According to the definition set out in Article 8a of the Act on Investment Funds and the Management of Alternative Investment Funds, an AIF is an alternative investment fund other than a specialised open-ended investment fund or a closed-ended investment fund.
Pursuant to Article 8a(2), an alternative investment fund may operate in the form of:
The sole purpose of an AIF (Alternative Investment Fund) is to raise assets from multiple investors in order to invest them in the interest of those investors, in accordance with a defined investment policy.
According to the definition set out in Article 8b of the Act on Investment Funds and the Management of Alternative Investment Funds, an AIFM manages an alternative investment fund, including at least the fund’s investment portfolio and its risk.
An AIFM may only be:
Pursuant to Article 70e of the Investment Funds Act, the sole business activity of an AIFM may be the management of an AIF, including the marketing of that fund.
The activity of an AIFM does not require obtaining a license from the regulator and may be carried out on the basis of registration in the register of AIFMs, provided that the total value of the assets included in the investment portfolios of alternative investment funds that the AIFM intends to manage or is managing does not exceed the equivalent in PLN of EUR 100 million, or, in the case where the AIFM manages only funds that do not use leverage and where participation rights can be redeemed no earlier than 5 years after acquisition, the equivalent of EUR 500 million.
The AIFM entity must be established as a limited liability company or a joint-stock company, whose sole business activity is the management of an Alternative Investment Fund (AIF).
Filing an application for the registration of the AIFM with the competent Commercial Division of the National Court Register (KRS) and obtaining entry in the Registration Court.
Defining the investment policy of an AIF consists of setting the investment objective and the methods of achieving it while at the same time mitigating investment risk. The investment strategy specifies the types of assets, the criteria for their selection, the principles of diversification, and the investment restrictions within the pursued objective.
Establishment of a limited partnership or a limited joint-stock partnership that will operate as an AIF, where the main provisions of the AIF’s Investment Policy and Strategy will be included in the partnership agreement or the articles of association of the AIF.
The application must also include the wording of the AIF’s partnership agreement or articles of association, and during the proceedings before the KNF, the AIF must remain a company in organization.
Obtaining entry in the register of Alternative Investment Fund Managers (AIFMs) with the KNF requires meeting a number of formal requirements set out in the Act on Investment Funds and the Management of Alternative Investment Funds. The process involves submitting a complete application, which includes, among other things, the articles of association or partnership agreement of the applicant and the AIF, an excerpt from the National Court Register (KRS), personal data and criminal record certificates from the National Criminal Register of the persons responsible for management activities. The application must also include a description of the AIF’s investment policy and strategy, the planned value of assets, and information about investors, their contributions, and sources of financing. Once the documentation has been verified and the formal requirements have been met, the KNF decides on the registration, thereby enabling the AIFM to commence its activities.
Once entered in the register of Alternative Investment Fund Managers (AIFMs), the manager acquires the right to conduct activities in the field of managing AIFs in accordance with the applicable regulations. The manager is obliged to comply with the duties arising from the Act on Investment Funds and the Management of Alternative Investment Funds, as well as other regulations. This includes, among others, regular reporting to the KNF, conducting activities in line with the approved investment policy and strategy, maintaining defined risk management standards, and adhering to investor protection rules.
In addition, the manager must monitor and report changes in the AIF’s activities, such as amendments to the articles of association, changes in the management structure, investment policy, or investor composition. In the event of non-compliance with obligations, the manager may be subject to administrative sanctions, including removal from the register. It is also important to fulfill obligations related to the protection of investors’ interests and to adhere to professional ethical standards.
Importantly, the six-month deadline provided in the Commercial Companies Code for filing an application to register an AIF in the National Court Register (KRS) is extended by the duration of the proceedings concerning the entry of the AIFM in the regulatory register.
Defining the investment policy of an AIF consists of setting the investment objective and the methods of achieving it while at the same time mitigating investment risk. The investment strategy specifies the types of assets, the criteria for their selection, the principles of diversification, and the investment restrictions within the pursued objective.
The main provisions of the AIF’s Investment Policy and Strategy will be included in the articles of association or partnership agreement of the internally managed AIF.
The application must also include the wording of the articles of association or partnership agreement of the AIFM, which must remain a company in organization during the proceedings before the KNF.
Once entered in the register of Alternative Investment Fund Managers (AIFMs), the manager acquires the right to conduct activities in the field of managing AIFs in accordance with the applicable regulations. The manager is obliged to comply with the duties arising from the Act on Investment Funds and the Management of Alternative Investment Funds, as well as other regulations. This includes, among others, regular reporting to the KNF, conducting activities in line with the approved investment policy and strategy, maintaining defined risk management standards, and adhering to investor protection rules.
In addition, the manager must monitor and report changes in the AIF’s activities, such as amendments to the articles of association, changes in the management structure, investment policy, or investor composition. In the event of non-compliance with obligations, the manager may be subject to administrative sanctions, including removal from the register. It is also important to fulfill obligations related to the protection of investors’ interests and to adhere to professional ethical standards.
