POLAND Law and Practice Contributed by: Wojciech Trzciński, Łukasz Łyczko, Konrad Frąckowiak and Katarzyna Kaczmarzyk, PwC Legal Business Solutions
• employ a sufficient number of staff with the skills and knowledge (including specialist knowledge) necessary to properly perform the tasks delegated to it; and • have an appropriate organisational structure to support the performance of the tasks delegated. Sufficient supervision should be ensured when entrusting such activities. The AIFM, its auditors and the competent authorities should have effective access to data related to delegated functions and to the business premises of the person to whom the per - formance of the function has been delegated. Such delegation could not lead to any conflict of interests. Importantly, the delegation of activities may not lead to the cessation of the actual management of the AIF by the AIFM. Outsourcing Agreement Concluding an outsourcing agreement imposes infor - mation obligations to the PFSA. The AIFM should immediately inform the PFSA of the intention to con - clude an outsourcing agreement, and of the inten - tion to change its scope, and then provide the PFSA with information about the conclusion, change of the scope, and termination of the agreement with the insourcer. The outsourcing agreement ‒ the subject of which is the commission to manage the investment portfolio of the AIF or its part, or the risk management – may be concluded by the AIFM only with an entity subject to the supervision of the competent authority over the capital market and authorised to manage portfolios. It is worth adding that the conclusion by the AIFM of such outsourcing agreement with an entity other than the aforementioned regulated insourcer requires the consent of the PFSA. 3.8 Local Substance Requirements See 2.8 Local/Presence Requirements for Funds . Equity Levels The minimum level of equity to be maintained by the IFC (which is the AIFM for SOEIFs and CEIFs) is equivalent to EUR125,000 or EUR730,000 expressed in Polish zloty where the IFC manages portfolios of
financial instruments. The IFC is also required to main - tain separate equity levels set out in the IFA, which vary according to the results and value of the assets under management. For a licensed AIFM of an externally managed AIC, the minimum equity to be maintained is equivalent to EUR125,000, and for an internally managed AIC it is equivalent to EUR300,000 expressed in Polish zloty. As in the case of IFCs, the separate equity level requirements set out in the IFA must be met. 3.9 Change of Control In the case of the IFC (which is the AIMF for SOEIFs and CEIFs), the notification procedures apply if the relevant entity intends to acquire a shareholding (or voting rights) of more than 10%, 20%, one third or 50% in the IFC. The same applies to the anticipated acquisition of direct or indirect control of the IFC. This will also apply if two or more entities act in concert when acquiring or taking up shares or rights attached to shares of the IFC. The PFSA is entitled to object to the intended change in shareholding/dominance over the IFC. The licensed AIFM of the AIC must notify the PFSA of significant changes in its shareholder structure. The PFSA may take special measures, such as prohibit - ing the acquirer of the AIFM’s shares from exercising voting rights, if the change of control could lead to instability in the management of the AIC. 3.10 AI and Use of Data The EU AI Act entered into force on 1 August 2024. Prohibitions on banned AI systems become applica - ble from 2 February 2025 and requirements for pro - viders of General-Purpose AI (GPAI) came into effect from 2 August 2025, but the majority of its other provi - sions, including those for high-risk systems, will apply from 2 August 2026. The EU AI Act primarily concerns providers, importers, distributors and users of AI, not - withstanding the legal form of the entity or the type of services provided. This means that, depending on the scope of activities conducted by the AIFM and the purposes of the AI tools/applications implemented in/ used by the AIFM, there may be several compliance obligations imposed on the AIFM.
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