Legal Q&A · Company financing

Can a network of financial agents sell our 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

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.

Placement is a reserved investment service

In its supervisory benchmark on corporate bond distribution, the National Bank of Slovakia states the rule unequivocally: only an investment firm or bank may place an issuer’s bonds. Other participants in the distribution chain, namely financial agents, may not provide this regulated investment service. A financial agent’s authorisation therefore does not allow it to place bonds for an issuer.

The difference lies in who receives the service. Placement is a service provided to the issuer, under a contract and for remuneration from the issuer. Financial intermediation serves the client. An issuer hiring an agent network to “place” an issue is therefore ordering a service the network cannot provide.

Why this must be resolved at the outset

The distribution model determines the issue’s budget and timetable. If an investment firm or bank must be involved between the issuer and clients, this changes the remuneration structure, contractual documentation and who defines the target market.

Further rules apply if the issue is distributed to retail clients:

  • The target market is defined by the investment firm or bank; an independent financial agent may narrow it but not broaden it.
  • High-risk bonds should be offered only by salespeople who understand them and have experience with such instruments, supported by documented product training.
  • The NBS expects these bonds to be distributed generally with investment advice, accompanied by a suitability statement for the particular client.
  • Remuneration must not be based exclusively on quantitative targets, namely sales volume.

What this means for the issuer

Distributors, rather than the issuer, fulfil these rules. However, the rules determine whether a distributor will accept the issue and on what terms. If the proceeds refinance existing debt, the issuer and investment firm or bank disclose this to the other participants in the chain so they can inform clients of the increased risk. The NBS considers issues refinancing loss-making projects particularly risky.

See also wording you must not use in issue marketing 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. We offer bonds to fewer than 150 investors. When will the exemption fail? What matters is who the offer is addressed to, rather than how many people ultimately buy the bond. The communication must clearly show that it targets no more than 149 persons, for example by defining the recipient category. If basic bond information is published on a publicly accessible website, the National Bank of Slovakia treats it as a public offer requiring a prospectus. Saying the page serves only investors already contacted does not satisfy the exemption.
  2. How should an offer intended only for qualified investors be labelled? The communication must unambiguously state that the public offer is exclusively for qualified investors, using wording that leaves no room for conflicting interpretations and presentation that makes it stand out. The exemption applies only to that offer: for a subsequent sale or admission to a regulated market, the prospectus requirement and any applicable exemption must be assessed afresh.
  3. How long does NBS prospectus approval take? The standard prospectus approval period is 10 working days from submission of the application. For an issuer with no securities admitted to trading on a regulated market that has never offered securities to the public, the first draft has a 20-working-day period. A prospectus supplement is approved within 5 working days. Crucially, deficiencies restart the period when remedied: the quality of the initial submission determines the overall time, rather than the statutory period alone.
  4. 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.

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

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