Legal Q&A · Company financing

We want to launch a crowdfunding platform. Do we need NBS authorisation?

Law as at 5 September 2026

Short answer

If a platform facilitates loans to business projects or places securities they issue, it provides crowdfunding services under Regulation (EU) 2020/1503 (ECSPR) and needs authorisation, granted in Slovakia by the National Bank of Slovakia. The Regulation covers offers with consideration up to EUR 5,000,000 per project owner over 12 months. Donation and reward crowdfunding fall outside it, while household lending has its own licensing regime. The NBS assesses, in particular, management, the business model, payment flows and prudential safeguards.

Crowdfunding is not a grey area. Lending and investment platforms throughout the Union are subject to Regulation (EU) 2020/1503 on European crowdfunding service providers for business (ECSPR). Whether authorisation is required depends on exactly what the platform does between investors and projects, rather than the project’s name.

Which models require authorisation

The Regulation covers two models. In lending crowdfunding, the platform facilitates loans to business projects. In investment crowdfunding, it places transferable securities and other admitted instruments issued by project owners, and receives and transmits investors’ orders. Both cover only business project financing and offers with consideration up to EUR 5,000,000 per project owner over 12 months. Larger issues fall under the prospectus regime, discussed in when a prospectus is required.

Donation and reward crowdfunding remain outside the Regulation: promising a T-shirt or finished product in return for a contribution is not a financial service. Household lending is also outside its scope. A P2P platform used by consumers to borrow falls towards the regime under Act No. 129/2010 Coll. on Consumer Credit, discussed in NBS authorisation for lending.

The NBS grants authorisation: what it assesses

A crowdfunding service provider requires authorisation under Article 12 ECSPR. In Slovakia, the National Bank of Slovakia grants it and supervises providers:

As part of financial market supervision, the National Bank of Slovakia (a) supervises supervised financial market entities, namely banks, […] crowdfunding service providers, […]

Section 1(3) of Act No. 747/2004 Coll. (unofficial English translation)

The NBS answers on the Crowdfunding Regulation from November 2024 make clear what the application must substantiate. Proposed managers must demonstrate good repute through court certificates confirming the absence of proceedings and a certificate from the disqualification register, and professional competence through CVs and educational credentials. Payment services within the model may be performed only by an entity licensed under payment regulation, whether the provider itself or a third party. The provider must continuously hold prudential safeguards of at least EUR 25,000 or one quarter of the previous year’s fixed overheads, whichever is higher.

Slovak specifics also matter. The NBS does not consider interests in an s. r. o. to be admitted instruments for crowdfunding purposes. Slovak projects are therefore financed on platforms through shares, bonds or loans, rather than transfers of those business interests. For offers in Slovakia, the NBS accepts the key investment information sheet prepared by the project owner for each offer in Slovak. Where an offer uses a special purpose vehicle (SPV), only one illiquid or indivisible asset may be offered through it (Article 3(6) ECSPR).

Without authorisation, the model can quickly become prohibited activity

Collecting investors’ money without authorisation entails more than penalties for unauthorised financial market activity. A model in which investors’ returns depend on the value or returns of acquired assets has the characteristics of unauthorised collective investment under Act No. 203/2011 Coll. Licensed crowdfunding is an express exception to that prohibition. We discuss the boundary in when raising money constitutes unauthorised collective investment. Anyone accepting repayable money from the public for their own account also encounters the banks’ deposit-taking monopoly: see loans from investors.

How we can help

Our collective investment review assesses each feature of the platform model: what falls under the ECSPR, what constitutes collective investment and what is unregulated. We assess individual offers through our public offer assessment and structure financing for the platform and projects through our investor entry service.

Tell us how the platform is intended to work. Whether it involves loans, securities or rewards determines everything else.

This answer provides general information on the law as at 5 September 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. We raise money from investors for projects. When is this unauthorised collective investment? The assessment considers joint investment under a defined investment policy for investors' benefit and whether their returns depend on the acquired assets. Legal form is not decisive in itself. The activity must be authorised or comply with a special statutory regime; registration as a sub-threshold manager is subject to asset-volume and distribution restrictions. Fixed-interest financing of the company's own operations is generally not collective investment, but it still carries default risk and is subject to other rules.
  2. We finance a project with private investor loans. When does this become unlicensed deposit-taking? Deposits are repayable funds from the public carrying an obligation to repay, and only banks may accept them. The more an investor loan resembles a deposit, with guaranteed principal and fixed interest offered to a wider audience, the closer it comes to unauthorised activity. The law draws one firm line: approaching no more than ten persons exclusively through personal contact is not a public invitation. If investors' returns instead depend on project performance, collective investment rules must also be assessed.
  3. Can our s. r. o. buy back its own business interest and hold it for future employees? No. A limited liability company cannot acquire its own business interests unless the law exceptionally provides otherwise (Section 120(1) of the Commercial Code), so an s. r. o. cannot create an equity pool for future employees. Its participation programme must use another structure: options over existing members' interests, phantom equity, or conversion to a simple joint-stock company.
  4. Can we offer employees shares below their issue price? Yes. A general meeting resolution increasing share capital may approve employees acquiring a specified number of shares below their issue price, provided the company covers the difference from its own resources (Section 204(4) of the Commercial Code). Existing shareholders' pre-emption rights are not an obstacle: by law, issuing shares to employees constitutes an important company interest justifying their exclusion.

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

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