INSTITUT PROBOJA ZIDA PRAVNE OSOBNOSTI U HRVATSKOM PRAVU U SLUŽBI AFIRMACIJE (USTAVNE) SLOBODE PODUZETNIŠTVA KROZ ZAŠTITU VJEROVNIKA OD NESAVJESNOG POSTUPANJA DUŽNIKA
CORPORATE VEIL-PIERCING IN THE CROATIAN LAW IN SERVICE OF THE AFFIRMATION OF (CONSTITUTIONALLY GUARANTEED) ENTREPRENEURIAL FREEDOM THROUGH THE PROTECTION OF CREDITORS AGAINST THE DEBTORS’ UNFAIR BEHAVIOR

Summary/Abstract: Affirmation of entrepreneurial freedom as the foundation of the Croatian economic system requires the adoption of legal instruments aimed at the protection of creditors against the debtors’ unfair behavior. In this sense the institute of corporate veil-piercing in Croatian law represents an exception to the principle of separation between company’s legal personality and its members. It allows creditors to claim debts from company members in cases of abuse, such as mixture of properties, pursuing prohibited objectives, or harming creditors. Courts play a pivotal role in applying this legal institute, carefully assessing evidence to determine misuse. Veil-piercing is grounded in the principles of good faith, fairness, and the prohibition of abuse of rights. While codified in the Companies Act, its implementation demands thorough judicial interpretation to avoid arbitrariness and ensure legal certainty. This doctrine protects against misconduct and upholds legal standards but is applied sparingly due to its potential impact on entrepreneurial freedom and economic stability.

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