Poland offers one of Central Europe’s most dynamic and regulated investment fund markets. Among the available structures, the Fundusz Inwestycyjny Otwarty (FIO) — or Open-End Investment Fund — stands out as the most recognized and widely used investment vehicle. Supervised by the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF), FIOs provide flexible, retail-friendly access to capital markets. We outline the legal framework, formation process, and regulatory obligations for launching a FIO in Poland.
Legal Framework for Open-End Investment Funds in Poland
Open-end investment funds in Poland are governed by the Act of 27 May 2004 on Investment Funds and the Management of Alternative Investment Funds (Ustawa o funduszach inwestycyjnych i zarządzaniu alternatywnymi funduszami inwestycyjnymi), consolidated in Journal of Laws 2023, item 681 (Dz.U. 2023 poz. 681).
The supervisory authority is the Komisja Nadzoru Finansowego (KNF). In addition, FIOs that qualify under the UCITS regime are also subject to relevant EU directives (UCITS IV/V).
Under Polish law, a FIO is considered a legal entity without legal personality but operates with full legal capacity, managed exclusively by a licensed entity known as a Towarzystwo Funduszy Inwestycyjnych (TFI), or investment fund company.
Why Choose a Fundusz Inwestycyjny Otwarty (FIO) in Poland?
A FIO in Poland offers several advantages:
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Liquidity: Investors can redeem units at any time, typically on a daily basis.
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Retail accessibility: FIOs are specifically designed for broad public distribution.
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Diversification: These funds can invest in various asset classes including stocks, bonds, deposits, and derivatives.
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Reputation: The FIO is the most well-known and trusted investment vehicle among Polish retail investors.
Setting Up a Towarzystwo Funduszy Inwestycyjnych (TFI) in Poland
To launch a FIO, the promoter must either establish or acquire a TFI. This is a joint-stock company (spółka akcyjna) registered in Poland and licensed by the KNF.
Key steps include:
1. Company formation:
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Legal form: Spółka Akcyjna (S.A.)
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Minimum share capital: PLN 4,500,000
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Registered seat and office located in Poland
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2. License application:
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Submission of a detailed business plan
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Internal governance and risk management frameworks
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Proof of capital and clean background of board members
The licensing process may take between 6 to 12 months, depending on the completeness of the application.
Establishing the FIO Fund in Poland
Once the TFI is authorized, it can proceed to establish a FIO. The fund must have statutes (statut funduszu) approved by the KNF.
Key features include:
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Initial capital requirement: Minimum PLN 2,000,000
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Custodian (Depozytariusz): A licensed bank responsible for asset safekeeping and verifying net asset values (NAV)
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Valuation frequency: Usually daily (dzienna wycena jednostek uczestnictwa)
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Investor eligibility: Open to both retail and institutional investors
Although the FIO lacks legal personality, it is recognized under Polish law as having full legal capacity to operate independently (Article 3 of the Fund Act).
Ongoing Compliance Requirements in Poland
A FIO is subject to continuous supervision and reporting obligations:
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Daily NAV publication: Published online and in an official communication channel
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Periodic reporting: Includes audited annual financial statements (sprawozdanie finansowe) and quarterly reports submitted to the KNF
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Risk and liquidity management: Funds must implement detailed policies in line with UCITS requirements
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AML and KYC compliance: Obligations under the Polish AML Act (Ustawa o przeciwdziałaniu praniu pieniędzy i finansowaniu terroryzmu) apply.
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Non-compliance may lead to regulatory sanctions, including financial penalties or revocation of licenses.
Fund Distribution and Marketing in Poland
Marketing a FIO to the public in Poland requires:
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Prior notification and approval by the KNF
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Distribution of a Key Information Document (KID) for each share class
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Clear communication channels for investor support
FIOs can be distributed through:
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Banks and brokerage houses
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Independent financial advisors
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Online investment platforms
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Insurance-based unit-linked products
Additionally, FIOs qualifying as UCITS may be passported to other EU jurisdictions.
Taxation of FIOs and Their Investors in Poland
For the fund:
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FIOs are exempt from corporate income tax (CIT) under Article 6 of the Corporate Income Tax Act.
For investors:
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Individuals are subject to 19% capital gains tax, commonly referred to as “Podatek Belki”.
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Institutional and foreign investors may benefit from Double Taxation Treaties or exemptions, depending on their jurisdiction.
Fund management services are exempt from VAT.
Exit and Conversion Options in Poland
A FIO may be:
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Liquidated (likwidacja funduszu) under a resolution approved by the KNF and fund participants
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Merged with another FIO or fund
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Transformed into a Specialist Open-End Fund (SFIO) or Closed-End Investment Fund (FIZ), subject to regulatory approval and investor consent
All procedures are governed by the Investment Fund Act and require coordination with the KNF.
Set Up Your FIO in Poland with Expert Guidance
Launching a Fundusz Inwestycyjny Otwarty (FIO) in Poland provides access to one of the most regulated and retail-friendly investment markets in Europe. With a favorable tax regime, legal certainty, and KNF oversight, Poland offers a compelling environment for fund managers, distributors, and sponsors.
At Damalion, we support fund managers with turnkey TFI licensing, FIO fund formation, and compliance advisory tailored to the Polish market. Contact your Damalion expert now.
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