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. 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.
  2. 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.
  3. 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.
  4. 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.

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

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