The signature requirements pertain the legal or contractual requirements in order to make a legally effective declaration of intent or a legally binding contract.
Possibility to replace a specific formal requirement of making a binding declaration of intention
In cases where a written form is prescribed by law, there are no possibilities of changing such form.
According to the Croatian Obligations Act (OA) , a formal requirement for a written form of a document, such as an agreement, is considered to be met, if the parties exchange letters or reach an agreement by any other means of communication that allow for the content of the respective document and identity of the parties to be determined with certainty. The OA prescribes that electronically concluded agreements are considered concluded when the parties agree on (legally prescribed) essential elements of the agreement.
On conclusion of agreements with qualified electronic signatures see under the Section 5.c. below.
Presence of any specific formal requirements to effectively conclude a loan agreement
According to the CLA, loan agreements have to fulfil certain requirements regarding content of the agreement, such as information on statutory rates, type of loan etc.
Loan agreements have to be concluded in writing or using an advanced electronic signature if a special law or a regulation adopted by law does not explicitly specify the use of a handwritten signature in paper documents or a specific verification of one's own signature. The creditor or credit intermediary is obliged to deliver a copy of the loan agreement to the consumer.
Process of conclusion of a contract by using a qualified electronic signature in practice
In Croatia, Regulation (EU) No 910/2014 on electronic identification and trust services for electronic transactions in the internal market (the eIDAS Regulation) is applied, and three (3) types of signatures described therein are recognised under Croatian law (standard, advanced, and qualified electronic signature). It is important to mention, that a qualified electronic signature has, under eIDAS Regulation, the equivalent legal effect of a handwritten signature, and if issued in an EU Member State it is recognised as such in all other EU Member States. In Croatia, electronic signatures are deemed legal, admissible, and enforceable.
According to Croatian law, cases where electronic signatures are typically allowed are (i) commercial agreements and documents, including NDAs, LOIs, purchase orders, order confirmations, invoices, sales agreements, distribution agreements, service agreements, loan agreements, lease agreements; (ii) consumer agreements, including agreements for purchase of goods and services, consumer loan agreements, lease agreements; (iii) intangible property agreements, including license agreements; and (iv) HR documents, including employment contracts, NDAs, and notices of termination.
The use of an electronic form of a document is excluded with regard to all documents which require signatures to be certified before a notary public (e.g. registration of the agreement on the purchase of real estate before the land registry) or which have to be in the form of a notarial deed (Croatian solemniziran; e.g. pledge agreements, share purchase agreements etc.).
There are numerous public service providers for electronic signatures (for example, Financial Agency in the Republic of Croatia (FINA)), but also private companies who can also be authorised issuers of electronic signatures (e.g. DocuSign, which recognises both advanced and qualified signature options).
Legal consequences to a contract in case of not fulfilling formal requirements
If the formal requirements are not fulfilled, the contract is null and void and does not have legal effect.
Usual practice of signing contractual agreements in the B2B sector
Signing of contractual agreements in B2B sector in Croatia is usually done by exchange of signed counterparts via emails but lately also by using electronic signatures.
Usual practice of signing contractual agreements in the B2C sector
In B2C sector the agreements are usually signed with a handwritten signature. However, with greater availability and knowledge of the electronic signatures, their use has become more popular in recent years.