, pre-notification contacts are therefore useful in complex cases, but they are typically unnecessary for non-problematic concentrations.

Requests for information are a common feature of the review process, and their scope depends largely on the complexity of the transaction and the quality of the initial filing. In practice, it is usual for the notifying parties to receive at least one round of questions. The Agency seeks to manage the process efficiently and, as a matter of practice, aims not to allow more than one month to pass without either issuing requests for clarification or confirming that the notification is complete.

Requests for additional information do not formally suspend the statutory review periods; however, the review clock does not start running until the notification is complete. Accordingly, the time taken by the parties to respond to information requests effectively delays the commencement of Phase I. During Phase II, the review period may be suspended while remedies are being prepared and submitted.

The Croatian merger control regime provides for a simplified procedure based on a short-form notification, as described in 3.5 Information Included in a Filing. However, there is no fast-track or accelerated review in terms of statutory deadlines, as the Phase I review period of 30 days applies in all cases once the notification becomes complete.

While the simplified procedure reduces the scope and level of detail of the information required and typically facilitates an efficient Phase I clearance, it does not shorten the applicable review period. Clearance cannot otherwise be formally expedited, although non-problematic transactions are generally resolved smoothly within Phase I.

The Agency applies the “significant impediment to effective competition” (SIEC) test, in line with EU merger control standards. In its assessment, the Agency examines:

• the structure of the relevant markets;
• the market position and competitive strength of the undertakings concerned; and
• the likely effects of the transaction on competition and consumers.

Where competition concerns arise, the Agency may approve the concentration subject to remedies.

In the media sector, specific statutory rules also apply, as outlined in 1.2 Legislation Relating to Particular Sectors.

The Agency identifies affected markets by reference to the parties’ horizontal and vertical relationships and their respective market shares. Horizontal markets are considered to be affected where two or more parties operate on the same product market and the transaction results in a combined market share of 15% or more. Vertical markets are considered to be affected where one or more parties operate upstream or downstream of another party and hold individual or combined market shares of at least 25% at either level of the supply chain. In such cases, both the upstream and downstream markets are treated as being affected.

In addition, the Agency may examine other markets that may be significantly affected by the transaction, including markets where one party holds a market share exceeding 25% and another party is a potential competitor, holds significant intellectual property rights or operates on a closely related neighbouring market.

These thresholds effectively operate as de minimis safe harbours: where the parties’ overlaps fall below the specified market share levels, competitive concerns are generally considered unlikely and no affected market analysis is required.

The Agency regularly refers to EU competition law principles and case law, particularly decisions and guidance of the European Commission, including market definition practice. Croatian law requires the Agency to apply EU-derived criteria where appropriate, especially in cases of legal gaps or interpretative uncertainty.

That said, market definition and competitive effects are assessed on a case-by-case basis, taking into account the specific facts of each transaction.

In assessing concentrations, the Agency examines whether the transaction is likely to give rise to unilateral or co-ordinated effects, particularly through horizontal or vertical relationships between the undertakings concerned. This includes an assessment of market structure, market shares, barriers to entry and the elimination of potential competition.

In addition, the Agency is required to assess whether a concentration may have significant effects on other markets, including neighbouring or closely related markets. This encompasses situations involving potential competition, significant intellectual property rights or complementary products and services. As a result, conglomerate or portfolio effects are not excluded from the substantive assessment and may be examined where the statutory criteria for affected markets are met, in line with EU merger control principles.

In assessing a concentration, the Agency considers not only its potential anti-competitive effects but also any countervailing factors, including efficiencies claimed by the parties. Such efficiencies may include contributions to technical or economic progress, cost reductions, innovation or improvements in production or distribution, provided that they are substantiated, are likely to be passed on to consumers, and do not eliminate or significantly restrict competition. In line with EU merger control principles, efficiencies are taken into account as part of the overall competitive assessment, but they are rarely decisive on their own.

The merger control regime in Croatia is primarily concerned with the protection of competition. As a rule, the Agency’s assessment is limited to competition-related considerations, and the legislation does not expressly permit the balancing of merger effects against broader public interest objectives such as industrial policy, employment, environmental protection or national security. In practice, such non-competition issues are not taken into account as independent grounds for approving or prohibiting a concentration.

