POLAND Law and Practice Contributed by: Wojciech Trzciński, Łukasz Łyczko, Konrad Frąckowiak and Katarzyna Kaczmarzyk, PwC Legal Business Solutions
ten consent of the AIFM under the pain of nullity. The AIFM will refuse to grant such consent if the transferee does not meet the criteria of a professional client. 2.2 Regulatory Regime for Funds Regulatory Approvals Applicable to SOEIFs and CEIFs In principle, SOEIFs or CEIFs can be established with the approval of the PFSA, which is granted in the form of a decision following the completion of the relevant administrative procedures. In addition, both SOEIFs and CEIFs can only be established by the IFC, which acts as an AIFM. The IFC is a licensed entity whose activities are subject to strict supervision by the PFSA, including those related to the management of the investment funds. In the case of non-public CEIFs, the simplified pro - cedure applies and the approval of the PFSA is not required for the establishment of such a CEIF, although the PFSA must be notified of its registration. Investment Limitations Applicable to SOEIFs and CEIFs The sole business of SOEIFs and CEIFs is to invest in the categories of assets specified by the IFA. The IFA also provides for diversification requirements, which vary depending on the character of the relevant investment fund. By way of example, CEIFs may invest in transferable assets such as: • securities; • shares in limited liability companies (including com - panies with their registered office in a country other than Poland); • currencies; • money market instruments; • receivables (other than receivables from natural persons); and • real properties. The crucial diversification requirement for CEIFs is that the aggregate value of securities or financial instruments issued by a single entity, receivables from that entity, and shares in that entity may not exceed 20% of the value of the CEIF’s assets. The threshold
is higher (25%) for real properties forming the CEIF’s portfolio. Regulatory Approvals Applicable to AICs The AIFM of the AIC is required to obtain a licence from the PFSA. In the case of internally managed AICs (where there is no separate AIFM), the licence must be obtained by the AIC itself. If the total value of the investment portfolios of AICs that are externally managed by the same AIFM, and those of internally managed AICs does not exceed either EUR100 million or EUR500 million, a licence is not required and a simplified procedure of registra - tion with the PFSA applies instead, provided that the AIFM manages only companies/partnerships that do not use AIF leverage and in which participation rights may be repurchased after at least five years from their acquisition. The vast majority of AICs existing in the market are established and registered in a simplified procedure. Lack of Investment Limitations Applicable to AICs There are no statutory diversification requirements for AICs. However, the AIC’s investment policy adopted by the AIFM must specify the rules of diversification of the AIC’s portfolio. 2.3 Disclosure/Reporting Requirements AIFs are subject to a number of reporting require - ments, particularly those arising from the AIFMD and the IFA. SOEIFs are required to publish prospectuses and annual and semi-annual financial reports on their web - sites. These funds may also be required to publish periodic information on individual investment com - ponents. Non-public CEIFs are required to provide a range of information at the request of a fund par - ticipant, including annual and semi-annual financial reports and – if provided for in their statutes – informa - tion on individual investment components. Offering Documents When selling participation units of SOEIFs, issuing investment certificates of CEIFs and introducing AICs to trading on Polish territory, the AIFM is obliged to
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