Importantly, the six-month deadline provided in the Commercial Companies Code for filing an application to register the AIFM in the National Court Register (KRS) is extended by the duration of the proceedings concerning the entry of the AIFM in the KNF register.
The Regulation of the Minister of Development and Finance of 9 December 2016 on supplementing the disclosure obligations of alternative investment fund managers sets out the disclosure obligations, among others, for AIFMs operating on the basis of registration in the AIFM register maintained by the KNF.
Pursuant to § 3(1), and taking into account the exemptions for AIFMs operating on the basis of registration provided for in § 3(9), an AIFM is required to submit to the Commission information covering:
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Pursuant to Article 70zb(4) of the Act of 27 May 2004 on Investment Funds and the Management of Alternative Investment Funds, the following provisions do not apply to an AIFM who carries out the activity specified in Article 70e(1) — i.e. management of an alternative investment fund without a KNF licence — after being entered into the register of AIFMs:
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An Alternative Investment Fund (AIF) is an entity that collects financial resources from investors for the purpose of investing them in accordance with a defined investment policy. An AIF may be managed internally through its own organizational structure or externally by specialized entities, and its activities are regulated by the Investment Funds Act.
An Alternative Investment Fund (AIF) may operate as a joint-stock company, a limited liability company, a limited joint-stock partnership, a limited partnership, or a European company (SE). The AIF manager may take the form of a joint-stock company, a limited liability company, a European company, or another entity that meets the legal requirements, depending on the form and nature of the management.
The application must be accompanied by the articles of association or partnership agreement of the AIF, an extract from the National Court Register (KRS), a description of the investment policy and investment strategy, personal data of the management board and supervisory board members, an extract from the National Criminal Register, as well as other documents required under the Investment Funds Act, which provide detailed information on the structure, objectives, and business plans of the AIF.
The registration of an AIF with the Polish Financial Supervision Authority (KNF) consists of submitting a complete set of documents and undergoing a formal verification process. The KNF reviews the compliance of the documentation with applicable regulations, including the accuracy of the AIF’s business description, the completeness of the annexes, and the fulfillment of formal requirements regarding the management board and investors.
After registration, an AIF must operate in line with the approved investment policy, submit the required reports to the KNF, and comply with regulations concerning risk management and the protection of investors’ interests. In addition, it is obliged to update the register in the event of any changes in its structure or activities.
An AIF may manage its assets independently if it operates as an internally managed fund. In this case, management is carried out through the company’s own organizational structure. Alternatively, the AIF may use the services of an external manager, who must also be registered with the KNF.
Investors in an AIF may only be professional clients, in accordance with the law. Restrictions may also apply to the transferability of participation rights in the AIF, aimed at ensuring compliance with the investment policy and safeguarding the interests of investors.
The most common mistakes include missing required documents, incomplete information in the description of the investment policy, errors in the personal data of management board members, and inconsistencies between the business description and the requirements of the law. These issues may lead to delays in the registration process or rejection of the application.
Yes, it is possible to submit applications simultaneously for entry into the EuSEF or EuVECA managers’ register, which allows an AIF to expand its activities within the framework of European investment fund regulations.
The description of an AIF’s activities must comply with the requirements of the law, including the specification of investment objectives, types of assets, and investment strategies. In addition, it must include the appropriate PKD (Polish Classification of Activities) codes relevant to fund management, such as 66.30.Z.
Documents may be submitted in written or electronic form, in accordance with the provisions of the Code of Administrative Procedure. Electronic submissions must comply with the regulations on electronic signatures and service of documents.
The investment objectives of an AIF must be precisely defined in the documentation, together with the methods of achieving them and the rules for risk mitigation. This description should specify the types of assets the AIF intends to invest in, as well as the criteria for selecting investments.
An investment committee is not mandatory, but if it is established, its members must meet the qualification requirements, and their personal data must be included in the registration application documentation.
Persons managing an AIF must have appropriate professional qualifications and must not have been convicted of economic crimes. They are also required to provide extracts from the National Criminal Register.
An AIF’s investment policy must include information on the types of assets, the rules for their selection, diversification of investments, and investment risks. It must also indicate the methods of risk mitigation and the percentage allocation across categories of investments.
An AIF’s portfolio may include a variety of assets, such as securities, real estate, or other property rights, in line with the adopted investment policy and applicable legal regulations.
An AIF may use financial leverage, but in such a case it is subject to more stringent regulations concerning asset value limits and risk management rules.
Changing the manager of an AIF is possible, but it requires the appropriate updates in the register as well as amendments to the AIF’s articles of association or partnership agreement in accordance with the law?
The fees for registering an AIF are set out in the KNF regulation and depend on the nature of the AIF’s activities, the scope of the submitted documentation, and other administrative factors.
Yes, an AIF is subject to regular audits aimed at verifying compliance of its activities with the investment policy, legal regulations, and the interests of investors. These audits may be carried out by external auditors or by the KNF.