POLAND Law and Practice Contributed by: Wojciech Trzciński, Łukasz Łyczko, Konrad Frąckowiak and Katarzyna Kaczmarzyk, PwC Legal Business Solutions
Polish SOEIFs and CEIFs are a separate category of legal entities in Poland. Their establishment, opera - tions and liquidation are regulated under the IFA. Both can be established and managed solely by the Invest - ment Fund Company (IFC), which must hold a licence issued by the Polish Financial Supervisory Authority (PFSA). SOEIFs and CEIFs are subject to registration in the register of investment funds kept by the Region - al Court in Warsaw. SOEIFs SOEIFs are a type of open-end investment fund, but to some extent are similar to the closed-end investment fund – for example, SOEIFs may apply less restric - tive rules regarding the diversification of their invest - ments. Participation in SOEIFs may be limited to a selected group of investors (eg, certain institutions), as the SOEIF’s statute shall provide that its partici - pants may be entities specified in the statute or those who meet detailed conditions indicated therein. The participation units in SOEIFs are not transferable and are not recognised as securities under the Polish law. SOEIFs are obliged to redeem the participation units at any time at the request of the investor, but it is also possible to stipulate in the statute that the redemption will only take place on a certain date. CEIFs In a CEIF, the investor acquires not participation units but investment certificates that are transferable secu - rities under Polish law. This means that an investor interested in participating in a CEIF may subscribe to investment certificates at the time of the initial or subsequent issue of such certificates or purchase them from the existing CEIF participant. The invest - ment certificates may also be admitted to trading on a regulated market or to an alternative trading system, if the statute of the CEIF so provides. It is important to note that, in the case of CEIFs, the option to exit the investment by redemption of the investment certificates is only allowed in the cas - es specified in the CEIF’s statute. The statute of a CEIF must include the procedure and conditions for redemption of investment certificates, as well as the deadlines and manner of announcing the redemption of certificates. In the case of non-public CEIFs, the
transferability of the investment certificates may be restricted to a certain extent, but cannot be excluded. AICs An AIC can be set up as: • a commercial company such as a limited liability company, a joint stock company or a European company; or • a partnership (limited partnership, or limited joint stock partnership in which the sole general partner is a limited liability company, a joint stock company or a European company). With the exception of European companies, the rules of operation of the above-mentioned entities are reg - ulated by the Polish Commercial Code (with certain modifications provided for in the IFA), and they are registered with the Polish Commercial Register. If the AIC is a limited liability company, a joint stock company or a European company, it is a so-called internally managed AIC. Funds are placed by inves - tors in an internally managed AIC and are then man - aged by such AIC; there is no separate AIF manager (AIFM). If the AIC is a partnership, it is a so-called externally managed AIC. Funds are then invested in the partner - ship, while the partnership is managed by its general partner, which is a separate limited liability company, joint stock company or European company. AICs are established directly by their investors (an internally managed AIC) or by the investors and an AIFM (an externally managed AIC). AICs must be established as AIFs. It is not possible for an already operating legal entity to obtain AIF status at a later date. As a rule, investors in AICs should meet the criteria of a professional client. A natural person may be deemed a professional client if the value of their contribution to the AIC is no less than the Polish zloty equivalent of EUR60,000. In most cases, the transfer of the participation rights in an AIC or rights arising from them requires the writ -
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