Rulebook on the Conduct of Leasing Business by Leasing Companies from Member States and Third Countries in the Republic of Croatia

UNOFFICIAL CONSOLIDATED TEXT
RULEBOOK ON THE CONDUCT OF LEASING BUSINESS BY LEASING COMPANIES FROM MEMBER STATES AND THIRD COUNTRIES IN THE TERRITORY OF THE REPUBLIC OF CROATIA (Official Gazette No. 68/14 and 142/22) The Rulebook on Amendments to the Rulebook on the Conduct of Leasing Business by Leasing Companies from Member States and Third Countries in the Territory of the Republic of Croatia (Official Gazette No. 142/22) entered into force and is applied from January 1, 2023.

Rulebook on the Conduct of Leasing Business by Leasing Companies from Member States and Third Countries in the Territory of the Republic of Croatia – Unofficial Consolidated Text (Official Gazette No. 68/14 and 142/22)

INTRODUCTORY PROVISIONS
Article 1.
This Rulebook specifies the manner of application of the provisions of the Leasing Act ("Official Gazette", No. 141/13) to:

1. the conduct of leasing business by leasing companies from Member States in the territory of the Republic of Croatia,
2. the conduct of leasing business by leasing companies from third countries in the territory of the Republic of Croatia.

Article 2.
The terms used in this Rulebook have the following meanings:

1. Agency – Croatian Financial Services Supervisory Agency,
2. Act – Leasing Act ("Official Gazette", No. 141/13),
3. ZOKI – Act on Credit Institutions ("Official Gazette", No. 159/13),
4. Mutually Recognised Service – financial leasing as prescribed by the provisions of ZOKI,
5. Direct Conduct of Leasing Business – the conduct of financial leasing business by a company from a Member State in the territory of the Republic of Croatia, if no branch has been established, and if it concludes legal transactions with financial leasing as the subject matter in the territory of the Republic of Croatia, or if it offers such a transaction to a natural or legal person with residence or stay, or seat, in the territory of the Republic of Croatia through its representatives, intermediaries, or in any other way,
6. Member State – a state that is a member of the European Union or a state that is a signatory to the Agreement on the European Economic Area,
7. Third Country – a state that is not a member of the European Union nor a signatory to the Agreement on the European Economic Area,
8. Leasing Company from a Member State – a legal entity with its seat in a Member State that is, in accordance with the regulations of that Member State, authorised to conduct leasing business,
9. Leasing Company from a Third Country – a legal entity with its seat outside the territory of a Member State that is, in accordance with the regulations of that third country, authorised to conduct leasing business,
10. Branch – a branch of a trading company within the meaning of the Companies Act.

CONDUCT OF LEASING BUSINESS BY LEASING COMPANIES FROM MEMBER STATES IN THE TERRITORY OF THE REPUBLIC OF CROATIA Conduct of Leasing Business by Leasing Companies from Member States Meeting the Conditions for the Conduct of Mutually Recognised Services

Article 3.
A leasing company from a Member State that meets the conditions for conducting leasing business as a mutually recognised service under ZOKI may conduct leasing business in the territory of the Republic of Croatia in accordance with the provisions of ZOKI.

Direct Conduct of Leasing Business by Leasing Companies from Member States Meeting the Conditions for the Conduct of Mutually Recognised Services

Article 4.
(1) A leasing company from a Member State referred to in Article 3 of this Rulebook that meets the conditions from Article 84 of ZOKI and other conditions prescribed by ZOKI may directly, temporarily, in the territory of the Republic of Croatia, conduct financial leasing business as a mutually recognised service it is authorised to provide in its home Member State. (2) The leasing company from paragraph 1 of this Article may begin to directly conduct leasing business in the territory of the Republic of Croatia under the conditions and in the manner prescribed by ZOKI. (3) The provisions of the Act and regulations adopted on the basis of that Act relating to the leasing contract (Articles 51 and 52), rights and obligations of subjects in leasing business (Articles 53–65), the Leasing Object Register (Articles 66 and 67), confidential data (Articles 107–109), consumer protection (Articles 110–112),

Rulebook on the Conduct of Leasing Business by Leasing Companies from Member States and Third Countries in the Territory of the Republic of Croatia – Unofficial Consolidated Text (Official Gazette No. 68/14 and 142/22) applicable law with international characteristics (Articles 113–116), penal provisions (Articles 123–127), and provisions of the regulations of the Republic of Croatia governing the prevention of money laundering and financing of terrorism, shall apply mutatis mutandis to the direct conduct of leasing business by the leasing company from paragraph 1 of this Article.

