Legal Q&A · Company financing

What must an issuer disclose after issuing bonds?

Law as at 9 August 2026

Short answer

Every issuer makes the terms and conditions and amendments available and submits them to the central depository within 15 days of starting issuance. If the bonds are admitted to trading on a regulated market, additional disclosures cover interest payments, redemption, early redemption, cancellation, conversion, exchange, subscription and bondholder meetings, both on the issuer's website and in the Central Register of Regulated Information. The NBS recommends publication no later than ten working days before the record date.

Duties applying to every issuer

Regardless of whether the bonds are on a regulated market, the issuer must:

  • Make the terms and conditions available no later than the first day of issuance, using one of the methods permitted by law (Section 3(7) of Act No. 530/1990 Coll.).
  • Submit the terms and conditions to the central depository within 15 days of starting issuance (Section 3(10)). This short deadline is particularly easy to overlook in the rush surrounding subscription.
  • Make amendments and the full updated text available through the same channel as the original terms without undue delay (Section 3(8)), and provide a holder with the current text on request (Section 3(9)).
  • If the terms establish a bondholders’ meeting, convene it in the statutory cases: delay in satisfying bondholder rights and a written request by holders of at least one tenth of the issue’s nominal value (Section 5a(3)).
  • After repayment of an issue registered with the central depository, apply to cancel its registration (Section 12(6)).

If the bonds are on a regulated market

A separate set of duties applies under the Stock Exchange Act, elaborated by the National Bank of Slovakia in guidance on disclosures by debt securities issuers. The issuer must ensure equal treatment of all bondholders in the same position and disclose information in five areas:

  1. Interest payments and overdue interest payments.
  2. Redemption, early redemption and cancellation of debt securities.
  3. Exercise of conversion and exchange rights.
  4. Subscription.
  5. Meetings of debt securities holders.

If the issuer does not handle these activities itself, it must appoint a financial institution as its agent through which holders can exercise their rights.

Where and when to disclose

The primary method is electronic publication on the issuer’s website and in the Central Register of Regulated Information (CERI), selecting the appropriate information type. The NBS recommends publishing notices of interest payments, redemption, early redemption or cancellation, and exercise of conversion and exchange rights no later than ten working days before the record date. Subscription notices should be published no later than the first day of the subscription period, and meeting notices within the period specified in the terms and conditions.

Each notice has prescribed content. In addition to identifying the issuer and security, including LEI and ISIN codes, it includes payment arrangements, the record date, place of payment and details of any issue administrator.

Payment delays must also be disclosed in the prescribed way

If the issuer is late paying returns or repaying principal, the notice must include the reason for the delay and details of the guarantor, including its business name, identification number (IČO) and LEI code. The point at which an issue encounters problems therefore also triggers a new disclosure duty.

See also how long prospectus approval takes and our bond issuance in Slovakia service.

This answer provides general information on the law as at 9 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.

More legal questions

All questions and answers
  1. Can a network of financial agents sell our bonds? Only an investment firm or bank may place an issuer's bonds; financial agents may not provide this regulated investment service to the issuer. They may participate in other stages of the distribution chain serving clients, but cannot provide placement of the issue. This must be resolved before designing the distribution model because it changes the economics of the entire issue.
  2. Which wording must we avoid in bond marketing? A corporate bond investment or its return must not be described as guaranteed, safe or risk-free, including phrases such as guaranteed return, guaranteed interest rate, invest with a guarantee or guaranteed profit. Equating bonds with bank deposits or government bonds, and using the names of the National Bank of Slovakia or Investment Guarantee Fund for promotion, are also bad practices. The NBS may prohibit publication of such material or suspend it for ten working days.
  3. Does National Bank of Slovakia prospectus approval mean an issue is safe? No. When approving a prospectus, the National Bank of Slovakia does not assess the issuer's financial position and has no mandate to determine whether it will have enough money to repay principal and promised interest. Its role is to ensure investors have sufficient, good-quality information to assess risks. Presenting prospectus approval as a sign of quality or lower investment risk is bad practice.
  4. Can we give investors a bonus return linked to a project's success? A bond with a fixed or determinable floating return used to finance the company's own operations or project is not collective investment: the investor is entitled to principal and predetermined interest. However, if an additional return is payable upon certain business results, or the return can be reduced or withheld depending on those results, the criterion linking returns to asset value is met. A bonus return therefore changes the structure's legal classification and is not merely a marketing detail.

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Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

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