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2025-01-01

Capital Markets Act (Official Gazette, Nos. 65/18, 17/20, 83/21, 151/22, 85/24 and 126/25) – Unofficial Consolidated Text

The Croatian Financial Services Supervisory Agency (HANFA) issued this consolidated Capital Markets Act to transpose and ensure the application of key European Union Directives and Regulations governing investment firms, regulated markets, securities issuance, custody, clearing, settlement, and market abuse. The legislation establishes comprehensive authorization requirements for investment companies, market operators, and data reporting service providers while mandating strict information disclosure obligations for issuers of listed securities. Furthermore, it defines HANFA's supervisory powers, prudential oversight tools, and binding alignment procedures with European supervisory authorities to ensure regulatory consistency and operational resilience across the financial sector.

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Croatian Financial Services Supervisory Agency, 10000 Zagreb, Franje Račkoga 6, P.O. Box 164, Croatia t: 01 6173 200, f: 01 4811 507, e: info@hanfa.hr, OIB: 49376181407, MB: 02016419, w: www.hanfa.hr

CAPITAL MARKETS ACT (Official Gazette Nos. 65/18, 17/20, 83/21, 151/22, 85/24 and 126/25) (unofficial consolidated text)

PART ONE GENERAL PROVISIONS

Article 1. This Act regulates:

  1. authorization for operation and business of an investment company and other persons authorized to provide investment services, and the initial capital of an investment company
  2. authorization for operation and business of a market operator and a regulated market
  3. authorization for operation and business of a data reporting service provider
  4. conditions for the public offer of securities and admission of securities to trading on a regulated market
  5. obligations regarding the disclosure of information by issuers whose securities are admitted to trading on a regulated market
  6. prohibition of market abuse
  7. custody of financial instruments, as well as clearing and settlement of transactions in financial instruments
  8. cooperation of competent authorities, and
  9. powers, obligations and procedures of the Croatian Financial Services Supervisory Agency in implementing this Act, including, inter alia, supervisory powers and tools for the prudential supervision of investment companies and disclosure in the area of prudential regulation and supervision of investment companies.

Transposition of European Union Legislation Article 2. (OG 126/25) (1) This Act transposes the following European Union acts into Croatian legislation:

  1. Council Directive 89/117/EEC of 13 February 1989 on the obligations regarding publication of annual accounts by branches established within a Member State of credit and financial institutions having their head offices outside that Member State (OJ L 44, 16.2.1989)

  2. Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on investor-compensation schemes (OJ L 84, 26.3.1997) (hereinafter: Directive 97/9/EC)

  3. Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems (OJ L 166, 11.6.1998), as last amended by Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories, amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 (Text with EEA relevance) (OJ L 257, 28.8.2014.) (hereinafter: Directive 98/26/EC)

  4. Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to stock exchange listing and on information to be published on those securities (OJ L 184, 6.7.2001) (hereinafter: Directive 2001/34/EC)

  5. Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004), as last amended by Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 2023 on amending certain Directives as regards the establishment and functioning of a single European access point (Text with EEA relevance) (OJ L 2023/2864, 20.12.2023.) (hereinafter: Directive 2004/109/EC)

  6. Commission Directive 2007/14/EC of 8 March 2007 laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (OJ L 69, 9.3.2007), as last amended by Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013 amending Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, Directive 2003/71/EC of the European Parliament and of the Council on a prospectus to be published when securities are offered to the public or admitted to trading and Commission Directive 2007/14/EC laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC (Text with EEA relevance) (OJ L 294, 6.11.2013.)

  7. Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (Text with EEA relevance) (OJ L 176, 27.6.2013.) (hereinafter: Directive 2013/36/EU)

  8. Directive 2014/51/EU of the European Parliament and of the Council of 16 April 2014 amending Directives 2003/71/EC and 2009/138/EZ and Regulations (EC) No 1060/2009, (EU) No 1094/2010 and (EU) No 1095/2010 as regards the powers of the European Supervisory Authority (European Insurance and Occupational Pensions Authority) and the European Supervisory Authority (European Securities and Markets Authority) (OJ L 153, 22.5.2014.)

