Legal Q&A · Company financing

Does National Bank of Slovakia prospectus approval mean an issue is safe?

Law as at 9 August 2026

Short answer

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.

What the NBS does and does not do when approving a prospectus

In its guidance on public offers of securities, the National Bank of Slovakia defines its role precisely: when approving a prospectus, it does not assess the issuer’s financial position and has no mandate to determine whether the issuer will have enough funds to repay borrowed money and promised interest. Its role is to ensure investors have sufficient, good-quality information to assess investment risks and decide whether to invest.

Prospectus approval therefore confirms that the document meets standards of completeness, comprehensibility and consistency. It is neither a credit rating nor a recommendation.

A prospectus still has value for both sides

The absence of a guarantee does not make a prospectus pointless. The NBS also communicates the converse: securities without a published prospectus should be considered risky because the issuer lacks transparency and standard investor information is not assured.

The NBS elaborates in its supervisory benchmark on corporate bond distribution: for issues without a prospectus requirement, investors often lack important and reliable information about the issuer’s financial performance and the business plan being financed. The information in a prospectus is a clear advantage for both distributor and client compared with a bond without one.

For issuers: how approval may be used

A prospectus is a legitimate point in investor communications as a source of information, rather than a stamp of trustworthiness. The NBS considers it bad practice when a distributor markets the NBS’s approval of a particular bond’s prospectus as a quality criterion for the bond or as evidence of lower investment risk.

In practice, “full information on the issue is available in the NBS-approved prospectus” is a factual statement. “Issue approved by the National Bank of Slovakia” creates the impression of a guarantee and is wording to avoid.

For investors

If someone offers you a bond on the basis that it was “approved by the NBS”, that is a reason to check the issuer independently, rather than reassurance. The amount of information available to investors differs significantly depending on whether the issue has a prospectus. Even a prospectus, however, does not establish whether the issuer will meet its obligations.

See also wording to avoid in bond marketing and when you need a prospectus.

See the scope and process of our bond issuance service in Slovakia.

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 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.
  2. 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.
  3. 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.
  4. Can self-employed contractors, such as developers outside employment, also receive ESOP equity? In a simple joint-stock company, yes. Section 220r(1)(b) of the Commercial Code expressly covers not only employees but also individuals operating under a trade licence or other authorisation whose work for the company is protected by intellectual property rights. In a joint-stock company, the statutory shortcuts apply only to employees. In an s. r. o., contractors are accommodated through options over members' interests or phantom equity.

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

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