That said, certain factors with an economic dimension – such as the preservation of intellectual property, brands, technology or know-how – may be relevant insofar as they form part of the competitive assessment, particularly in the context of the failing firm defence, where one of the parties would otherwise exit the market absent the transaction.

In exceptional cases, recent practice shows that, within the competition analysis itself, the Agency may adopt a broader, context-sensitive approach in geographically constrained markets, taking into account the wider economic ecosystem and imposing investment-based commitments where high concentration risks cannot be adequately addressed through traditional remedies alone.

Foreign direct investment screening and foreign subsidy control are regulated separately from merger control. Croatia has implemented a foreign direct investment screening mechanism pursuant to Regulation (EU) 2019/452, which operates independently from the competition law review and focuses on security and public order considerations. Where applicable, transactions may therefore be subject to parallel FDI screening, in addition to merger notification. Rules on foreign subsidies are governed at EU level and are likewise separate from national merger control.

In the substantive review of joint ventures, the Agency pays particular attention to potential co-ordination effects between the parent companies. As a preliminary matter, the Agency assesses whether the joint venture qualifies as a full-function joint venture and therefore constitutes a concentration. Where a joint venture does not perform all the functions of an autonomous economic entity on a lasting basis, it does not qualify as a concentration and may instead be assessed under the rules on restrictive agreements.

Where a joint venture constitutes a concentration, the Agency nevertheless examines whether its creation may give rise to co-ordination or aligned conduct between the parent companies, particularly where the parents remain active on the same market as the joint venture, on upstream or downstream markets, or on closely related neighbouring markets. In such cases, the Agency assesses the economic significance of the joint venture, the market positions and market shares of the parent companies, and whether the transaction is likely to reduce their competitive independence. Where relevant, co-ordination effects are assessed in line with EU competition law principles.

The authorities have broad powers to prohibit or otherwise intervene in transactions that raise competition concerns. If the Agency finds that a concentration does not significantly impede effective competition, it will clear the transaction, either explicitly or by operation of law if no in-depth review is opened within the Phase I deadline.

Where the Agency considers that a concentration may significantly affect competition, in particular by creating or strengthening a dominant position, it may open an in-depth investigation and ultimately prohibit the transaction or approve it subject to conditions (behavioural or structural remedies).

In addition, the Agency may revoke a clearance decision or impose restorative measures and fines where a concentration was implemented without mandatory notification or in breach of a prohibition decision, including ordering divestments or the unwinding of the transaction in order to restore effective competition.

Where the Agency identifies competition concerns, the parties are given the opportunity to propose remedies, typically in the context of a Phase II investigation. Remedies may be proposed by the parties and, if deemed sufficient, may be accepted in whole or in part by the Agency; failing that, the Agency may impose its own measures.

Both structural (divestiture) and behavioural remedies may be used, either individually or in combination, depending on the nature of the competition concerns. In practice, structural remedies are generally preferred. Where divestiture is required, the purchaser must be capable of maintaining effective competition, and must be independent of the parties to the concentration.

Remedies are designed to address competition concerns identified in the Agency’s market analysis. They are not used to address non-competition or public interest considerations, which fall outside the scope of merger control.

There is no formally codified legal test setting out a detailed standard that remedies must meet. However, remedies must be sufficient to eliminate the competition concerns identified by the Agency. The Agency assesses remedies on a case-by-case basis, in line with EU merger control principles, focusing on whether the proposed measures are viable, enforceable and timely.

Discussions on remedies typically take place after the Agency has identified competition concerns and initiated a Phase II investigation. Once the Agency informs the parties that the concentration may only be cleared subject to conditions, the parties are invited to propose appropriate remedies within a specified period, which is generally up to 30 days. Remedies may also be offered earlier, including at the notification stage.

While remedies are usually proposed by the parties, the Agency is not limited to accepting those proposals. If the proposed remedies are considered insufficient, the Agency may impose its own remedies, including measures not agreed by the parties, provided such measures are necessary to eliminate the identified competition concerns.

Procedurally, the remedy phase involves the Agency’s communication of its preliminary concerns, the submission and assessment of proposed remedies, and the adoption of a final decision either approving the concentration subject to conditions or prohibiting it if adequate remedies cannot be identified.

A concentration cleared subject to conditions may be implemented immediately upon receipt of the conditional clearance decision. Remedies are subject to specified deadlines and monitoring obligations. Failure to comply with the imposed measures may result in the revocation or amendment of the clearance decision, the imposition of restorative measures, including unwinding the transaction, and fines.