  9. Directive 2014/57/EU of the European Parliament and of the Council of 16 April 2014 on criminal sanctions for market abuse (Market Abuse Directive) (OJ L 173, 12.6.2014.)

  10. Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms, amending Council Directive 82/891/EEC and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU and Regulations (EU) No 1093/2010 and (EU) No 648/2012 of the European Parliament and of the Council (Text with EEA relevance) (OJ L 173, 12.6.2014.)

  11. Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EZ and Directive 2011/61/EU (recast) (Text with EEA relevance) (OJ L 173, 12.6.2014.) as last amended by Regulation (EU) 2022/858 of the European Parliament and of the Council of 30 May 2022 on a pilot regime for distributed ledger technology-based market infrastructures and amending Regulations (EU) No 600/2014 and (EU) No 909/2014 and Directive 2014/65/EU (Text with EEA relevance) (OJ L 151, 2.6.2022.) which was last amended by Directive (EU) 2024/790 of the European Parliament and of the Council of 28 February 2024 amending Directive 2014/65/EU on markets in financial instruments (Text with EEA relevance) (OJ L 2024/790, 8.3.2024.) (hereinafter: Directive 2014/65/EU)

  12. Directive (EU) 2016/1034 of the European Parliament and of the Council of 23 June 2016 amending Directive 2014/65/EU on markets in financial instruments (Text with EEA relevance) (OJ L 175, 30.6.2016.)

  13. Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards on safeguarding financial instruments and funds belonging to clients, requirements governing the issue or receipt of commissions, fees or non-monetary benefits (Text with EEA relevance) (OJ L 87, 31.3.2017.)

  14. Directive (EU) 2019/878 of the European Parliament and of the Council of 20 May 2019 amending Directive 2013/36/EU as regards exempted entities, financial holding companies, mixed financial holding companies, remuneration, supervisory measures and powers and capital conservation measures (Text with EEA relevance) (OJ L 150, 7.6.2019.)

  15. Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on prudential supervision of investment firms and amending Directives 2002/87/EZ, 2009/65/EZ, 2011/61/EU, 2013/36/EU, 2014/59/EU and 2014/65/EU (Text with EEA relevance) (OJ L 314, 5.12.2019.) as last amended by Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 2023 on amending certain Directives as regards the establishment and functioning of a single European access point (Text with EEA relevance) (OJ L, 2023/2864, 20.12.2023.) (hereinafter: Directive (EU) 2019/2034)

  16. Directive (EU) 2019/2177 of the European Parliament and of the Council of 18 December 2019 amending Directive 2009/138/EZ on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II), Directive 2014/65/EU on markets in financial instruments and Directive (EU) 2015/849 on the prevention of the use of the financial system for the purpose of money laundering or terrorist financing (Text with EEA relevance) (OJ L 334, 27.12.2019.)

  17. Directive (EU) 2020/1504 of the European Parliament and of the Council of 7 October 2020 amending Directive 2014/65/EU on markets in financial instruments (Text with EEA relevance) (OJ L 347, 20.10.2020.)

  18. Directive (EU) 2021/338 of the European Parliament and of the Council of 16 February 2021 amending Directive 2014/65/EU as regards information requirements, product governance and position limits, and Directives 2013/36/EU and (EU) 2019/878 as regards their application to investment firms, in support of recovery from the COVID-19 disease crisis (Text with EEA relevance) (OJ L 68, 26.2.2021.)

  19. Directive (EU) 2022/2556 of the European Parliament and of the Council of 14 December 2022 amending Directives 2009/65/EZ, 2009/138/EZ, 2011/61/EU, 2013/36/EU, 2014/59/EU, 2014/65/EU, (EU) 2015/2366 and (EU) 2016/2341 as regards digital operational resilience for the financial sector (Text with EEA relevance) (OJ L 333, 27.12.2022.)

  20. Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 2023 on amending certain Directives as regards the establishment and functioning of a single European access point (Text with EEA relevance) (OJ L 2023/2864, 20.12.2023.)

  21. Directive (EU) 2017/2399 of the European Parliament and of the Council of 12 December 2017 amending Directive 2014/59/EU as regards the ranking of unsecured debt instruments in insolvency hierarchy (OJ L 345, 27.12.2017.)