Conduct of Leasing Business by Leasing Companies from Member States via a Branch Meeting the Conditions for the Conduct of Mutually Recognised Services

Article 5.
(1) The leasing company from Article 4, paragraph 1 of this Rulebook, in addition to direct conduct, may conduct financial leasing business as a mutually recognised service in the territory of the Republic of Croatia also via a branch.
(2) The provisions of ZOKI shall apply to the establishment and termination of the branch of the leasing company from a Member State from Article 4, paragraph 1 of this Rulebook that conducts a mutually recognised service.
(3) The provisions of the Act and regulations adopted on the basis of that Act relating to the leasing contract (Articles 51 and 52), rights and obligations of subjects in leasing business (Articles 53–65), the Leasing Object Register (Articles 66 and 67), organisational requirements (Articles 68 and 71), accounting records and reporting to the Agency (Articles 72–76), supervision (Articles 77–103), confidential data (Articles 107–109), consumer protection (Articles 110–112), applicable law with international characteristics (Articles 113–116), liquidation (Articles 117–121), penal provisions (Articles 123–127), and provisions of the regulations of the Republic of Croatia governing the prevention of money laundering and financing of terrorism, shall apply mutatis mutandis to the business operations of the branch of the leasing company from Article 4, paragraph 1 of this Rulebook.

Conduct of Leasing Business by a Leasing Company from a Member State Not Meeting the Conditions for the Conduct of Mutually Recognised Services

Article 6.
(1) A leasing company from a Member State (hereinafter: Founder) that is authorised under the regulations of the Member State to conduct leasing business (financial and/or operational) in that Member State, but does not meet the conditions for conducting business as a financial institution conducting such business as a mutually recognised service (financial leasing) and other prescribed conditions in accordance with ZOKI, may conduct leasing business in the territory of the Republic of Croatia only via a branch. (2) The Founder may conduct leasing business in the territory of the Republic of Croatia via a branch, provided that it is authorised to conduct such business in the country where it has its registered seat.

Establishment of a Branch

Article 7.
(1) A Founder intending to establish a branch in the territory of the Republic of Croatia is obliged to obtain approval from the Agency for conducting leasing business.
(2) The branch may be entered into the court register only after obtaining the Agency's approval from paragraph 1 of this Article.
(3) The Founder may establish only one branch in the territory of the Republic of Croatia, and if it wishes to conduct business in multiple locations in the territory of the Republic of Croatia, it may open one or more organisational units.

Article 8.
(1) In addition to the application for the issuance of approval from Article 7, paragraph 1 of this Rulebook, documentation prescribed by Article 48, paragraph 5 of the Act must be attached.

Rulebook on the Conduct of Leasing Business by Leasing Companies from Member States and Third Countries in the Territory of the Republic of Croatia – Unofficial Consolidated Text (Official Gazette No. 68/14 and 142/22) (2) The Agency may, within one month from the date of receipt of the application from paragraph 1 of this Article, request additional information and documentation. If the Agency has requested additional information or documentation, the date of their delivery is considered the date of receipt of a proper application. (3) The Agency may, as a condition for issuing approval for conducting leasing business for a branch, require the Founder to deposit a monetary amount not less than EUR 132,722.81 into the account of any credit institution with its seat in the Republic of Croatia as a guarantee for the settlement of obligations arising from transactions concluded in the territory of the Republic of Croatia. Upon the entry of the Founder's branch into the court register, the aforementioned funds may be transferred to the branch's account maintained in the Republic of Croatia. (4) The Agency shall reject the application for issuing approval for conducting leasing business for a branch if the conditions from Article 48, paragraph 8 of the Act occur.

Conducting Business and Representation of the Branch

Article 9.
(1) Only a person or persons who have obtained the Agency's consent for conducting the business of the branch may conduct business and represent the branch.
(2) The business of the branch shall be conducted and represented by at least one person who must know the Croatian language sufficiently to perform this function, must conduct this business from the territory of the Republic of Croatia, on a full-time basis, and be in an employment relationship with the Founder. (3) Persons responsible for conducting the business of the branch must meet the conditions prescribed for a member of the management board of a leasing company under the Act and regulations adopted on the basis of the Act. (4) The Founder may authorise a procurist to represent the branch or conclude contracts and undertake legal acts in the name and on behalf of the branch arising from the business for which the branch has obtained the Agency's approval, only jointly with the person responsible for conducting the business of the branch. (5) The person or persons responsible for conducting the business of the branch are obliged to ensure that the branch conducts business in accordance with the provisions of the Act, regulations adopted on the basis of the Act, other regulations applicable to leasing companies, according to professional rules and standards, and to ensure the implementation of supervision and supervisory measures ordered by the Agency and other supervisory authorities.