A formal decision permitting (with or without conditions) or prohibiting a transaction is issued to the parties in all cases where the Agency opens an in-depth (Phase II) review. In Phase I cases, the Agency issues a confirmation notice to the parties.

Decisions and confirmation notices are published on the Agency’s website, and decisions are also published in the Croatian Official Gazette. Confidential information and business secrets indicated by the parties are redacted.

The Croatian Competition Agency has not prohibited any notified transactions in recent years, nor has it conditionally approved any purely foreign-to-foreign transactions, according to the publicly available data. However, it has approved several concentrations subject to conditions in cases involving foreign investors and transactions producing effects on the Croatian market.

In 2025, the Agency conditionally approved a concentration involving the acquisition of control over hotel operators active on the island of Hvar by a company ultimately controlled by an undertaking from the United Arab Emirates. The Agency identified concerns related to a high level of concentration in the local hotel market and the potential long-term effects on competition and sustainable development. The clearance was therefore made conditional upon investment and other behavioural commitments aimed at mitigating these risks.

In 2022, the Agency conditionally approved the acquisition of control over a Croatian undertaking operating as the national distributor and importer of vehicles of a major European car manufacturer by foreign investors. In that case, the Agency imposed behavioural remedies designed to safeguard effective competition on the Croatian market.

Restrictions that are directly related and necessary for the implementation of a concentration (ancillary restraints) are automatically covered by the Agency’s clearance decision and do not require separate notification or approval. It is for the parties themselves to assess whether specific restraints meet these criteria.

Restraints that go beyond what is directly related and necessary to the concentration are not covered by the clearance decision and may be assessed separately under the rules governing restrictive agreements.

Upon receipt of a complete notification, the Agency publishes a public notice inviting interested persons to submit written comments and opinions on the notified concentration. This mechanism enables customers, competitors, suppliers, industry associations, consumer organisations and other stakeholders with relevant market knowledge to raise concerns and provide information on the potential effects of the transaction.

In addition, where the Agency intends to accept proposed remedies, it publishes a summary of the case and the content of the proposed measures, and invites interested parties to submit written observations within a statutory deadline.

In addition to public consultation, the Agency sometimes contacts third parties directly as part of its review, particularly in more complex cases. Such contact usually takes the form of written requests for information or structured questionnaires addressed to customers, suppliers, competitors and other relevant market participants.

The Agency also invites third parties to comment on proposed remedies through a public consultation process. This serves a function comparable to market testing, allowing the Agency to assess the effectiveness and adequacy of the remedies before adopting its final decision.

The fact of the notification and a brief description of the transaction are made public once the Agency has received a complete notification. At that stage, the Agency publishes a public call on its website containing basic information on the parties’ activities and the markets potentially affected by the concentration.

Business secrets pointed out by the parties are redacted to ensure the confidentiality of commercially sensitive information.

The Agency co-operates with the European Commission and other EU competition authorities within the European Competition Network (ECN), as well as internationally through the International Competition Network (ICN). The sharing of business secrets with other jurisdictions is generally not possible without the parties’ consent. Parties may grant waivers permitting such exchanges, but there are no adverse legal consequences if they decline to do so.

Decisions of the Agency are subject to judicial review before the Croatian High Administrative Court. An action must be brought within 30 days of service of the decision.

All proceedings before the High Administrative Court of the Republic of Croatia initiated under the Competition Act are urgent proceedings. However, no concrete practice vis-à-vis the timeline can be cited, as there have been no decisions prohibiting concentrations in Croatia for many years.

According to the Croatian Act on Administrative Disputes, standing to challenge the decision is not limited to the notifying parties, but extends to any person or undertaking that can demonstrate that the decision has adversely affected its legal interests, which may include competitors or other market participants active on markets potentially affected by the concentration. However, there is no known case law demonstrating that this has been successfully applied in practice.

As discussed in 4.6 Non-Competition Issues, Croatia has an FDI screening regime implemented pursuant to Regulation (EU) 2019/452, which operates independently from merger control and may require a separate filing based on security and public order considerations. Where applicable, a transaction may therefore be subject to parallel FDI screening as well as merger notification.

In addition, foreign subsidies are regulated at EU level under a separate legal framework and are not part of national merger control. Where the relevant thresholds are met, separate notification obligations before the European Commission may arise.