Alternative Funds 2026 Comparisons

Poland has a well-developed legal and regulatory framework for alternative investment funds (AIFs) and a rapidly growing domestic private markets sector, particularly in venture capital and private equity. Polish AIF structures are used by both domestic and international investors, and may also be established for a limited group of investors, including institutional investors, family businesses and high net worth investors.

The Polish regulatory framework recognises several forms of alternative investment fund, including specialised open-ended investment funds, closed-ended investment funds and alternative investment companies (alternatywne spółki inwestycyjne, or ASI). In practice, ASI are particularly important in the venture capital and private equity segment. Their flexible corporate and partnership structures, together with the simplified registration regime available to sub-threshold managers, make them suitable for investments in non-public companies and other private market assets.

The ASI segment has grown rapidly in recent years. At the end of 2025, assets under management by ASI managers (Zarządzający Alternatywną Spółką Inwestycyjną, or ZASI) amounted to PLN17 billion, compared with PLN12.77 billion at the end of 2024, representing year-on-year growth of approximately 33%. The market remains overwhelmingly registration-based, with more than 300 managers operating under the registration regime and only two managers holding full authorisation from the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, or KNF).

Although ASI have historically been associated primarily with venture capital and private equity, the range of strategies pursued through these structures is broadening. In particular, there is increasing interest in private debt, venture debt and mezzanine financing, while real estate remains an important asset class. There is also emerging interest in using ASI for crypto-asset investment strategies, although this remains a developing area requiring careful regulatory analysis.

Public and institutional capital continues to play an important role in the development of the Polish private markets ecosystem, including through programmes supporting PE, VC and private debt funds. At the same time, the market is moving towards greater professionalisation, stronger governance, more robust financial reporting and increased regulatory scrutiny.

The Polish alternative funds market is continuing to professionalise, with increasing regulatory scrutiny, more sophisticated fund structuring and greater emphasis on investor protection, transparency and the quality of financial reporting. These developments are particularly visible in the ASI sector.

A particularly important regulatory development is the delayed transposition of AIFMD II into Polish law. In the Polish market, its practical impact is being discussed primarily in the context of loan origination and the development of private debt. The proposed framework may support specialised structures focusing on corporate financing, M&A financing, development projects, venture debt and mezzanine strategies.

The practical effect of these changes may differ significantly depending on the regulatory status of the manager. The overwhelming majority of Polish ZASI operate under the registration regime rather than under a full KNF authorisation. Under the current legislative proposals, the dedicated loan-fund regime would not apply to ASI managed by registered ZASI. This may encourage the development of specialised private debt strategies through registered ASI, which can already grant loans as part of their investment activity.

Supervisory scrutiny of the ASI sector is also increasing. The supervisory approach is gradually moving from predominantly remote measures, such as questionnaires and written requests, towards more direct inspections. Areas of particular interest include investor acquisition, marketing communications, conflicts of interest, AML procedures and documentation of the investment process.

Another increasingly important issue is the distinction between investment activity and operational business activity. This is particularly relevant in real estate and other asset-heavy strategies, where extensive involvement by an ASI in development, leasing, management or other operational activities may raise regulatory concerns.

The growing maturity of the market is also reflected in higher expectations concerning valuation and financial reporting. Larger and more complex investment portfolios require more sophisticated valuation methodologies, more extensive disclosures and stronger documentation. There is also a trend towards increasingly data-driven supervision and the use of modern analytical tools, including artificial intelligence.

Crypto-assets remain an emerging area of the Polish ASI market. Following the application of MiCA at EU level, early projects involving ASI investment in crypto-assets have appeared. However, the domestic regulatory framework remains incomplete in certain respects, and such strategies continue to require careful regulatory analysis.

At the EU level, the ongoing review of the SFDR framework also remains relevant for Polish alternative fund managers. Broader developments concerning digital operational resilience and the EU AML framework are also increasing compliance expectations for managers falling within their respective scopes.

In Poland, alternative investment funds may operate through several different legal and regulatory structures. The principal domestic AIF vehicles are specialised open-ended investment funds (specjalistyczne fundusze inwestycyjne otwarte, or SFIO), closed-ended investment funds (fundusze inwestycyjne zamknięte, or FIZ) and alternative investment companies (alternatywne spółki inwestycyjne, or ASI). These vehicles differ primarily in their legal form and management structure, the rules governing investor participation and the degree of regulatory oversight applicable to them.

