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. Can a network of financial agents sell our bonds? 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.
  2. 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.
  3. Does National Bank of Slovakia prospectus approval mean an issue is safe? No. When approving a prospectus, the National Bank of Slovakia does not assess the issuer's financial position and has no mandate to determine whether it will have enough money to repay principal and promised interest. Its role is to ensure investors have sufficient, good-quality information to assess risks. Presenting prospectus approval as a sign of quality or lower investment risk is bad practice.
  4. What must an issuer disclose after issuing bonds? Every issuer makes the terms and conditions and amendments available and submits them to the central depository within 15 days of starting issuance. If the bonds are admitted to trading on a regulated market, additional disclosures cover interest payments, redemption, early redemption, cancellation, conversion, exchange, subscription and bondholder meetings, both on the issuer's website and in the Central Register of Regulated Information. The NBS recommends publication no later than ten working days before the record date.

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

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