POLAND Law and Practice Contributed by: Wojciech Trzciński, Łukasz Łyczko, Konrad Frąckowiak and Katarzyna Kaczmarzyk, PwC Legal Business Solutions
PwC Legal Business Solutions Polna 11 00-633 Warsaw Poland Tel: +48 22 746 40 00 Email: dominika.korzeniowska@pwc.com Web: www.pwc.pl/en
1. General 1.1 General Overview of Jurisdiction Alternative Investments Funds in Poland
and sustainability aspects are gaining importance due to the upcoming revision of the Sustainable Finance Disclosure Regulation (SFDR, scheduled for the fourth quarter of 2025), while regulations such as Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence and amending Regula - tions (EC) No 300/2008, (EU) No 167/2013, (EU) No 168/2013, (EU) 2018/858, (EU) 2018/1139 and (EU) 2019/2144 and Directives 2014/90/EU, (EU) 2016/797 and (EU) 2020/1828 (the “EU AI Act”) and Regula - tion (EU) 2022/2554 (known as the Digital Operational Resilience Act, or DORA) are impacting financial insti - tutions using AI systems and information and commu - nications technology (ICT) security standards. Changes in AML laws due to the AML Package will also be a significant topic in relation to AIFs’ compli - ance efforts (see 4.13 Anticipated Changes for Inves- tors ). More detailed explanations in this respect are presented in the subsequent parts of this guide. 2. Funds 2.1 Types of Alternative Funds and Structures Polish law ‒ namely, the Act of 27 May 2004 on Invest - ment Funds and Management of Alternative Invest - ment Funds (IFA) – provides for the following types of AIFs: • specialised open-end investment funds (SOEIFs); • closed-end investment funds (CEIFs); and • alternative investment companies (AICs).
Alternative investment funds (AIFs) were defined in the Polish legal system in 2016 as a result of the imple - mentation of EU Directive No 2011/61/EU on Alterna - tive Investment Fund Managers (AIFMD). However, the vehicles that are now classified as AIFs (eg, closed- end investment funds) existed much earlier. Polish AIF Market Regarding AIFs, Poland is well developed in terms of the legal framework, regulatory oversight and avail - ability of related services (including, in particular, management company offerings). As a result, Polish AIFs are used by international and domestic inves - tors seeking flexible solutions to meet their specific needs. It is also important to note that Polish regula - tions allow for the establishment of AIFs dedicated to a limited number of investors (business partners, members of one family, and entities within the same capital group). By way of example, Polish high net worth individuals/ family businesses choose AIFs not only as investment vehicles or holding entities, but also for succession planning purposes. Foreign investors use Polish AIFs as holding vehicles for their investments, but also as efficient financing entities for intra-group purposes. 1.2 Key Trends Key legal and regulatory trends in the Polish AIF mar - ket include increased transparency, stricter reporting requirements and enhanced investor protection. ESG
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