Polish law does not create separate legal categories of AIFs according to investment strategy. Private equity, venture capital, real estate, private debt and other alternative investment strategies may therefore be implemented through different AIF structures, depending on the legal characteristics of the relevant vehicle and its investment policy. In practice, the choice of structure is driven principally by the contemplated investment strategy, investor base, liquidity profile and governance model.

ASI are particularly important in the Polish private markets sector and are commonly used for venture capital and private equity investments. They are also increasingly relevant for other alternative investment strategies. An ASI may take the form of a limited liability company, joint-stock company or European company, in which case it is internally managed. Alternatively, it may take the form of a limited partnership or limited joint-stock partnership, in which case its corporate general partner acts as the external ZASI. Limited joint-stock partnerships are commonly used for externally managed ASI structures.

SFIO and FIZ are investment funds established and managed by an investment fund management company (towarzystwo funduszy inwestycyjnych, or TFI). An SFIO is an open-ended fund issuing participation units, while a FIZ is a closed-ended fund issuing investment certificates. The closed-ended structure of a FIZ makes it particularly suitable for strategies involving less liquid assets or a longer investment horizon.

Private debt and other debt-based investment strategies are becoming increasingly relevant, particularly within ASI structures. Depending on their investment policy, ASI may combine equity investments with portfolio company loans, bridge financing and other debt instruments, and may also pursue specialised private debt, venture debt or mezzanine strategies.

Evergreen and hybrid fund structures are not separate categories of AIF recognised under Polish law and are not identified as prevailing market structures. However, the duration, investment horizon and economic terms of an ASI can be tailored to the relevant investment strategy within the applicable corporate and regulatory framework.

The Polish regulatory framework for alternative investment funds is governed principally by the Act of 27 May 2004 on Investment Funds and Management of Alternative Investment Funds and the applicable EU AIFMD framework. The principal domestic AIF structures are specialised open-ended investment funds (SFIO), closed-ended investment funds (FIZ) and alternative investment companies (ASI). The regulatory regime applicable to these vehicles differs significantly, particularly in relation to authorisation, investment restrictions and the regulatory status of their managers.

SFIO and FIZ are established and managed by an investment fund company (TFI). As a general rule, their establishment requires KNF authorisation. Non-public FIZ may, however, be established under a simplified regime without obtaining KNF authorisation for their establishment, subject to the applicable statutory requirements.

SFIO and FIZ are subject to statutory investment and diversification rules. FIZ may invest in a broad range of assets, including securities, shares in limited liability companies, receivables, currencies, money market instruments and real estate. As a general diversification rule, the aggregate exposure to securities or financial instruments issued by a single entity, receivables from that entity and shares in that entity may not exceed 20% of the value of the FIZ’s assets. The corresponding limit for a single real estate asset is generally 25%. SFIO are subject to their own statutory investment and diversification requirements, although certain SFIO may apply investment rules similar to those applicable to FIZ.

ASI are subject to a materially different regime. Unlike SFIO and FIZ, they are not subject to comparable statutory diversification limits. Their investment activity is determined principally by their investment policy, which must specify the rules for diversification of the investment portfolio. This gives ASI substantial flexibility in structuring private market investments. As a general rule, ASI may invest in a broad range of asset classes, subject to their investment policy and other applicable legal restrictions. In practice, particular attention must also be paid to the distinction between investment activity and operational business activity, especially in real estate and other asset-heavy strategies.

The regulatory status of an ASI depends primarily on the status of its manager. An ASI manager may operate on the basis of registration with the KNF where the aggregate value of the assets under management does not exceed EUR100 million. A higher threshold of EUR500 million applies where the manager exclusively manages AIFs that do not employ leverage and in which participation rights may not be redeemed for at least five years following their acquisition. If the relevant threshold is exceeded, full KNF authorisation is required. The registration regime remains the predominant model in the Polish ASI market.

Registration of a sub-threshold ZASI typically takes approximately two to three months, although the duration of individual proceedings may vary. Recent registration practice indicates a median duration of approximately 61 days, while proceedings commenced in 2026 have taken approximately 70 days on average. Obtaining full KNF authorisation is materially more complex and generally takes approximately one year.

The establishment of an SFIO or a FIZ requiring KNF approval involves a separate fund authorisation procedure. Non-public FIZ falling within the simplified regime may be established without such approval.

