Law on Voluntary Pension Funds – Unofficial Consolidated Text (NN, Nos. 19/14, 29/18, 115/18, 156/23 and 52/25)

Croatian Financial Services Supervisory Agency (HANFA), 10000 Zagreb, Franje Račkoga 6, P.O. Box 164, Croatia t: 01 6173 200, f: 01 4811 507, e: info@hanfa.hr, OIB (Tax ID): 49376181407, MB (Registration Code): 02016419, w: www.hanfa.hr LAW ON VOLUNTARY PENSION FUNDS (Official Gazette Nos. 19/14, 29/18, 115/18, 156/23 and 52/25 – Unofficial Consolidated Text)
PART ONE
General Provisions
Article 1.
This Law prescribes the conditions for establishing and operating voluntary pension funds within voluntary pension insurance based on individual capitalised savings, the establishment and operation of pension companies managing voluntary pension funds, cross-border provision of services, delegation of tasks to third parties, and supervision over the work and operations of voluntary pension funds, pension companies managing voluntary pension funds, and depositaries of voluntary pension funds. Transfer of European Union Legislation
Article 2. (NN 52/25)
This Law transposes the following European Union Directives into Croatian legislation:
– Council Directive 88/361/EEC of 24 June 1988 for the implementation of Article 67 of the Treaty (OJ L 178, 8. 7. 1988) – Directive 98/49/EC of 29 June 1998 on the protection of supplementary pension rights for employed and self-employed persons moving within the Community (OJ L 209, 25. 7. 1998) – Directive 2006/54/EC of the European Parliament and of the Council of 5 July 2006 on the implementation of the principle of equal opportunities and equal treatment of men and women in matters of employment and occupation (recast) (OJ L 204, 26. 7. 2006) – Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (recast) (OJ L 335, 17. 12. 2009) – Directive 2010/41/EU of the European Parliament and of the Council of 7 July 2010 on the application of the principle of equal treatment between men and women who are self-employed and repealing Council Directive 86/613/EEC (OJ L 180, 15. 7. 2010) – Directive 2014/50/EU of the European Parliament and of the Council of 16 April 2014 on minimum requirements for enhancing worker mobility between Member States by improving the acquisition and preservation of supplementary pension rights (OJ L 128, 30. 4. 2014) – Directive (EU) 2016/2341 of the European Parliament and of the Council of 14 December 2016 on the activities and supervision of institutions for occupational retirement provision (OJ L 354, 23. 12. 2016) as last amended by Directive (EU) 2022/2556 of the European Parliament and of the Council of 14 December 2022 amending Directives 2009/65/EC, 2009/138/EU, 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 (OJ L 333, 27. 12. 2022). Meaning of Certain Terms
Article 3. (NN 52/25)
Certain terms used in this Law have the following meanings:

1. pension company is a legal entity with its registered office in the Republic of Croatia, operating separately from the sponsor and, based on the Agency's approval, carrying out the activity of managing a voluntary pension fund;
2. institution for occupational retirement provision is a pension company and/or a closed fund, to the extent and insofar as it operates or was established for the purpose of providing pensions in the context of an occupational activity based on an agreement or contract concluded:
   a) individually or collectively between one or more employers and one or more employees or their representatives, or b) individually or collectively with self-employed persons, in accordance with the law of the home Member State and the host Member State;
3. voluntary pension fund is separate property without legal personality, established and managed by a pension company, a company managing mandatory pension funds, or a company managing UCITS funds, in its own name and for the common account of fund members, with rights and obligations governed by a pension scheme in accordance with this Law (hereinafter: fund). A fund may be open or closed;
4. open fund is a voluntary pension fund into which, under the conditions provided by this Law, all natural persons may join;
5. closed fund is a voluntary pension fund into which, under the conditions provided by this Law, natural persons who are employed by an employer or are members of trade unions, self-employed associations, or self-employed persons may join;
6. transferring company, for the purposes of Articles 14.a to 14.e of this Law, is an institution for occupational insurance that transfers in whole or in part the obligations and rights of a pension scheme, technical provisions, as well as the corresponding assets or their cash equivalent to an institution for occupational insurance registered or authorised in another Member State;
7. receiving company, for the purposes of Articles 14.a to 14.e of this Law, is an institution for occupational insurance that receives in whole or in part the obligations and rights of a pension scheme, technical provisions, as well as the corresponding assets or their cash equivalent from an institution for occupational insurance registered or authorised in another Member State;
8. closed pension fund with defined benefits means a closed fund that covers biometric risks or guarantees an investment result or a certain level of pension, if the establishment of such fund type is permitted by the laws of the host Member State;
