Alternative Investment Companies (ASI) and Alternative Investment Company Managers (ZASI)
On 4 June 2016, on the basis of the Amending Act (which implements Directive 2011/61/EU), the Act on Investment Funds was amended. The Amending Act introduced significant restrictions on the freedom of economic activity understood as raising capital from a number of investors with the intention to invest it in accordance with the relevant investment policy for the benefit of the investors (the “Investment Activity”).
Until 4 June 2016, commercial companies whose Investment Activity was not based on the investment fund conducted the activity under the general rules. This means that their activity was not regulated.
From 4 June 2016, the Investment Activity may only be conducted by:
1. Open Investment Funds (OFI) as the counterpart of Undertakings For the Collective Investment of Transferable Securities (UCITS);
2. Alternative Investment Funds (AFI) including Specialised Open Investment Funds (SFIO), Closed Investment Funds (FIZ) and Alternative Investment Companies (ASI).
The Investment Activity run by entities not listed above is prohibited and subject to criminal liability under Article 287 and Article 295 of the Act on Funds.
Our team specialises in legal services for Alternative Investment Companies. As of March 17, 2023, out of 357 Alternative Investment Company Managers (ZASI) in Poland, 48 were incorporated with our help, of which:
1. 35 of them acted as internal managers and 13 of them acted as external managers;
2. 4 of them acted as Bridge Alpha funds;
3. 1 was a PFR fund;
4. 1 was a KFK fund;
5. Out of 35 internal managers, 4 managers represented public companies;
6. Out of 13 external managers, 4 managers represented spółki komandytowe [limited partnerships] and 9 spółki komandytowo-akcyjne [limited joint-stock partnerships].
Based on experience we have in providing legal service for Alternative Investment Companies, and in particular in solving legal problems faced by such entities, we created a specially designed offer which we find very competitive both in terms of price and quality of services provided. The offer covers the following services:
1. Representation before the Polish Financial Supervision Authority (KNF) in cases regarding entry into the register of ZASI, including assistance in fulfilling the information obligations via the Electronic Information Transmission System (ESPI).
2. Preparation of all ASI procedures and corporate documents, i.e.:
- Articles of Association (ZASI and ASI),
- investment policies and strategies,
- procedures for categorising investors and clients,
- AML procedures,
- GDPR policy,
- conflict-of-interest management policies.
3. Legal support for each investment, i.e. adjustment of transaction documentation to the investment.
4. Corporate legal services in the scope of preparation of draft resolutions of the ASI's bodies (including the investment committee).
5. Legal advice for ASI's correct performance of the contract entered into with a public investor (KFK, PFR, NCBR, PARP).
6. Legal advice regarding the possibility of the ASI's investment exit, especially when shares are floated to the alternative stock exchange NewConnect.
7. Tax advice on VAT for ASI.
8. Legal advice and legal opinions in other requested cases.
Drawing on our experience in ASI, we are able to estimate the amount of necessary work. As a result, our Law Firm can offer permanent legal services as indicated above. Our monthly remuneration is calculated on a lump-sum basis and depends on the number of projected investments.
Our Law Firm obtained a positive individual interpretation and applies the VAT exemption to legal services provided to ZASI and directly related to the management of ASI, ensuring no tax burden for our Clients in this respect.