Polish AIFs and their managers are subject to disclosure and reporting requirements, which vary depending on the type of fund, the regulatory status of the manager, the investor category and the manner of offering. Where securities are offered to the public, a prospectus, information memorandum or other information document may be required, depending on the circumstances and value of the offering. In certain cases, the relevant document must be approved by the KNF.

Additional disclosure requirements apply to retail distribution. Authorised AIF managers are required to provide investors with prescribed pre-investment information, including information on the investment strategy and risks, valuation, liquidity arrangements, fees and expenses. Registered sub-threshold managers are subject to a more limited regime. SFIO and FIZ are subject to separate statutory disclosure requirements, including periodic financial reporting.

AIFs and their managers are also subject to ongoing financial and regulatory reporting. Where applicable, SFDR requires sustainability-related disclosures on websites, in pre-contractual documentation and in periodic reports. Certain information is publicly available. Annual financial statements of ASI and ZASI subject to corporate filing requirements are generally accessible through the public financial document repository, while the KNF maintains the ZASI register. Regulatory reports submitted to the KNF and documentation relating to private offerings are generally not public.

Polish SFIO and FIZ are subject to corporate income tax at the standard rate of 19%, but may benefit from a broad objective exemption. The exemption does not cover certain categories of income, including specified income connected with tax-transparent entities and certain income from Polish real estate.

ASI are generally subject to corporate income tax at the standard rate of 19%. However, income from the disposal of shares may be exempt where the ASI has directly held at least 5% of the shares in the relevant company continuously for at least two years. The exemption does not apply where at least 50% of the value of that company’s assets consists, directly or indirectly, of real estate located in Poland or rights to such real estate.

Where the relevant statutory conditions are met, an ASI may also benefit from the general participation exemption in respect of dividends, including where it directly holds at least 10% of the distributing company for an uninterrupted period of two years.

Polish AIFs may participate in private credit strategies, subject to rules applicable to the relevant fund type. ASI may originate loans where this forms part of their investment activity and complies with their investment policy. In practice, lending has traditionally included bridge financing and loans to portfolio companies, although private debt, venture debt and mezzanine strategies are becoming increasingly relevant. FIZ may grant cash loans up to 50% of their assets, with exposure to a single borrower limited to 20%, subject to conditions specified in their statutes. SFIO generally may not originate cash loans. Certain FIZ may also invest in receivables portfolios.

The implementation of AIFMD II is expected to introduce a more specific regime for loan-originating funds. Under the current proposals, that regime would not apply to ASI managed by registered ZASI, which may therefore remain important vehicles for private debt strategies.

Polish AIFs may invest in non-traditional assets, subject to the investment rules applicable to the relevant type of fund. ASI generally offer the greatest flexibility, as Polish law does not impose a closed statutory catalogue of assets in which they may invest. The scope of permissible investments is determined primarily by the ASI’s investment policy.

Accordingly, an ASI may generally obtain exposure to non-traditional assets, provided that the investment is lawful, falls within its investment policy and constitutes investment activity rather than the conduct of an operational business. The legal nature and transferability of the asset, the valuation methodology and any sector-specific regulatory restrictions must also be considered. By contrast, SFIO and FIZ are subject to statutory rules concerning eligible assets and investment limits.

Crypto-assets may form part of an ASI investment strategy. Following the application of MiCA, AIFs investing in crypto-assets already operate in Poland, although the regulatory classification of the relevant crypto-assets and the structure of the proposed investment require careful analysis.

Other non-traditional investments, including exposure to specialised or regulated sectors, should therefore be assessed primarily under these general principles and any sector-specific rules applicable to the underlying asset or activity.

Polish AIFs may make investments through subsidiaries, portfolio companies or other special purpose vehicles where appropriate to the relevant investment strategy or transaction structure. This is particularly common for non-public FIZ, which may hold a number of controlled portfolio companies carrying out separate business activities. Similar holding or acquisition vehicles may also be used by other AIFs, including ASI, depending on the nature of the investment, the financing structure and the applicable tax or regulatory considerations. Co-investments may be structured through a separate vehicle or by parallel investment alongside the fund.

For ASI, the manager must be a Polish limited liability company, joint-stock company or European company. SFIO and FIZ are managed by a Polish TFI and must have the same registered office and address as the TFI. However, an authorised EU AIFM may manage Polish SFIO, FIZ or externally managed ASI on a cross-border basis, directly or through a branch, following the applicable notification procedure. There is no general requirement for directors to be Polish nationals or residents, nor for AIFs themselves to employ local staff. Licensed managers are, however, subject to additional professional staffing requirements, including the requirement for a licensed ZASI to employ at least one investment adviser.

