Legal Q&A · Company financing

Is it enough to state in the materials that this is a private offer?

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

No. The National Bank of Slovakia assesses a communication in substance, based on its content. A different formal title is not decisive, and a disclaimer or statement that it is a private offer does not prevent classification as a public offer. The NBS expressly adds that private offer is not a legally defined term; issuers use it for offers that do not meet the characteristics of a public offer.

Investor materials regularly say “this is not a public offer” or “the offer is private and intended for selected investors”. Issuers expect such statements to produce a lighter legal regime. The statement alone does not change it.

The National Bank of Slovakia assesses whether a communication meets the public offer definition primarily in substance, based on its content. Its guidance on public offers of securities makes two points:

  • Giving a communication a different formal title is not decisive.
  • Disclaimers or statements describing a “private offer”, without clear information on which exemption applies, do not prevent classification as a public offer where the content provides sufficient information about the securities.

The NBS also clarifies in a footnote that “private offer” is not a legally defined term. It is a label adopted by issuers, not a concept established by law.

What works instead of a disclaimer

What matters is clear, demonstrable information identifying the exemption and how its conditions are met. For an offer exclusively to qualified investors, this means stating that fact clearly and prominently against the rest of the text. For a limited-audience offer, the communication must identify its intended recipients, with corresponding access restrictions.

An exemption is therefore demonstrated through the entire process: who receives the offer, how it is delivered, and what is publicly accessible.

See also when a bond offer is a public offer, how to label an offer for qualified investors 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 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.
  2. We want to launch a crowdfunding platform. Do we need NBS authorisation? 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.
  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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