Shares, bonds and financing · Slovakia
Is this already a public offer?
You are issuing bonds and relying on your offer being private. The National Bank of Slovakia assesses a communication by its content, not its heading, and three details are enough for it to identify a public offer: the type of security, the issuer and the price or return. We review your materials, website and investor outreach and tell you clearly which regime applies — while there is still time to make changes.
- Fixed price and a clear deliverable
- Usually within 5 working days
- Lawyer admitted to both the Slovak and Czech Bars
What we'll do for you
The assessment has a fixed price and a defined deliverable. It answers questions about your actual materials, rather than providing a general opinion on the legislation.
Select an item to see the details.
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Public offer test
We test your materials against the three elements the National Bank of Slovakia considers sufficient — type of security, issuer, and price or return. This includes information apparent from context or a linked page.
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Checking the exemption
If you rely on an exemption for qualified investors, an audience of up to 149 persons or the denomination of the securities, we check whether it is being used as the regulator expects, including how it is expressed in the materials.
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Website and access to issue terms
The most common place where an exemption is lost. We examine what is publicly available on the website, how the issue terms can be accessed and whether this triggers the regime you intend to avoid.
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Investor communications and marketing
We review the presentation, emails and advertising against the rules for promoting bonds, including wording that is impermissible and that the regulator can prohibit.
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A written opinion with a conclusion
A clear, reasoned answer identifying the applicable regime. A conclusion you can rely on in making decisions, rather than an answer that merely says it depends on the circumstances.
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A list of changes
Specific changes, identifying the document, page and sentence. If a prospectus is needed, you also receive the scope and timetable for the work involved.
Deliverablea written opinion with a clear conclusion and a specific list of changes to texts, the website and the investor outreach process
How it works
Does this process fit your matter? Describe it to the attorney →
- Send the documentsday 0
The issue terms, investor communications, website link and a description of your target investors. If any of these do not yet exist, tell us what you plan.
- We confirm scope and pricewithin 24 h
We confirm a fixed price and completion date based on the volume of materials. Work begins only after that.
- Assessmentusually within 5 working days
We review the materials, website and outreach process and prepare an opinion with a conclusion and list of changes.
- We discuss the result
A short call to explain what the result means for the timetable, budget and next steps. If necessary, we continue with preparation of the issue or prospectus.
Most Slovak bond issues rely on an exemption. The offer targets qualified investors or a small circle of acquaintances, or has a high denomination, so the issuer does not go through prospectus approval. There is nothing wrong with that; the regulatory framework allows it.
The difficulty is that an exemption is established by how the entire process is organised, not by a declaration — and the threshold for a public offer is lower than most issuers assume. For the National Bank of Slovakia, it is sufficient for a communication to identify the type of security, the issuer and the price or return; the issuer may be apparent from context and the price may be indicated indirectly. The content matters, not the heading. Calling something a ‘private offer’ changes nothing, and a term not recognised by law is not a legal regime.
The exemption is most often lost on the website. The issuer chooses its own website to make the issue terms available, as the law expressly permits — and the regulator concludes that a public offer has arisen because the terms are readily accessible to a wider audience. Compliance with one obligation can thus remove an exemption from another.
That is why we offer this assessment as a separate, focused and prompt service. We review your issue terms, investor communications, website and investor outreach and give you a clear answer with a specific list of changes. The result addresses your actual materials rather than providing a general opinion on the law. If the assessment shows that a prospectus is required, you immediately receive the scope, timetable and price for the work involved.
No-obligation enquiry
Ready to start?
Send us an enquiry. We reply within 24 hours with a price confirmation and next steps. The first 30-minute consultation is free and commits you to nothing.
- 1Send your enquiry via this form
- 2Within 24 h you get a price confirmation and plan
- 3We start work only after your approval
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Prefer to book a time right away? Book a consultation →
Or email us about this matter.
What clients ask
Didn’t find your question? Ask us directly →
Why address this if our materials say the offer is private?
Because that is not enough. The regulator assesses a communication by its substance and content — a different formal label is not decisive, and a disclaimer alone changes nothing. The term 'private offer' is not even recognised by the legislation; it is a label introduced by issuers.
What exactly will we receive?
A written opinion with a clear conclusion identifying your regime, together with a specific list of changes by document, page and sentence. If the assessment finds that a prospectus is required, you also receive the scope of work, timetable and price for preparing it.
The issue is already underway. Is it still worth addressing?
Yes, and usually more so than before. Some problems can be remedied by changing the website, withdrawing materials or changing the outreach process — and the sooner this happens, the better the issuer's position. We also explain what cannot be remedied and the implications.
Do you assess offers of securities other than bonds?
Yes. The public offer test is the same for shares, bonds and other transferable securities. Shares and ownership interests often raise a second question, however — whether the structure constitutes collective investment. We address that through our investment structure review.
We are based in the Czech Republic and also offer securities in Slovakia. Can you assess this?
Yes. The prospectus framework is European, but thresholds and interpretation differ between Member States — the Slovak threshold is five million euros and the main European threshold is twelve million. If you offer in both countries, we review both sides from one firm.
Does a finding that this is a public offer automatically mean a prospectus is required?
No. Whether it is a public offer is the first question; the prospectus requirement is the second and depends on volume and any applicable exemption. When relying on the volume-based exemption under § 120(2) of Act No. 566/2001 Z. z., subsection (3) requires a document to be submitted to the National Bank of Slovakia and made publicly available. This obligation does not automatically extend to every other prospectus exemption; we determine the remaining obligations based on the specific offer.
Legal Q&A
Common questions on this topic
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What is a bond issue agent, and can an issuer manage without one?
An issue agent handles an issuer's dealings with the central depository, from obtaining an ISIN to registering the issue. It is usually a depository participant or an investment firm authorised by the NBS. The Bonds Act does not require this role: the issuer bears the duties and can fulfil them directly for a smaller issue. However, licensed partners are necessary when selling bonds to investors.
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We raise money from investors for projects. When is this unauthorised collective investment?
The assessment considers joint investment under a defined investment policy for investors' benefit and whether their returns depend on the acquired assets. Legal form is not decisive in itself. The activity must be authorised or comply with a special statutory regime; registration as a sub-threshold manager is subject to asset-volume and distribution restrictions. Fixed-interest financing of the company's own operations is generally not collective investment, but it still carries default risk and is subject to other rules.
Read the answer -
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.
Read the answer
Further reading
MiCA CASP authorisation: preparing your application to NBS
Crypto-asset services in the EU require CASP authorisation, and Slovakia’s transitional period for former crypto trade licences ended on 30 December 2025. Delegated Regulation (EU) 2025/305 defines the NBS application requirements, and subsequent changes restart assessment.
Read more →
NBS scrutinised corporate bond sales: what distributor inspections revealed
Corporate bonds commonly enter Slovak retail investors’ portfolios. NBS issued a distribution benchmark and found full implementation at only one of nine distributors inspected. Implications for issuers and sellers.
Read more →
Listing Act from 5 June 2026: what changes for Slovak issuers and what does not
European prospectus rules change from 5 June 2026. Slovakia’s EUR 5 million threshold remains, however, making some headlines about EUR 12 million misleading for Slovak businesses. What actually changes.
Read more →