The requirements applicable to service providers depend on the type of AIF and the regulatory status of its manager. There is no general requirement for an ASI to appoint a separate administrator. A fully authorised ZASI must appoint a custodian and employ at least one licensed investment adviser. SFIO and FIZ are subject to separate statutory depositary requirements, and the depositary must satisfy the applicable Polish regulatory and eligibility requirements. Certain functions may be outsourced to Polish or foreign service providers. However, regulated functions remain subject to the applicable authorisation and outsourcing rules. In particular, the delegation of portfolio or risk management is subject to additional requirements and, depending on the provider, may require KNF approval. There is no general localisation requirement for ordinary administrative or support services; the regulatory position of a non-Polish provider depends primarily on the nature of the services performed.

The principal forthcoming change is the delayed transposition of AIFMD II into Polish law. The proposed legislation is expected to introduce a more detailed regime for loan-originating AIFs, including additional requirements relating to risk management, governance and concentration limits. The reforms may support the development of specialised private debt strategies, including corporate, M&A, development and mezzanine financing. Under the current proposal, however, the new loan fund regime would not apply to ASI managed by registered sub-threshold ZASI. The final impact on Polish fund structures will depend on the form of the legislation ultimately adopted.

Promoters and sponsors of Polish AIFs are predominantly Polish. There are no specific restrictions on the jurisdiction of origin of sponsors or investors, other than applicable AML/KYC requirements. Foreign sponsors may therefore establish or participate in Polish AIF structures.

SFIO and FIZ are managed by a TFI, which may operate only as a Polish joint-stock company.

A ZASI may take the form of a limited liability company, joint-stock company or European company. Limited liability companies clearly predominate in market practice. Of the 332 ZASI currently entered in the register, 185 are external and 147 internal managers. Of the external ZASI, 180 (approximately 97%) are limited liability companies and only five are joint-stock companies. Of the internally managed ASI, 103 are limited liability companies and 44 are joint-stock companies.

Personnel compensation and equity incentive arrangements are not a material driver of the choice of legal form, which is largely determined by statute. Registered ZASI have broad flexibility in setting remuneration, while fully authorised ZASI are subject to formal remuneration-policy requirements.

SFIO and FIZ are managed by a KNF-authorised investment fund management company (TFI), which is subject to extensive organisational, prudential, risk management, compliance and conflict-of-interest requirements.

ASI are managed by ZASI. A ZASI may operate under the KNF registration regime where assets under management do not exceed EUR100 million, or EUR500 million for unleveraged AIFs without redemption rights for at least five years. Above the applicable threshold, full KNF authorisation is required. Authorised ZASI are subject to substantially broader governance, own funds, risk management, remuneration and personnel requirements.

Polish law does not generally use the common law concept of fiduciary duty. Instead, managers are subject to statutory duties to perform their functions independently and professionally, and to protect the interests of the managed AIF and its investors.

Managers are also subject to financial and regulatory reporting requirements, including reporting to the KNF and, where applicable, SFDR disclosures. Corporate information and filed annual financial statements are generally publicly accessible, and the KNF maintains information on registered and authorised managers. Supervisory reports submitted to the KNF are generally not public.

Polish alternative fund managers are generally subject to corporate income tax (CIT) at the standard rate of 19% on taxable income. Managers whose revenues do not exceed the PLN equivalent of EUR2 million may qualify for the reduced 9% CIT rate on income other than capital gains, subject to the applicable statutory conditions.

Fund management services relating to investment funds and AIFs are generally exempt from VAT. The exemption applies to management services in the strict sense and does not generally extend to separate advisory, administrative or intermediary services.

The VAT treatment of performance-based remuneration, including success fees and carried interest, remains subject to interpretative uncertainty and should be assessed on a case-by-case basis. Transfer pricing documentation requirements may also apply to management fees, carried interest and intra-group financing between the manager and the ASI or its portfolio companies where these qualify as related-party transactions.

Poland does not provide a specific permanent establishment exemption or fund management safe harbour for foreign AIFs appointing a Polish manager. Accordingly, whether the activities of a Polish manager create a permanent establishment or other taxable presence for a foreign AIF is determined under the general Polish corporate income tax rules and the applicable double tax treaty. The assessment may include fixed-place and dependent-agent permanent establishment considerations.

