Legal Q&A · Company financing

We want our bonds to be traded on a stock exchange. What requirements must we meet, and is it worthwhile?

Law as at 3 October 2026

Short answer

The issuer or an exchange member applies for admission of bonds to the regulated market of the Bratislava Stock Exchange. The bonds must be in book-entry form, and the issuer must have an LEI and, subject to narrow exemptions, an approved and published prospectus. A prospectus is required even where the public offer alone would not require one. The issuer then becomes subject to annual and half-yearly financial reporting requirements (unless it issues only bonds with a denomination of at least EUR 100 000), disclosure of inside information and other disclosure obligations. A less demanding route is a multilateral trading facility, whose requirements are set by its rules. Whether admission is worthwhile depends on whether you want to give investors the option of selling their bonds before maturity and whether that benefit outweighs the cost of the prospectus and ongoing obligations.

If bonds are not admitted to a stock exchange, investors wishing to sell them before maturity must find buyers themselves. Admission gives investors a market on which they can buy and sell the bonds. However, the issuer must plan for preparing a prospectus and complying with ongoing disclosure obligations. In Slovakia, the options are a regulated market or a multilateral trading facility (MTF), with substantially different requirements for issuers.

Which markets are available

The exchange operates a regulated market comprising a regulated free market and a market for listed securities (Section 25(1) of Act No. 429/2002 Z. z. on the Stock Exchange). As at 3 October 2026, the Bratislava Stock Exchange website lists a main listed market, a parallel listed market, a regulated free market with dedicated segments for qualified investors, and a multilateral trading facility. The MTF is not part of the regulated market (Section 25(1) and Section 51(1)). An application for admission of a bond to the market for listed securities is submitted by the issuer or an exchange member authorised by the issuer; an application for admission to the regulated free market is submitted by the issuer or an exchange member (Section 26(1)). The exchange decides on the application within 60 days of receiving it or receiving supplementary information completing it. For the listed market, it may extend this period where coordination between several exchanges is necessary, and it may also decide on admission before the bonds are issued, subject to conditions precedent (Section 26(6)).

Requirements for the regulated market

For admission to the regulated market, the Act requires, among other things:

The following quotation is reproduced in its original language:

Cenný papier môže byť prijatý na regulovaný trh burzy, len ak […] je zaknihovaným cenným papierom […], bol schválený a zverejnený prospekt, ak tento zákon alebo osobitný predpis […] neustanovuje inak, […] emitent má pridelený platný kód LEI […]

§ 29 ods. 1 zákona č. 429/2002 Z. z.

The bond must also be fungible, freely transferable and fully paid up. If admission is preceded by a public offer, subscription must have closed or the subscription period must have expired, except for continuously issued bonds for which subscription has not closed early (Section 29(1)). For admission to the market for listed securities, the value of the issue calculated at the issue price must be at least EUR 200 000. However, the exchange may grant an exemption if it expects trading to be sufficiently liquid (Section 31). Trading may begin no earlier than the day after publication of the prospectus (Section 27).

A prospectus is required here even for smaller issues. The EUR 5 000 000 threshold under Section 120(2) of Act No. 566/2001 Z. z. on Securities applies only to public offers. For admission to a regulated market, a prospectus is required directly by Article 3(3) of Regulation (EU) 2017/1129. The exemptions under Article 1(5) of that Regulation mainly concern securities fungible with those already admitted to a regulated market and specific situations, such as corporate reorganisations or issues by credit institutions. The changes to the prospectus rules from June 2026 are discussed in The Listing Act and the prospectus from 5 June 2026.

Additional obligations for the issuer

Admission makes the company an issuer within the meaning of the Stock Exchange Act (Section 3, letter n)). It must publish an annual financial report containing audited financial statements within 4 months of the end of the accounting period and keep it publicly available for at least 10 years (Section 34). It must publish a half-yearly financial report within 3 months of the end of the half-year (Section 35(1)). Neither obligation applies to an issuer that issues exclusively debt securities with a denomination per unit of at least EUR 100 000 (Section 37a(1), letter c)). The issuer must also submit regulated information to Národná banka Slovenska (Section 45(1)) and provide the exchange with the information required by the exchange rules (Section 37d(1)). Disclosure of payments of returns, redemption and bondholder meetings is explained in what an issuer must disclose after issuing bonds.

The issuer must also comply with Regulation (EU) No. 596/2014 on market abuse. It must disclose inside information that directly concerns it as soon as possible (Article 17(1)). This obligation also applies to an issuer that has requested admission of its bonds to an MTF or whose application has been accepted by the MTF.

Multilateral trading facility

A bond is admitted to an MTF at the request of the issuer, an exchange member or a participant in the facility, subject to the conditions set by the operator’s rules (Section 51(3) and (7)). The LEI requirement and the time limit for deciding on an application also apply here, with the necessary modifications (Section 51(6)). The statutory disclosure obligations associated with the regulated market do not apply to such an issuer, although the MTF rules may impose their own obligations (Section 51(9)). The Prospectus Regulation links the prospectus requirement to a public offer and admission to a regulated market (Article 3(1) and (3)), rather than to admission to an MTF alone. However, if you also offer the bonds to the public, the public-offer rules determine whether a prospectus is required or an exemption applies.

When admission makes sense

Admission to a stock exchange is a commercial decision. The associated obligations, however, are known in advance. They include a prospectus and its approval, an audit, half-yearly reports, ongoing disclosure and internal rules for inside information. If investors plan to hold the bonds to maturity, tradability offers them little benefit while the costs remain. If you want to attract investors for whom the ability to sell is a prerequisite, compare the regulated market with the less demanding MTF. Through our bond issuance in Slovakia service, we assess and structure the issuance arrangements and review and prepare the prospectus and application for admission to the market.

This answer provides general information on the law as at 3 October 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 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.
  2. 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.
  3. 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.
  4. 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.

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

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