New Capital Market Act: an easier route to the stock exchange – and rules for shares that Croatian law does not yet recognise

The Act on Amendments to the Capital Market Act was published in Official Gazette No. 123/2026 on 28 October 2026. It transposes the directives and implements the directly applicable regulations of the EU Listing Act package. The Act enters into force on 5 November 2026.

The aim is cheaper and faster access to the capital market, especially for SMEs – but the amendments also bring an unexpected twist.

Easier access to the stock exchange

The amendments to the Capital Market Act [1] lower the entry barriers for issuers:

• Prospectus: public offers with a total value in the EU of less than EUR 12 million per issuer or offeror over a 12-month period     (previously EUR 8 million) are exempt from the obligation to publish a prospectus, provided they are not subject to notification under Art. 25 of Regulation (EU) 2017/1129. The exemption does not extend to admission to trading on a regulated market.
• Free float: for shares to be admitted to trading on a regulated market, at least 10% of the subscribed capital represented by the class of shares must be distributed to the public (previously 25% for the official market, while no threshold was prescribed for the regular market).
• Less reporting: the second-quarter report may replace the half-yearly report if it also contains data for the first six months and a statement that the figures have not been audited or reviewed. The deadline for reports for the first three quarters is extended from one month to 45 days.
• SME growth: a separate segment of an MTF may now also be registered as an SME growth market.

There is news for leaving the exchange, too: in adelisting, minority shareholders are now expressly entitled to challenge theamount of fair compensation in court.

Twist: multiple-vote shares beforethey exist

The Act introduces the concept of multiple-vote sharesand sets out transparency requirements for their admission to a regulatedmarket, an MTF or an SME growth market. The share structure by class,restrictions on transfer and voting and – where known to the company – theidentity of holders of such shares with more than 5% of total voting rightsmust be disclosed. Such shares must be clearly identified in trading.

However, the Companies Act does not yet recognise suchshares – it follows the “one share, one vote” principle. The Government sentthe final bill amending the Companies Act to Parliament only on 29 October2026, while the deadline for transposing Directive (EU) 2024/2810 is 5 December2026. Under the bill, the voting ratio would be capped at 10:1 and theirintroduction would require a qualified majority at the general meeting. Capitalmarkets law is thus ahead of company law. For founders and family-owned companies,this opens up a realistic prospect of going public without losing control – anda reason to start thinking about share structures now.

A second chance before HANFA

The Act introduces the principle of opportunity: HANFAmay refrain from initiating misdemeanour proceedings for offences notclassified as very serious or serious if the supervised entity remedied theirregularities by the time a supervisory measure decision is issued, orcomplied with the supervisory measure within the set deadline. This alsoapplies to offences committed before 5 November 2026, provided HANFA has notfiled charges by then.

At the same time, the range of fines changes: forserious offences by legal entities under Art. 700 of the Act, the fine nowranges from EUR 50,000 to 10% of total annual revenue (previously from 5% to10% of revenue).

Key deadlines

• 5     November 2026 - entry into force of the Act (except Art. 87.a(2)–(4));
• 5     December 2026 -alignment of research agreements; transposition deadline for Directive (EU) 2024/2810;
• 1     January 2027 - the Exchange aligns its rules and price list;
• 5     May 2027 – HANFA dopts and aligns its implementing ordinances, and SKDD its rules and price list.

_{[1] Act on Amendments to the Capital Market Act, OfficialGazette No. 123/2026; Capital Market Act, Official Gazette Nos. 65/2018,17/2020, 83/2021, 151/2022, 85/2024, 126/2025, 45/2026 and 123/2026 (the “Act”).}

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