Poland has implemented relevant elements of the OECD BEPS framework through the MLI, which may broaden the applicable permanent establishment provisions, including dependent-agent and anti-fragmentation rules. The position should therefore be assessed on a case-by-case basis under the relevant treaty.

Poland does not have a separate or preferential tax regime for carried interest; its tax treatment depends on the legal structure of the arrangement, the nature of the payment and the status of the recipient. Where carried interest constitutes the income of a corporate fund manager, it is generally subject to the ordinary CIT regime. Where it is received by individual investment professionals or through a separate participation structure, its classification and taxation must be determined under the general Polish tax rules on a case-by-case basis.

Related-party arrangements may also give rise to transfer pricing considerations. The VAT treatment of carried interest and other performance-based remuneration remains subject to interpretative uncertainty and likewise depends on the particular structure. Polish investors who, alone or together with related parties, hold a controlling stake in a foreign entity taxed at a materially lower effective rate should also consider the controlled foreign company (CFC) rules, which may attribute that entity’s income to them; this is unlikely to be relevant for a passive minority investor in an AIF.

Polish AIF managers may outsource certain investment and operational functions to Polish or foreign service providers. Delegation must not result in the manager ceasing to perform the actual management of the AIF: the manager must retain effective oversight of the outsourced functions, and remains responsible for compliance with obligations. Appropriate arrangements must also ensure supervisory access to relevant information and address potential conflicts of interest.

Outsourcing arrangements are subject to notification requirements towards the KNF. Where portfolio management or risk management is delegated, the delegate must generally be appropriately authorised and supervised for portfolio management activities. Delegation of these functions to another type of entity requires KNF consent.

Other operational and support functions may also be outsourced, subject to the regulatory requirements applicable to the particular activity.

A Polish ZASI must be incorporated in Poland. Registered sub-threshold ZASI are subject to relatively limited formal substance requirements, with no prescribed minimum headcount or separate requirement to maintain dedicated business premises.

More extensive requirements apply to fully authorised managers. A licensed external ZASI must maintain minimum equity equivalent to EUR125,000, while an internally managed ASI must maintain EUR300,000. Additional statutory own funds requirements apply, depending on the manager’s costs and assets under management. A licensed ZASI must also employ at least one investment adviser, and specified management board members must satisfy professional qualification and experience requirements.

TFI must generally maintain minimum equity equivalent to EUR125,000, increasing to EUR730,000 where they also manage portfolios of financial instruments, and must generally employ at least two investment advisers and one stockbroker.

There is no general requirement for directors to be Polish nationals or residents, although supervisory expectations favour an appropriate presence of persons familiar with the Polish language and financial market.

For a TFI, prior notification to the KNF is required where a person intends to acquire, directly or indirectly, more than 10%, 20%, one-third or 50% of its shares or voting rights, or to otherwise acquire direct or indirect control. The KNF may object to the proposed acquisition.

A fully authorised ZASI must notify the KNF of significant changes in its shareholder structure. The KNF may take supervisory measures where a change could adversely affect the prudent and stable management of the ZASI.

Registered sub-threshold ZASI are not subject to the same change-of-control regime, although information contained in the KNF register must remain current.

There is no general statutory requirement for investor approval solely because of a change of control of the manager. However, consent or other investor rights may arise under the fund’s constitutional or contractual documentation.

The EU AI Act applies to AIF managers where they act as providers or deployers of AI systems. It became generally applicable on 2 August 2026, although the principal requirements for AI systems classified as high-risk under Annex III will apply from 2 December 2027. Ordinary use of AI for investment analysis or portfolio management is not classified as high-risk solely by reason of that use.

Managers using AI must comply with applicable AI Act requirements, including measures supporting AI literacy among relevant staff. Where AI or data analytics tools process personal data, the GDPR also applies, including restrictions on decisions based solely on automated processing that produce legal or similarly significant effects on individuals. The use of AI does not displace the manager’s existing governance, risk management and compliance obligations.

DORA may also apply where AI tools form part of the manager’s ICT environment. Authorised AIFMs are within its scope, whereas registered sub-threshold ZASI generally fall within the exclusion applicable to AIFMs referred to in Article 3(2) of the AIFMD.

The principal forthcoming development is the delayed transposition of AIFMD II into Polish law. The proposed legislation is expected to affect authorised AIF managers and to introduce a more detailed regime for loan-originating AIFs. Under the current proposal, the new loan fund regime would not apply to ASI managed by registered sub-threshold ZASI.

