AIFM passporting in Poland

1. EEA AIFMs

In March 2016 the AIFMD was implemented into Polish law and it came into force at the beginning of June that year.

Since the implementation of AIFMD in Poland, AIFMD provisions on exemptions, general arrangements for business activity, depositaries, leverage, transparency and supervision apply to certain entities.

Under Polish law several types of entities can be recognized as AIFs, i.e. (a) a specialized open-end investment fund (“SFIO”), (b) a closed-end investment fund (“FIZ”) and (c) an alternative investment company (“ASI”), i.e. a limited liability company, a joint-stock company or a European company; or a limited partnership or limited joint-stock partnership (where the only general partner is a limited liability company, a joint-stock company or a European company) , if their only business activity (subject to exceptions) is the collection of assets from investors for the purpose of investing them for those investors and in accordance with their investment policy.

The SFIO and the FIZ are managed by the Investment Fund Company (“TFI”), whereas the ASI is managed by the ASI Manager (“ZASI”) (hereinafter together as “AIFMs”). These entities are required to hold a permit issued by the Polish Financial Supervision Authority (“PFSA”) or to be registered in the AIFMs register depending on the value of assets under the management (except for TFIs, which are always required to hold a permit to manage the SFIO or FIZ). What is more, AIFMs can transfer the management obligations to the AFIMs from the Member State under the management agreement.

EEA AIFs can be admitted to trading in Poland among professional and, under certain circumstances, individual investors. EEA AIFMs may introduce EEA AIFs managed by them to trading in Poland upon a notification served on the PFSA. This notification must be provided by the EEA AIFMs home State competent authority and it must include EEA AIF internal regulations and a letter of confirmation stating that the EEA AIFM is authorized to manage EEA AIFs.

2. Pre-marketing by EEA AIFMs

EEA AIFMs may commence pre-marketing of AIFs which are not yet established or established but not yet notified for marketing in accordance with the procedure described above, to potential professional investors in Poland, provided that the PFSA receives a pre-marketing notification within 2 weeks from the starting date of pre-marketing activities. 

The information provided to potential professional investors as part of the pre-marketing activity cannot: (i) constitute a sufficient basis to enable potential investors to commit to the acquisition of participation rights of the EEA AIF, (ii) take the form of a subscription form for participation rights of the EEA AIF or similar documents, including their drafts, or (iii) present the final form of the articles of association or other incorporation document or prospectus, or other offer document of the EEA AIF that has not yet been established.

In case that an investor acquires the participation rights of the EEA AIF within 18 months of the commencement of pre-marketing activities, the above-mentioned notification procedure for marketing is triggered.”

3. Third country AIFMs

Currently, Polish regulations do not allow third country AIFMs to operate in the territory of Poland. 

4. Fees

Poland does not charge any application fees for passporting notifications, however, certain fees might be charged subject to secondary legislation on the costs of capital market supervision.

In particular, there is a fee of EUR 4,500 for the PFSA permit granted to the AIFM as well as a fee of EUR 2,000 for registration in the register maintained by the PFSA.