Issuance of Consent for Persons Responsible for Conducting the Business of the Branch

Article 10.
(1) The provisions of the Act and regulations adopted on the basis of the Act relating to the issuance of consent for performing the function of a member of the management board of a leasing company shall apply mutatis mutandis to the issuance of consent to the person or persons who will conduct business and represent the branch. (2) The person responsible for conducting the business of the branch is appointed for a term that cannot exceed five years, and the Founder may revoke the aforementioned person before the expiration of the mandate. (3) The application for consent from paragraph 1 of this Article must be submitted by the candidate at least three months before the expiration of the mandate of each person responsible for conducting the business of the branch. (4) When the person or persons responsible for conducting the business of the branch are unable to perform their function, the Founder is obliged, no later than within 15 days from the establishment of that fact, without the Agency's consent, to temporarily appoint a person responsible for conducting the business of the branch for a maximum of three months and to notify the Agency thereof without delay. (5) Within 30 days from the date of appointment of the person who will temporarily conduct the business of the branch, the Founder is obliged to submit an application to the Agency for the issuance of consent for the appointment of a new person or persons responsible for conducting the business of the branch.

Rulebook on the Conduct of Leasing Business by Leasing Companies from Member States and Third Countries in the Territory of the Republic of Croatia – Unofficial Consolidated Text (Official Gazette No. 68/14 and 142/22)

Termination of the Branch

Article 11.
(1) The person or persons responsible for conducting the business of the branch are obliged to notify the Agency and the management of the Founder in writing, without delay, if circumstances arise under which the approval for the establishment of the branch ceases to be valid, or if reasons arise for the revocation of the approval for the establishment of the branch or reasons for the revocation of the approval for certain leasing business. (2) The approval for the establishment of the branch of the leasing company is revoked if the conditions from Article 49, paragraph 1 of the Act occur. (3) The Agency shall revoke the approval for the establishment of the branch from the Founder if the conditions from Article 49, paragraph 2 of the Act occur. (4) The Founder may submit an application for the deletion of the branch from the court register only after the settlement of all obligations arising from the business operations of that branch.

Application of Other Provisions of the Act to the Branch

Article 12.
The provisions of the Act and regulations adopted on the basis of that Act relating to the management of the leasing company (Articles 33–39), the leasing contract (Articles 51 and 52), rights and obligations of subjects in leasing business (Articles 53–65), the Leasing Object Register (Articles 66 and 67), organisational requirements (Articles 68 and 71), accounting records and reporting to the Agency (Articles 72–76), supervision (Articles 77–103), confidential data (Articles 107–109), consumer protection (Articles 110–112), applicable law with international characteristics (Articles 113–116), liquidation (Articles 117–121), penal provisions (Articles 123–127), and provisions of the regulations of the Republic of Croatia governing the prevention of money laundering and financing of terrorism, shall apply mutatis mutandis to the business operations of the branch of the leasing company from Article 6 of this Rulebook.

CONDUCT OF LEASING BUSINESS BY LEASING COMPANIES FROM THIRD COUNTRIES

Article 13.
(1) A leasing company from a third country may conduct leasing business in the territory of the Republic of Croatia only via a branch, provided that it is authorised to provide such business in that country.
(2) A leasing company from a third country intending to establish a branch in the territory of the Republic of Croatia is obliged to obtain approval from the Agency for conducting leasing business for that purpose.

Article 14.
The provisions of Articles 6–12 of this Rulebook shall apply to the branch of the leasing company from a third country.

COOPERATION OF COMPETENT AUTHORITIES AND MUTUAL INFORMATION

Article 15.
(1) The Agency collects and processes data on facts and circumstances that are significant for the conduct of business within its competence and may provide them to other competent and supervisory authorities as prescribed by the provisions of Article 106 of the Act.
(2) Before deciding on the application for issuing approval for the establishment of a branch, the Agency shall take all actions necessary to conclude an agreement on cooperation in the field of supervision and regulation of other matters in the implementation of the Act, its subordinate regulations, and other laws applicable to leasing companies in the Republic of Croatia with the body or institution competent for the supervision of the Founder in the country where its seat is located, if applicable according to the regulations of the country where the Founder's seat is registered.

Rulebook on the Conduct of Leasing Business by Leasing Companies from Member States and Third Countries in the Territory of the Republic of Croatia – Unofficial Consolidated Text (Official Gazette No. 68/14 and 142/22) (3) If illegality and irregularities are established in the procedure of supervising the business operations of the branch, the Agency shall order supervisory measures in accordance with the Act, and shall inform the management of the Founder and the body or institution competent for the supervision of the Founder's business in accordance with concluded agreements about the findings and measures from the supervision procedure. (4) The person or persons responsible for conducting the business of the branch or the Founder is obliged to notify the Agency without delay if the competent body or institution has taken measures to eliminate illegality and irregularities against the Founder or any of its branches, which could affect the business operations of the branch in the Republic of Croatia. (5) The person or persons responsible for conducting the business of the branch are obliged to notify the management of the Founder, without delay, in writing, about all measures of the Agency and other supervisory authorities adopted in the procedure of supervision of the branch.

FINAL PROVISION

Article 16.
This Rulebook enters into force on the eighth day from the date of publication in the "Official Gazette".