Separately, the SFDR framework is currently under review at an EU level, which may result in changes to sustainability-related disclosure requirements applicable to AIF managers.

The final impact of these reforms will depend on the legislation ultimately adopted.

Investor interest in Polish alternative funds has increased, particularly in private equity and venture capital, while private debt is developing as an additional segment. ZASI assets under management increased from PLN12.77 billion at the end of 2024 to PLN17 billion at the end of 2025, representing growth of 33.1%.

The market is principally oriented towards professional and institutional investors. Public and institutional capital also plays an important role, particularly in venture capital and private equity structures. Sophisticated private investors may participate where the applicable investor classification requirements are satisfied.

Retail and other non-professional investors are generally more challenging from a regulatory and fundraising perspective because their participation is subject to additional requirements relating to investor protection, disclosure, classification and distribution.

Comprehensive statistics on the precise composition of the investor base across Polish AIFs are not publicly available.

Side letters are generally permitted in Poland and are not subject to specific statutory restrictions, except where the AIF or its manager is listed on a regulated stock exchange. Their terms must remain consistent with the mandatory rules applicable to the relevant AIF and its constitutional documentation. There is no general requirement to obtain separate regulatory approval for a side letter, nor to offer equivalent side letter rights to other investors. Any preferential rights granted through a side letter should nevertheless be assessed in light of the applicable investor treatment and disclosure requirements and the terms of the relevant fund documentation.

Polish AIFs may be marketed to professional clients and, subject to additional requirements, to retail investors. For ASI, professional clients include:

• regulated financial institutions;
• investment and pension funds;
• qualifying large undertakings; and
• certain institutional and public sector investors.

Individuals may also be treated as professional clients where the applicable knowledge and experience requirements are satisfied; a natural person must additionally make a minimum contribution equivalent to EUR60,000.

An ASI may be marketed to retail investors where the applicable authorisation under Regulation (EU) 2015/760 has been obtained. Retail distribution is subject to additional investor protection and disclosure requirements.

Polish-resident investors may invest in domestic AIFs if they satisfy the eligibility requirements applicable to the relevant fund; there is no general restriction based on residence.

Before marketing an AIF in Poland, its manager must notify the KNF. The KNF may object, and marketing may commence after the applicable notification procedure has been completed.

The marketing and advertising of AIFs in Poland are governed principally by the Investment Funds Act, the Public Offering Act, the Trading in Financial Instruments Act and the Commercial Companies Code, together with the applicable AIFMD framework and, for public offerings of securities, the EU Prospectus Regulation.

The applicable requirements depend on the type and legal form of the AIF, the investors targeted and whether the fundraising constitutes a public offering. Shares in a limited liability company may not be offered to an unspecified group of recipients. Where securities are offered publicly, a prospectus, information memorandum or other offering document may be required and, in certain cases, must be approved by the KNF. Public offerings may also be subject to notification or registration requirements.

Before marketing an ASI in Poland, its manager must notify the KNF. The KNF may object, and marketing may commence only after completion of the applicable notification procedure.

Marketing to retail investors is subject to additional authorisation, disclosure and investor protection requirements. Public offerings of AIF securities must generally be conducted through an investment firm, subject to statutory exemptions.

EU AIFs marketed into Poland are additionally subject to the applicable AIFMD cross-border marketing regime. Continuing obligations include applicable investor disclosures, regulatory reporting and, where relevant, SFDR requirements.

Poland does not have a separate domestic AIF category designed specifically for high net worth or retail investors; access is generally provided through existing AIF structures, subject to the applicable investor eligibility and investor protection requirements.

For high net worth and other sophisticated individuals, an important route is qualification as a professional client. A natural person may obtain professional client status where the applicable knowledge and experience requirements are satisfied and the investor makes a minimum contribution equivalent to EUR60,000.

Retail investors may access alternative investment strategies where the relevant fund is permitted to be marketed to them; in particular, an ASI may be marketed to retail investors where the applicable authorisation under Regulation (EU) 2015/760 has been obtained. Retail distribution is subject to enhanced disclosure, suitability and other investor protection requirements.