  22. Directive (EU) 2019/879 of the European Parliament and of the Council of 20 May 2019 amending Directive 2014/59/EU as regards loss-absorbing and recapitalisation capacity of credit institutions and investment firms, and Directive 98/26/EZ (OJ L 150, 7.6.2019.)

  23. Directive (EU) 2025/794 of the European Parliament and of the Council of 14 April 2025 amending Directives (EU) 2022/2464 and (EU) 2024/1760 as regards the dates from which Member States must apply certain corporate sustainability reporting requirements and deep analysis for sustainable business (Text with EEA relevance) (OJ L 2025/794, 16.4.2025.).

(2) This Act ensures the implementation of the following European Union acts:

  1. Commission Regulation (EC) No 1287/2006 of 10 August 2006 on the implementation of Directive 2004/39/EZ of the European Parliament and of the Council with regard to record-keeping obligations for investment firms, transaction reporting, market transparency, admission of financial instruments to trading and certain definitions for the purposes of the said Directive (Text with EEA relevance) (OJ L 241, 2.9.2006.)

  2. Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories (Text with EEA relevance) (OJ L 201, 27.7.2012.) (hereinafter: Regulation (EU) No 648/2012)

  3. Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (Text with EEA relevance) (OJ L 176, 27.6.2013.) (hereinafter: Regulation (EU) No 575/2013)

  4. Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EZ of the European Parliament and of the Council and Commission Directives 2003/124/EZ, 2003/125/EZ and 2004/72/EZ (Text with EEA relevance) (OJ L 173, 12.6.2014.) as last amended by Regulation (EU) 2023/2869 of the European Parliament and of the Council of 13 December 2023 on amending certain Regulations as regards the establishment and functioning of a single European access point (Text with EEA relevance) (OJ L 2023/2869, 20.12.2023.) (hereinafter: Regulation (EU) No 596/2014)

  5. Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (Text with EEA relevance) (OJ L 173, 12.6.2014.) as last amended by Regulation (EU) 2024/791 of the European Parliament and of the Council of 28 February 2024 amending Regulation (EU) No 600/2014 as regards improving data transparency, removing obstacles to the introduction of consolidated tape, optimising trading obligations and banning payments for order flow (Text with EEA relevance) (OJ L 2024/791, 8.3.2024.) as last amended by Regulation (EU) 2023/2869 of the European Parliament and of the Council of 13 December 2023 on amending certain Regulations as regards the establishment and functioning of a single European access point (Text with EEA relevance) (OJ L 2023/2869, 20.12.2023.) (hereinafter: Regulation (EU) No 600/2014)

  6. Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EZ and 2014/65/EU and Regulation (EU) No 236/2012 as last amended by Regulation (EU) 2023/2845 of the European Parliament and of the Council of 13 December 2023 amending Regulation (EU) No 909/2014 as regards settlement discipline, cross-border provision of services, cooperation in the field of supervision, provision of bank-type ancillary services and requirements for central securities depositories from third countries, and amending Regulation (EU) No 236/2012 (Text with EEA relevance) (OJ L 2023/2845, 27.12.2023.) (hereinafter: Regulation (EU) No 909/2014)

  7. Regulation (EU) 2016/1033 of the European Parliament and of the Council of 23 June 2016 amending Regulation (EU) No 600/2014 on markets in financial instruments, Regulation (EU) No 596/2014 on market abuse and Regulation (EU) No 909/2014 on improving securities settlement in the European Union and on central securities depositories (Text with EEA relevance) (OJ L 175, 30.6.2016.)

