Alternative investment companies
Alternative Investment Companies and Alternative Investment Company Managers (ASI and ZASI)
On 4 June 2016, pursuant to the Amending Act (implementing Directive 2011/61/EU), the Law on Investment Funds was amended. The Amending Act introduced significant restrictions on the freedom of business to raise capital from a number of investors with a view to investing that capital in accordance with a defined investment policy for the benefit of those investors (hereinafter “Investment Business”).
Until 4 June 2016, the operations of commercial companies that carried out Investment Business other than in the form of an investment fund were conducted on a general basis, meaning that such activities were not regulated.
As of 4 June 2016, Investment Business can only be carried out by:
- Open-ended Investment Funds (OFIs) (UCITS- Undertakings For The Collective Investment Of Transferable Securities);
- Alternative Investment Funds (AIFs), which include Specialised Open Investment Funds (SFIOs), Closed-end Investment Funds (FIZs), Alternative Investment Companies (ASIs).
The conduct of Investment Activities by entities not listed above is prohibited and subject to criminal liability under Articles 287 and 295 of the Funds Act.
Our team has specialised in legal services for Alternative Investment Companies. As of 7 March 2023, out of 355 managers of Alternative Investment Companies (ZASIs) in Poland, 47 were established with our assistance. Among these 47 ZASIs:
- 35 were managed internally and 12 externally.
- 4 were Bridge Alpha funds.
- 1 was a PFR fund.
- Of the 35 in-house managers, 4 were public companies.
- Of the 12 external managers, four managed limited partnerships and eight managed limited joint-stock partnerships.
Our experience in rendering legal services to Alternative Investment Companies , and in particular the legal problems faced by this type of entity, has allowed us to create a dedicated proposal which, both in terms of price and quality of services provided, is, in our opinion, very competitive. The scope of the proposal includes the following tasks:
- Representation before the PFSA on entry into the register of ASI managers, including assistance in fulfilling disclosure requirement with the ESPI system.
- Development of all procedures and ASI corporate documents, that is:
- company articles of associations/statutes (ZASI and ASI),
- investment policies and strategies,
- investor/client categorisation procedures,
- AML procedures,
- GDPR policy,
- conflict of interest management policy.
- Legal services for each investment, that is.: tailoring the transaction documentation to the Investment in question.
- Providing corporate legal services to draft resolutions of ASI bodies (including the investment committee).
- Providing legal advice in the area of the correctness of the ASI’s performance of the agreement with the public investor (NCF, PFR, NCBR, PARP).
- Providing legal advice on the possible ASI’s exit from the Investment, in particular when listing the shares on the NewConnect alternative trading system.
- ASI VAT advice.
- Providing legal advice and legal opinions on other commissioned matters.
Whereas, drawing on our experience, we are able to estimate the amount of work required for ASI, our Firm can render ongoing legal services in the above scope , at a flat monthly fee, the amount of which depends on the number of planned investments.
As a result of the positive tax ruling issued for the Firm, we apply VAT exemption to the legal services provided to ZASI and directly related to the management of ASI, in other words we do not charge this tax to our clients.
Training
Market report
The Firm thoroughly examined the structure of the ASI and ZASI market in Poland based on the register maintained by the Polish Financial Supervision Authority.
In the video below, we provide detailed data on such issues as the number of entities, by the type of legal form under which internal and external managers operate, or by the place of residence of internal and external managers.
Specializations associated with this service