Poland does not have a dedicated retirement product or distribution channel designed specifically to provide individual retirement investors with access to private equity, venture capital or other non-public AIF strategies. Institutional pension funds and pension companies are treated as professional clients for AIF marketing purposes and may therefore invest in AIFs under the rules applicable to professional investors, subject also to the investment restrictions applicable to the relevant pension institution. Public bodies such as government pension funds are likewise treated as professional clients. Accordingly, access to Polish alternative funds by retirement investors is currently principally relevant at the institutional level rather than through a dedicated individual retirement investment channel.

Sponsors should approach private placements in Poland with care. There is no general equivalent to US Rule 506(c) allowing unrestricted public advertising while preserving private placement treatment solely because the ultimate investors are professional or qualified investors.

Whether an offering remains outside the public offering regime depends on the manner and scope of the solicitation and the applicable statutory exemptions. Sponsors should therefore ensure that marketing communications are consistent with the particular exemption relied upon. General advertising or solicitation beyond the intended investor group may create additional public offering requirements.

Compliance with a private placement or prospectus exemption does not remove the separate requirements applicable to marketing an AIF, investor eligibility or the use of intermediaries.

Reverse solicitation should likewise be relied upon cautiously. Where an investment is genuinely initiated by the investor without prior solicitation, the position may differ from active marketing, but the assessment is fact-specific and should be documented accordingly.

Placement agents and other fundraising intermediaries may be used in Poland, although they are not a mandatory element of AIF fundraising and the available materials do not indicate that independent placement agents are routinely used.

There is no separate licensing category for a placement agent as such. However, where an intermediary performs regulated investment or brokerage activities, it must hold the relevant authorisation. In particular, public offerings of AIF securities must generally be conducted through an authorised investment firm, subject to statutory exemptions.

A manager’s personnel may be compensated for fundraising activities. Registered ZASI have broad flexibility to determine remuneration on market terms. Fully authorised managers are subject to formal remuneration policy requirements for personnel falling within the scope of that regime, and any sales-related variable remuneration must be structured consistently with those requirements.

The tax treatment of investors in Polish AIFs depends on the type of investor and the nature of the investment return.

Polish-resident individuals are generally subject to personal income tax (PIT) at 19% on capital gains from the disposal of shares in an AIF, and on dividends. Polish-resident corporate investors are generally subject to CIT at 19% on dividends and capital gains. Dividends may qualify for the participation exemption where the statutory conditions are satisfied, including generally a direct shareholding of at least 10% held continuously for at least two years.

A specific tax incentive is available to individuals making certain qualifying investments connected with an ASI. Up to 50% of eligible expenditure may be deducted from the PIT tax base, subject to a maximum deduction of PLN250,000 per tax year and additional conditions, including a 24-month holding period.

Non-resident investors may be subject to Polish tax on Polish-source income, including generally 19% withholding tax on dividends, subject to applicable treaty, EU or domestic exemptions.

There is no universal preferential regime for AIF investors, but targeted exemptions and reliefs may apply depending on the investor and investment structure.

Investors and ASI should be aware of the exit tax on unrealised gains, which may apply on a change of tax residence or an outbound transfer of assets, subject to conditions and, for individuals, a statutory value threshold.

Polish AIFs may generally benefit from Poland’s double tax treaty network, provided that the relevant fund qualifies as a Polish tax resident for the purposes of the applicable treaty and satisfies any other treaty requirements. The availability and scope of treaty benefits must be determined under the particular double tax treaty and in relation to the relevant type of income. Reduced withholding tax rates or exemptions may, where applicable, depend on requirements concerning tax residence, beneficial ownership and applicable anti-abuse provisions.

Poland has also implemented treaty-related BEPS measures through the Multilateral Instrument (MLI), which modifies a number of Poland’s double tax treaties. Accordingly, any treaty analysis should also take into account the relevant MLI modifications, including the principal purpose test, which may restrict access to reduced treaty rates in cases of treaty shopping. Domestic withholding tax generally applies at 19% on dividends and 20% on interest and specified intangible services, and a mandatory pay-and-refund mechanism requires the payer to withhold tax at the full domestic rate, with the recipient or payer then applying for a refund or a prior opinion, once payments to a single recipient exceed PLN2 million in a tax year. Access to treaty or EU directive relief also requires the recipient to be verified as the beneficial owner; look-through treatment for indirect holdings has been questioned by tax authorities in some cases and should be relied upon cautiously.

Poland has implemented both FATCA and the CRS. FATCA operates under the intergovernmental agreement between Poland and the United States signed on 7 October 2014 and the related Polish implementing legislation. The CRS has been implemented through Polish legislation providing for the automatic exchange of financial account information.