9. mandatory pension fund is a fund established under the law governing the establishment and operation of mandatory pension funds within mandatory pension insurance based on individual capitalised savings;
10. member of a pension company is a shareholder or holder of a business share in the pension company;
11. fund member is a person who has joined the fund based on a concluded membership agreement with the pension company and is entered in the register of fund members, thereby acquiring or to acquire the right to a pension, in accordance with the provisions of this Law and other laws;
12. potential fund member is a person who meets the conditions for concluding a membership agreement with the fund;
13. self-employed person is a person carrying out an independent activity, such as a craft or trade and equivalent activities, liberal professions, farmers, and others, or a person who employs themselves in accordance with the relevant provisions of another Member State;
14. pension company from another Member State means an institution, regardless of legal form, which holds the approval of the competent supervisory authority of that Member State and operates based on collecting contributions from members, independent of the sponsor;
15. home Member State is the Member State in which the pension company has its registered office, or if it does not have a registered office, the Member State in which the pension company carries out its main activity;
16. host Member State is a Member State other than the home Member State whose employment and social legislation, insofar as it relates to the pension scheme, applies to the relationship between the sponsor and members of a closed fund;
17. Member State is a European Union Member State or a Contracting Party to the Agreement on the European Economic Area;
18. third country is a state that is not an EU Member State or a Contracting Party to the EEA Agreement;
19. closed fund in another Member State is a closed fund established for the needs of sponsors from that Member State;
20. posted worker is a person assigned to work in another Member State, to whom Croatian pension insurance legislation continues to apply during work in the relevant state;
21. departing worker is a member of a closed fund whose employment relationship has ended due to moving to work in another Member State, and who has not yet met the conditions for acquiring pension rights under this Law;
22. deferred pension beneficiary is a member of a closed pension fund whose employment relationship has ended due to moving to work in another Member State, who has met the conditions for acquiring pension rights under this Law but does not yet receive a pension;
23. right to a pension in deferred state is an acquired right to a pension by meeting the conditions for acquiring pension rights under this Law by a deferred pension beneficiary;
24. pension is a periodic cash payment made by a pension insurance company or fund to a person who has acquired the right to it after fulfilling the conditions prescribed by this Law, where payment may be lifelong or temporary, under conditions determined by this Law;
25. pension beneficiary is a person receiving a pension in accordance with this Law;
26. personal account is an account maintained by a pension company, opened in the name of a fund member for a selected fund, on which contributed funds and all changes to the personal assets of the fund member during individual capitalised savings are recorded;
27. account transfer means the transfer of funds from a fund member's personal account from one fund to another;
28. exit fee means a fee in the context of a member's transfer from one fund to another;
29. sponsor is a legal or natural person, including trade unions, self-employed associations, and other entities, who participates in the establishment of a closed fund as an employer or self-employed person or in another appropriate manner and pays contributions to the closed fund on behalf of and for the account of fund members;
30. pension scheme represents the totality of rights and obligations, based on rules, regulations, agreements, contracts or declarations, that constitute the fund or govern the right to a pension within voluntary pension insurance based on individual capitalised savings and membership in a pension fund;
31. biometric risks are risks related to death, disability or long life expectancy;
32. qualifying holding is any direct or indirect share in a pension company representing 10% or more of the share capital or voting rights, or a smaller share that enables significant influence over the management of the pension company. When calculating the percentage of voting rights, the provisions of the law governing capital markets apply accordingly;
33. close link means a link between two or more natural or legal persons or entities in one of the following ways:
    a) by way of participation; b) by way of control;
34. participation means that a person participates in another legal entity if:
    a) it has direct or indirect investments entitling it to participate with 20% or more of the share capital or voting rights in that legal entity, or b) it holds a share in the share capital or voting rights of that legal entity of less than 20%, acquired with the intention to, based on a lasting link with that legal entity, enable influence over its operations;
35. control means a relationship between a parent company and a subsidiary or a similar relationship between any natural or legal person and an entity.
