An issue agent handles an issuer's dealings with the central depository, from obtaining an ISIN to registering the issue. It is usually a depository participant or an investment firm authorised by the NBS. The Bonds Act does not require this role: the issuer bears the duties and can fulfil them directly for a smaller issue. However, licensed partners are necessary when selling bonds to investors.
Banks and investment firms routinely include an issue agent in their budgets, prompting issuers to ask whether the law requires one. It does not: an agent represents the issuer in steps the issuer can also take itself. The difference lies in time, errors and what you plan to do with the issue next.
What an issue agent actually does
Book-entry bonds come into existence through entry in the central depository’s records. The issuer establishes an issuer register there (Section 107(1) of Act No. 566/2001 Coll.), requests an ISIN and enters into an issue registration agreement. According to the central depository, an issue agent may represent the issuer in all these activities under a power of attorney: a central depository participant or an investment firm authorised by the NBS to provide investment services. These entities have direct access to the depository’s systems and repeatedly make the same filings. Alongside representation, the agent therefore often manages the issue and advises on its preparation.
The law does not require an agent
Act No. 530/1990 Coll. on Bonds does not mention an issue agent. It places duties directly on the issuer: deciding to issue bonds, obtaining approval of the terms and conditions from the body that decided on the issue, and making them available no later than the first day of issuance (Section 3(7)). One deadline is often overlooked in practice:
The issuer shall submit the bond terms and conditions to the central securities depository within 15 days of the commencement of issuance.
— Section 3(10) of Act No. 530/1990 Coll. (unofficial English translation)
None of these steps requires an intermediary. An issuer making a smaller issue to a closed circle of investors can establish the register, obtain an ISIN and register the issue directly. It needs properly prepared terms and conditions, the competent body’s resolution and orderly supporting documents, which the depository reviews before signing the agreement.
Where licensed partners are necessary
The dividing line is sales, rather than the depository. Only an investment firm or bank may place bonds as a service for an issuer. We explain this in can a network of financial agents sell bonds?. An offer to a broader circle of investors also requires timely consideration of a prospectus; we summarise when in when you need a prospectus. For larger issues, an issue agent that is also an investment firm therefore performs both roles: representing the issuer before the depository and managing placement of the issue.
How we can help
Our bond issuance in Slovakia service covers the entire process from corporate resolutions to registration. We handle powers of attorney, filings and depository communications through representation before the CDCP. Our public offer assessment checks whether your offer may become public. Contact us before signing a mandate agreement with a bank: you may be able to handle some steps directly.
This answer provides general information on the law as at 29 August 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
