Deregulation of the Act on Investment Funds and Management of Alternative Investment Funds – What Will Change?

The Polish government has recently intensified its legislative efforts to streamline the regulatory framework governing investment funds and alternative investment companies (ASI). As part of the broader “SprawdzamyMY” initiative, two key amendments to the Act on Investment Funds have emerged.

One has already passed both houses of Parliament and awaits the President’s signature (Sejm draft no. 1267), while the other (draft no. 1305) has been referred to committee for further work. Both proposals introduce deregulatory changes that could significantly impact the operation of alternative investment companies (ASI) and closed-end investment funds (FIZ) in Poland.

Simplified obligations for fund depositories – Law awaiting presidential signature (draft 1267)

The first amendment focuses on reducing the scope of obligations for depositories of investment funds and ASIs. Specifically, it eliminates the general obligation for depositories to verify whether a fund or ASI operates in compliance with all legal provisions and in the interest of investors.

From a practical perspective, this brings several important benefits:

• Banks and investment firms acting as depositories will gain greater legal certainty regarding the scope of their responsibilities.
• Investment funds and ASIs will find it easier to appoint a depository, a step that has previously acted as a barrier to market entry.
• Depository fees are expected to decrease, improving fund performance and investor returns.

This change creates a more favorable environment for those considering the registration of an alternative investment company, especially those structured as small, locally operating ASIs managed internally or by a minor AIF manager.

Facilitated consolidation of FIZ – Deregulation bill in progress (draft 1305)

The second legislative proposal concerns the merger of non-public closed-end investment funds (FIZ) managed by the same investment fund company (TFI). Currently, a merger requires the approval of investors representing two-thirds of all investment certificates, which in practice is often unattainable due to low quorum.

The draft amendment introduces the following changes:

• Lowers the approval threshold from two-thirds to more than half of all investment certificates.
• Allows the TFI to convene a second investor meeting with a 10-day notice if the quorum was not met initially.
• Introduces a “tacit consent” mechanism: if investors representing less than half of the certificates fail to vote in two consecutive meetings, and a majority of those present vote in favor of the merger, it will proceed.
• Cancels the need for repeat meetings if another fund involved in the merger has already voted against it.

These changes facilitate fund consolidation, reduce administrative costs, and enable more efficient fund structures. Investors benefit from improved liquidity and reduced operational overhead in merged funds.

What does this mean for future AIF founders?

For clients considering the establishment of an Alternative Investment Company in Poland, these changes primarily mean lower entry barriers for creating private investment structures, especially regarding costs and formalities.

The availability of depository services will improve, as the scope of compliance obligations imposed on such entities will be reduced.

Finally, it will become easier to build efficient investment structures with lower operational costs – for example, through the consolidation of closed-end investment funds managed by the same AIFM.

Key Takeaways

Together, these two initiatives signal a broader shift toward liberalizing the Polish private funds market. They reflect a clear governmental commitment to building a more competitive and innovation-friendly investment environment – and make Poland an attractive jurisdiction for alternative investment structures.

It is also worth noting that the government is preparing a broader legislative reform – a comprehensive amendment to the Act on Investment Funds and the Employee Capital Plans Act is currently in progress.

The goal is to further streamline fund supervision and enhance the efficiency and competitiveness of Polish investment structures on both domestic and EU markets.

The planned date for the adoption of this amendment by the Cabinet has been set for the first quarter of 2026.

Are you planning to set up a fund or an Alternative Investment Company?

Contact our team of experts – we will advise you on how to take advantage of the upcoming legal changes, prepare documentation and optimize your investment structure in light of the new regulations.