    For the purposes of this point:
    a) a subsidiary of a subsidiary is also considered a subsidiary of the parent company at the head of those entities; b) a situation where two or more legal or natural persons are permanently linked to the same person by way of control is considered a close link between those persons;
36. related person in relation to a specific legal or natural person under this Law is:
    a) any natural person(s) who may, directly or indirectly, influence the decisions of another entity; b) any member of the management body, supervisory board or other decision-making or supervisory organ of another entity; c) in relation to each of the above persons, a spouse, de facto partner, life partner or relative up to and including the second degree in the direct line. The concept of link means the link between the first and second subject, then the link between the second and third subject, and the link between the third and fourth subject. The link of the fourth subject with any further subject is not considered a related person to the first subject. For the purposes of this Law, closely linked persons, relevant persons and persons related by kinship to relevant persons are also considered related persons;
37. beneficial owner over a legal entity is the actual owner of the party in accordance with the law governing the prevention of money laundering and financing of terrorism;
38. collaborator of a qualifying holding acquirer in a pension company is:
    a) any natural person who is a member of the management or supervisory board in a legal entity where the intended acquirer of a qualifying holding is a member of the management or supervisory board or beneficial owner; b) any natural person who is a beneficial owner of a legal entity where the intended acquirer of a qualifying holding is a member of the management or supervisory board; c) any natural person who has joint beneficial ownership with the intended acquirer of a qualifying holding in a legal entity;
39. collaborator of a candidate for the function of management member in a pension company is:
    a) any natural person who is a member of the management or supervisory board in a legal entity where the applicant for the function of management member is a member of the management or supervisory board or beneficial owner; b) any natural person who is a beneficial owner of a legal entity where the applicant for the function of management member is a member of the management or supervisory board; c) any natural person who has joint beneficial ownership with the applicant for the function of management member in a legal entity;
40. relevant person in relation to a pension company is:
    a) a natural person in a senior position in the pension company or a person who is a member of the pension company, supervisory board, proxy holder of the pension company or holder of a key function in the pension company; b) an employee of the pension company or an employee of a legal entity to which the management company has delegated its tasks, who is involved in the activity carried out by the pension company; c) any other natural person whose services are made available and fall within the competence of the pension company, who is involved in the activity carried out by the pension company;
41. person related by kinship to a relevant person is:
    a) the spouse of the relevant person or any person considered equivalent to a spouse under national law; b) a dependent child or nephew/niece of the relevant person; c) any other relative of the relevant person who, on the date of the relevant personal transaction, has lived in a common household with the relevant person for at least one year;
42. transferable securities are those types of securities that are negotiable on the capital market, such as:
    a) shares or other securities of equivalent meaning representing an equity share or membership rights in an entity, as well as depositary receipts for shares; b) bonds and other types of securitised debt, including depositary receipts for securities; c) all other securities that entitle to acquire or sell such transferable securities or on the basis of which cash payments can be made, determined based on transferable securities, currencies, interest rates or yields, commodities, indices or other measurable variables. Payment instruments are not considered transferable securities for the purposes of this point;
43. money market instruments are financial instruments, excluding payment instruments, which are commonly traded on the money market, such as treasury bills, bank notes and commercial paper, certificates of deposit, bank acceptances, which are liquid and whose value can be precisely determined at any time;
44. depositary is a credit institution or a branch of a credit institution to which the duties prescribed by Article 247 of this Law are entrusted;
45. auditor is an audit firm defined by regulations governing auditing;
46. UCITS fund (Undertakings for Collective Investment in Transferable Securities) is an investment fund defined by the law governing the establishment and operation of open public offer investment funds;
47. alternative investment fund is an investment fund defined by the law governing the establishment and operation of alternative investment funds;
48. without delay and/or immediately means taking an action or business no later than the next working day;
49. approval is a positive decision of the Agency regarding a submitted application, requested and issued before taking a certain action or concluding a business, when prescribed by this Law;
50. competent authority is the authority of a Member State that, based on the legislation of that Member State, is responsible for supervising activities related to the provision of supplementary pension services;
51. Agency is the Croatian Financial Services Supervisory Agency, whose competences and scope are prescribed by the Law on the Croatian Financial Services Supervisory Agency (Official Gazette Nos. 140/05, 154/11 and 12/12) and this Law;