  8. Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EZ (Text with EEA relevance) (OJ L 168, 30.6.2017.) as last amended by Regulation (EU) 2023/2869 of the European Parliament and of the Council of 13 December 2023 on amending certain Regulations as regards the establishment and functioning of a single European access point (Text with EEA relevance) (OJ L 2023/2869, 20.12 .2023.) (hereinafter: Regulation (EU) 2017/1129)

  9. Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014 (Text with EEA relevance) (OJ L 314, 5.12.2019.) as last amended by Regulation (EU) 2023/2869 of the European Parliament and of the Council of 13 December 2023 on amending certain Regulations as regards the establishment and functioning of a single European access point (Text with EEA relevance) (OJ L 2023/2869, 20.12.2023.) (hereinafter: Regulation (EU) 2019/2033)

  10. Regulation (EU) 2022/858 of the European Parliament and of the Council of 30 May 2022 on a pilot regime for distributed ledger technology-based market infrastructures and amending Regulations (EU) No 600/2014 and (EU) No 909/2014 and Directive 2014/65/EU (Text with EEA relevance) (OJ L 151, 2.6.2022.) (hereinafter: Regulation (EU) 2022/858).

(3) The Croatian Financial Services Supervisory Agency is competent and responsible for the implementation and supervision of the application of this Act and the EU Regulations set out in paragraph 2 of this Article, and is the contact body for European supervisory authorities within the meaning of this Act and Regulation (EU) No 600/2014. When this Act provides for the power of the Croatian Financial Services Supervisory Agency to adopt by-laws, such by-laws shall be adopted by the Management Board of the Croatian Financial Services Supervisory Agency. (4) Guidelines issued by European supervisory authorities in accordance with their powers are binding on the Agency and on persons whose obligations are defined by the provisions of this Act and relevant regulations, to the extent determined by the Agency's statement in point 1 of this paragraph, provided that the following conditions are met:

  1. that, in accordance with the procedure prescribed by the regulations establishing European supervisory authorities, the Agency has stated that it commits to fully or partially comply with certain guidelines or intends to align itself with certain guidelines by a specified deadline, and
  2. that the Agency has published a notice on its website regarding the statement in point 1 of this paragraph, whereby the entry into force and application date are determined by individual guidelines, unless the Agency has stated its intention to align with certain guidelines by a specified deadline, in which case the entry into force and application date are determined by the statement in point 1 of this paragraph. (5) The Agency publishes links to the texts of guidelines on its website, which the Agency and/or supervised entities will fully or partially comply with or align themselves with by a specified deadline, together with notices containing the following information regarding individual guidelines:
  3. which supervised entities the guideline applies to
  4. whether the guideline applies fully or partially, and
  5. the date of entry into force and application of the guideline, with defined transitional periods, if applicable. (6) Supervised entities and persons to whom the guidelines set out in paragraph 4 of this Article apply are obliged to take all necessary actions to align with such guidelines, within the scope and timeframes determined in the Agency's notice set out in paragraph 4, point 2 of this Article. (7) The Croatian Financial Services Supervisory Agency informs the European Commission, ESMA, competent authorities of Member States and, where applicable, EBA, regarding the tasks and responsibilities assigned to it by this Act.

Definitions Article 3. (OG 126/25) Pertain terms used in this Act have the following meanings:

  1. Agency means the Croatian Financial Services Supervisory Agency, whose competences and scope of work are prescribed by the Act on the Croatian Financial Services Supervisory Agency (Official Gazette, Nos. 140/05, 154/11 and 12/12) and this Act
  2. algorithmic trading means trading in financial instruments whereby a computer algorithm automatically determines individual order parameters, such as the decision to initiate an order process, the timing of placing the order, price or quantity, or the manner of managing the order after it is placed, with limited human intervention or without it. Algorithmic trading does not include systems used solely for routing orders to one or more trading venues, processing orders without determining trading parameters, confirming orders, or processing executed transactions after trading
  3. without delay or immediately or without postponement means performing an act or business no later than the next working day
  4. certificates are certificates as defined in Article 2(1)(27) of Regulation (EU) No 600/2014
  5. CSD of a third country means a CSD of a third country as defined in Article 2(1)(2) of Regulation (EU) No 909/2014
  6. clearing system member means a member of a clearing system managed by a central counterparty as defined in Article 2(1)(14) of Regulation (EU) No 648/2012
  7. undertakings under common control are undertakings that are not affiliated as set out in points 25 and 129 of this Article, but are linked in one of the following ways: a) undertakings are equal and under common control, in accordance with concluded agreements or statutory provisions b) the majority of management board or supervisory board members of those undertakings are the same persons
  8. subsidiary
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