Legal Q&A · Company financing

Which wording must we avoid in bond marketing?

Law as at 9 August 2026

Short answer

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.

Language that should not be used for bonds

The National Bank of Slovakia’s supervisory benchmark on corporate bond distribution gives specific examples of bad marketing practices, including phrases such as:

  • “guaranteed return”;
  • “guaranteed interest rate”;
  • “invest with a guarantee”;
  • “guaranteed profit”;
  • “a guaranteed …% per month on investments from EUR …”.

The underlying rule is broader than this list: words or phrases describing a corporate bond investment or its return as guaranteed, safe or risk-free are unacceptable. The restriction concerns the impression conveyed, so replacing words with synonyms does not avoid it.

Three other practices to avoid

Do not equate bonds with deposits. Treating a corporate bond investment as equivalent to a bank deposit or government bond investment is considered bad practice. These instruments have different risk profiles and protections.

Do not use institutional names. Using the names of the National Bank of Slovakia or Investment Guarantee Fund to promote bonds or issuers is likewise unacceptable.

Do not present prospectus approval as a quality mark. The NBS considers it bad practice for a distributor to market the approval of a prospectus as a quality criterion or an indication of lower investment risk. See whether prospectus approval means an issue is safe for more detail.

This is more than a supervisory expectation for distributors. The Securities Act empowers the National Bank of Slovakia to prohibit publication of a communication, advertisement, poster or similar document, or suspend it for ten working days, if publication or continued publication would breach the rules (Section 120(8)).

For an issue with a launch campaign and a fixed subscription period, ten working days is a significant loss. Investor copy therefore belongs within the legal preparation of an issue. The same rules apply to websites, presentations, emails and social media posts.

See also when a bond offer is a public offer 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 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.

Cannot find your question? Ask your own question

Facing this situation?

Tell us what you need help with.

Describe your situation. We will review it and usually tell you within 24 hours whether and how we can help, including an indicative fee.

  1. 1Send your enquiry via this form
  2. 2Usually within 24 h you get a price confirmation and plan
  3. 3We start work only after your approval
Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

Not keen on calls or email? Message us on WhatsApp →
Prefer to book a time right away? Book a consultation →
Or email us about this matter.

PDF, Word, images, ZIP… max 10 MB per file, 30 MB total.

Submitting this form does not create an engagement or attorney-client relationship. Before taking on a matter we run a conflict-of-interest check, so please do not send sensitive originals until we confirm the matter together.

Contact a lawyer