POLAND Law and Practice Contributed by: Wojciech Trzciński, Łukasz Łyczko, Konrad Frąckowiak and Katarzyna Kaczmarzyk, PwC Legal Business Solutions
3.2 Legal Structures Used by Managers SOEIFs and CEIFs SOEIFs and CEIFs may only be established and man - aged by the IFC, which is a specialised entity engaged in the management of investment funds and also holds a licence issued by the PFSA. The IFC can only be established as a Polish joint stock company. The IFC itself is not a participant in the fund. As a rule, IFCs manage several public and non-public funds with different portfolios aimed at different types of investors. In the case of non-public CEIFs dedi - cated to a narrow group of investors, Polish IFCs are prepared to offer tailor-made solutions. Notably, with regard to the management of the entrusted assets, the statutes of the CEIF may provide that the approval of the investors is required for investment decisions of a certain type or value. In practice, the rules of co- operation between the IFC and the investors are also set out in the separate agreement. AICs AICs are established directly by their investors (an internally managed AIC) or by the investors and the AIFM of AICs (an externally managed AIC). An internally managed AIC operates as a limited liabil - ity company, a joint stock company or a European company. In such a case, the AIC is also the AIFM – there is no separate entity acting as the AIFM and the AIC is managed by its management board, which is usually appointed by the investors. If the AIC in question is an externally managed AIC, it operates in the form of a limited partnership or a limited joint stock partnership, in which the sole gen - eral partner is a limited liability company, a joint stock company or a European company. In this case, the investors are the limited partners/shareholders of the AIC and the management of the AIC is carried out by the AIFM, which is a separate company acting as the general partner of the AIC. The AIFM of an externally managed AIC may operate as a limited liability com - pany, a joint stock limited company or a European company.
specific regulations to maintain securities accounts) or a custodian bank. Entity Keeping Shareholder Register AICs operating in the form of joint stock or limited joint stock partnerships are obliged to maintain a share - holder register, which can only be maintained by spe - cialised entities (eg, entities authorised under Polish- specific regulations to maintain securities accounts or notaries conducting business in Polish territory). Employment of Licensed Investment Advisers As a general rule, an IFC must employ at least two investment advisers and one stockbroker. A licensed AIC manager should employ at least one investment adviser. In Poland, investment advisers and stock - brokers are the regulated professions on the financial market. The right to practise as an investment adviser or stockbroker in Poland is granted to persons entered on the list of investment advisers and brokers, respec - tively. 2.10 Anticipated Changes for Funds The proposed amendments to Polish law would elimi - nate the requirement for non-public CEIFs to appoint issuance agents. Another proposed amendment intro - duces a new category of loan fund authorised to grant loans, while restricting other types of CEIFs to lending no more than 20% of their net assets.
3. Fund Managers 3.1 Origin of Promoters/Sponsors of Alternative Funds
As there are no specific limitations on the origin of investors/sponsors of AIFs in Poland (other than those relating to AML/KYC regulations), the inves - tors/sponsors can come from a variety of countries. Polish investors are generally the most common, but there are some temporary trends in terms of the geo - graphical origin of international investors, related to the changing network of double tax treaties, to a cer - tain extent.
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