Legal Q&A · Company financing

What must an issuer disclose after issuing bonds?

Law as at 9 August 2026

Answered by , Czech and Slovak attorney, admitted to the Slovak and Czech Bars (SAK 300422 · ČAK 19654).

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. What is phantom stock, and when is it better for a company than actual equity? Phantom stock is a contractual arrangement giving an employee a cash entitlement linked to the company's value, typically conditional on continued service, performance and events such as a company sale. The employee does not become a shareholder, ownership is not diluted, and administration is the simplest of all ESOP structures. To work, the arrangement must appear in a contract with the individual concerned, rather than only in a shareholders' agreement.
  2. How many shares can a simple joint-stock company allocate to employees, and when must it distribute them? A simple joint-stock company may itself subscribe for shares intended for employees and contractors up to 20% of share capital, within a period approved by the general meeting of no more than 18 months. It must transfer them within five years of subscription (Section 220r of the Commercial Code). Transfer of these shares to anyone other than eligible persons is valid only at nominal value plus share premium and subject to retention of title; otherwise it is invalid.
  3. Can self-employed contractors, such as developers outside employment, also receive ESOP equity? In a simple joint-stock company, yes. Section 220r(1)(b) of the Commercial Code expressly covers not only employees but also individuals operating under a trade licence or other authorisation whose work for the company is protected by intellectual property rights. In a joint-stock company, the statutory shortcuts apply only to employees. In an s. r. o., contractors are accommodated through options over members' interests or phantom equity.
  4. When is a bond offer a public offer? A public offer is any communication in any form or by any means containing at least the type of security, the issuer and the price or return. The issuer may be apparent from the context or a linked website; the price may be indicated indirectly, for example through its calculation method. The National Bank of Slovakia assesses content rather than the heading, so the threshold is lower than most issuers expect.

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

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