Polish AIFs are generally classified as Financial Institutions (Investment Entities) for FATCA and CRS purposes, and are therefore subject to the applicable due diligence and reporting requirements. These obligations generally include:

• identifying and classifying investors and their tax residence;
• obtaining the required FATCA and CRS documentation;
• identifying reportable accounts and, where applicable, controlling persons; and
• reporting relevant information to the Polish tax authorities for onward exchange with the competent foreign authorities.

Cross-border AIF structures that meet the statutory hallmarks, including certain preferential tax treatment, may also trigger mandatory disclosure (MDR/DAC6) reporting obligations, which should be assessed on a case-by-case basis.

Polish investment funds, ASI, TFI and ZASI are subject to the Polish AML/CFT regime, principally under the Act of 1 March 2018 on Counteracting Money Laundering and Terrorist Financing. The regime is risk-based. Relevant obliged institutions must assess the money laundering and terrorist financing risks associated with their activities and business relationships, and apply customer due diligence measures appropriate to the identified level of risk.

KYC requirements include:

• identifying and verifying the investor and its beneficial owner;
• understanding the ownership and control structure of legal entities;
• assessing the purpose and intended nature of the business relationship; and
• conducting ongoing monitoring.

Enhanced due diligence applies in higher risk situations. Relationships involving politically exposed persons are subject to additional requirements, including appropriate senior management approval, enhanced monitoring and measures concerning the source of wealth and source of funds.

AIFs and their managers must maintain appropriate internal AML procedures, allocate responsibility for AML compliance and provide training to relevant personnel. Their compliance framework also has to include internal reporting and whistle-blowing procedures and, where relevant, group-wide AML arrangements.

Suspicious circumstances must be reported to the General Inspector of Financial Information. Beneficial ownership information is also subject to separate reporting to the Central Register of Beneficial Owners.

AML compliance is increasingly subject to practical supervisory scrutiny, including review of investor onboarding, internal AML procedures and the manner in which those procedures operate in practice.

Polish AIFs and their managers are subject to the EU General Data Protection Regulation (GDPR), supplemented by the Polish Data Protection Act. Investor-related information will frequently constitute personal data, including information concerning individual investors, beneficial owners, directors and representatives.

Funds and managers must establish an appropriate lawful basis for processing, provide the required privacy information and comply with the GDPR principles, including purpose limitation, data minimisation, storage limitation, security and accountability. Processing commonly arises in connection with investor onboarding, contractual arrangements, AML/KYC obligations and tax reporting.

Appropriate technical and organisational security measures must be maintained, including controls over access to investor and KYC documentation, secure storage and transmission, retention procedures and incident response. Where external administrators, IT providers or other service providers process personal data, their respective GDPR roles must be identified, and appropriate contractual arrangements must be implemented. Transfers outside the EEA must comply with the GDPR international transfer regime.

Personal data breaches may require notification to the Polish data protection authority within 72 hours and, where a breach presents a high risk, notification to affected individuals.

DORA applies separately to ICT and operational resilience. Authorised AIFMs are within its scope, including requirements concerning ICT risk management, incidents and third-party ICT providers. Registered sub-threshold ZASI generally fall within the statutory exclusion for AIFMs referred to in Article 3(2) of the AIFMD.

The principal AIF-specific development is the delayed transposition of AIFMD II into Polish law. The reforms will affect liquidity management and loan-originating AIFs, among other matters, and may result in changes to the information provided to investors. The impact will depend on the type of AIF and the regulatory status of its manager. Under the current Polish proposals, the new loan fund regime would not apply in the same manner to ASI managed by registered sub-threshold ZASI.

The SFDR framework is also undergoing reform. The European Commission has proposed simplifying sustainability-related disclosures and introducing three voluntary product categories:

• sustainable;
• transition; and
• ESG basics.

The proposal remains subject to the EU legislative process.

The EU AML framework will change materially from 10 July 2027, when the new AML Regulation will generally apply and the principal provisions of AMLD6 are to be transposed. This will further harmonise customer due diligence, beneficial ownership and related AML/CFT requirements.

At the domestic level, the Act on Personal Investment Accounts (OKI) will enter into force on 1 January 2027 and will provide tax-advantaged access to specified financial instruments and investment funds. However, it does not establish a general tax-advantaged route for investment in typical non-public ASI.