Slovakia's volume exemption applies to public offers with total consideration in the EU below EUR 5,000,000 per issuer or offeror over the relevant 12-month period. Relevant offers are aggregated under Article 3(2c) of the Prospectus Regulation; offers for which a prospectus has been published and offers exempt under Article 1(4) are excluded. If you rely on the volume exemption under Section 120(2), the prescribed document must be submitted to the NBS and made available to the public. Duties under other exemptions must be assessed separately.
Slovakia’s threshold is five million euros
The prospectus publication requirement does not apply to public offers of securities where the total aggregated consideration for the offered securities in the European Union is below EUR 5,000,000 per issuer or public offeror, calculated over 12 months (Section 120(2) of Act No. 566/2001 Coll. on Securities).
Under Article 3(2c) of Regulation (EU) 2017/1129, the calculation includes relevant ongoing offers and offers made during the preceding 12 months. Offers for which a prospectus has been published and offers exempt under Article 1(4) are excluded. Splitting the relevant volume across several issues does not itself help, but not every offer may be mechanically aggregated without distinguishing the regime that applies to it.
Below the threshold does not mean no NBS obligations
This is the most frequently overlooked duty in preparing an issue. Where the public offer relies specifically on the volume exemption under Section 120(2), the issuer or public offeror must submit a document to the National Bank of Slovakia and make it available to the public, prepared under a separate regulation (Section 120(3) of the Securities Act).
Under this volume exemption, prospectus approval falls away, but a separate disclosure duty remains. The document under Section 120(3) is not automatically required under every other prospectus exemption, such as an offer made exclusively to qualified investors; the conditions and disclosure duties applicable to each exemption must be assessed separately.
The European threshold differs from Slovakia’s
The Prospectus Regulation, as amended by the Listing Act, replaced the former system allowing Member States to choose thresholds between one and eight million euros with two amounts: a main threshold of EUR 12,000,000 and EUR 5,000,000 for Member States choosing the lower amount. Slovakia chose the lower threshold.
For a cross-border offer, the threshold in another Member State may therefore be higher than at home, while an exemption based on Slovakia’s threshold does not automatically work across the Union. The below-threshold exemption also assumes that the offer does not require cross-border prospectus notification.
The prospectus is not the only question
Before considering the threshold, establish whether your offer is a public offer at all: that boundary is surprisingly low. See when a bond offer is a public offer and how long prospectus approval takes. Our bond issuance in Slovakia service describes the full process.
This answer provides general information on the law as at 10 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.
