POLAND Law and Practice Contributed by: Rafał Celej, Arkadiusz Klejnowski and Karolina Piotrowska-Andryszczyk, Kondracki Celej
tive Investment Funds ( Ustawa o funduszach inwestycyjnych i zarządzaniu alternatywnymi funduszami inwestycyjnymi ), and supervised by the Polish Financial Supervision Authority (KNF), provides a relatively flexible framework for VC activities. Depending on the size, complexity and invest - ment strategy, an ASI may be structured in one of two forms: • an internally managed ASI, where the VC fund itself assumes responsibility for portfolio management and risk supervision; or • an externally managed ASI, where a licensed or registered general partner performs man - agement services. In practice, the vast majority of Polish VC funds operate as externally managed ASIs below the regulatory threshold of EUR100 million in assets under management, thus benefiting from a light - er regulatory regime. In such cases, the general partner is only subject to registration with the KNF, rather than having to undergo full authori - sation. Should the assets of the fund under man - agement exceed EUR100 million (with leverage) or EUR500 million (without), requirements for full licensing and extended supervision of the KNF apply – although this remains rare in the Polish VC segment. Fund vehicles are typically structured as lim - ited liability companies ( spółka z ograniczoną odpowiedzialnością ) or limited joint-stock part - nerships ( spółka komandytowo-akcyjna ). The operation and governance of a Polish VC fund are typically defined by two key legal docu - ments:
• a limited partnership agreement (LPA), signed among the limited partners, general partner and the fund – covering capital commitments, governance, fees and rights. This document is private and not subject to public disclosure; and • the Articles of Association or statutes (AoA), which are filed with the National Court Regis - ter (KRS) and provide the formal legal frame - work for the fund entity. Decision-making authority typically resides with the general partner, which holds final respon - sibility for investment and fund management decisions. An investment committee – appointed from among the limited partners – often plays an advisory or consultative role in evaluating poten - tial transactions or exits. Corporate governance provisions – including veto rights, investment thresholds and conflicts policies – are typically reflected in the LPA. While the majority of VC funds targeting the Pol - ish market continue to be domiciled locally, there is an observable and growing trend towards establishing fund structures in international jurisdictions such as Luxembourg or the Neth - erlands. This shift is particularly evident among vehicles with cross-border investment strate - gies or those aiming to attract significant com - mitments from institutional limited partners (LPs) such as the European Investment Fund (EIF). 2.2 Fund Economics Polish VC funds follow international norms in fund economics, with “2 and 20” model being the market standard.
434 CHAMBERS.COM
Powered by FlippingBook