52. European Insurance and Occupational Pensions Authority (EIOPA) is the European supervisory authority established by Regulation (EU) No 1094/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Insurance and Occupational Pensions Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/79/EZ (OJ L 331, 15. 12. 2010);
53. permanent medium is any means that enables a fund member or pension beneficiary to store information addressed to them personally in a way accessible for future use during a period corresponding to the purpose of those information, and which enables unchanged reproduction of stored information;
54. key function, within the management system, means an internal capacity to perform practical tasks, including risk management function, internal audit function, compliance monitoring function with relevant regulations and actuarial function, where applicable;
55. cross-border provision of services is the management of a pension scheme, where employment and social law of a Member State other than the home Member State applies to the relationship between the sponsor, fund members and pension beneficiaries;
56. senior manager is a member of the management body or a person who actually conducts the business of the pension company;
57. registered office and/or central administration of a pension company is the place where major strategic decisions of the pension company are made;
58. clearing is clearing as defined in Article 2(3) of 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;
59. central counterparty is a central counterparty as defined in Article 2(1) of 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;
60. clearing system member is a clearing system member as defined in Article 2(14) of 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;
61. ESMA is the European supervisory authority – European Securities and Markets Authority, established by Regulation (EC) No 1095/2010 of the European Parliament and of the Council;
62. EBA is the European supervisory authority – European Banking Authority, established by Regulation (EC) No 1093/2010 of the European Parliament and of the Council;
63. ESRB is the European Systemic Risk Board, established by Regulation (EC) No 1092/2010 of the European Parliament and of the Council;
64. regulated market is a regulated market as defined by the provisions of the law governing capital markets;
65. Multilateral Trading Facility (MTF) is a multilateral trading facility or MTF as defined by the provisions of the law governing capital markets;
66. Organised Trading Facility (OTF) is an organised trading facility or OTF as defined by the provisions of the law governing capital markets;
67. OECD Member State is a member state of the Organisation for Economic Co-operation and Development and an acceding state to the Code of Liberalisation of Capital Movements and the Code of Liberalisation of Invisible Transactions of the Organisation for Economic Co-operation and Development;
68. pension company from an OECD Member State is a legal entity with its registered office in an OECD Member State that is not an EU Member State or EEA Contracting Party, which carries out pension fund management activities in the Republic of Croatia through a branch authorised by the Agency;
69. Financial Action Task Force (FATF) is an intergovernmental body established with the task of setting standards and promoting effective implementation of standard-setting, and promoting effective enforcement of legal, regulatory and operational measures for the prevention of money laundering and financing of terrorism at the international level.
    Prohibition of Offering and Managing without Competent Authority Approval
    Article 4.
    (1) No person may establish a fund or manage it without obtaining approval from the Agency or the competent authority of another Member State.
    (2) Only persons referred to in Article 149 of this Law may carry out the activity of offering pension schemes.
    Tax Status of the Fund
    Article 5.
    The tax status of a fund is determined in accordance with special regulations and international treaties applicable in the Republic of Croatia.
    Application of Other Regulations
    Article 6.
    The provisions of the law governing the establishment and organisation of commercial companies apply to the operations of pension companies as appropriate, unless otherwise prescribed by this Law or other regulations. Register of Pension Companies and Register of Funds
    Article 7.
    (1) Pension companies to which the Agency has issued approval for establishment and operation are entered in the register of pension companies, and funds for which the Agency has issued approval to pension companies for establishment and fund management are entered in the register of funds. The Agency maintains both registers. (2) Pension companies and funds, along with all data specified by this Law and the regulation referred to in paragraph 6 of this Article, as well as changes to those data, are entered into the register of pension companies and the register of funds. (3) The Agency will publish data from the register of pension companies and the register of funds on its website. (4) The register of pension companies must also indicate in which Member States the pension company operates. (5) The information from paragraph 4 of this Article must be submitted by the Agency to EIOPA. (6) The Agency will prescribe by regulation the content and method of maintaining both registers referred to in paragraph 1, as well as the data published on the Agency's website in accordance with paragraph 3. (7) In case of termination of approval for establishment and operation of a pension company, the Agency will delete the pension company from the register of pension companies with declaratory effect. (8) In case of termination of a fund (status change or liquidation), the Agency will delete it from the register of funds with declaratory effect.
    Article 8.
    The Agency will also publish on its website a list of all pension companies from other Member States providing their services or carrying out activities in the territory of the Republic of Croatia, as well as their branches, and closed funds from other Member States offering pension