Accounting for Alternative Investment Companies (ASI)
⌂ /What Is an Alternative Investment Company (ASI)?
An Alternative Investment Company (ASI) is a distinct form of investment fund, different from a specialized open-ended investment fund or a closed-ended investment fund. ASIs are regulated under the Act on Investment Funds and the Management of Alternative Investment Funds.
ASI is considered a simpler and more flexible version of an investment fund. It is classified as a collective investment institution: it pools capital from multiple investors, follows a specific investment policy, but is not a fully developed fund subject to extensive legal obligations. One of the advantages of conducting investment activity in the form of an ASI is the simplified regulatory framework provided by the Polish Financial Supervision Authority (KNF).
Entities with “low” portfolio values (“small ASIs”) may operate based on registration in the KNF’s register of ASI managers, without the need to obtain a full license. These entities are not required to meet obligations such as employing highly qualified staff, appointing a depositary, or conducting quarterly audits.
To qualify as a low-value entity, the total value of assets in the ASI’s investment portfolios must not exceed:
- €100,000,000, or
- €500,000,000 if the ASI does not use financial leverage and its shares or stocks can be redeemed no earlier than five years after acquisition.
If the value of the ASI’s investment portfolios exceeds these thresholds, the company becomes subject to additional obligations: it must obtain KNF authorization and submit notifications before introducing the ASI to the market.
ASIs charge management fees and — in some cases — a share of the generated profit.
An ASI may also be registered as a limited joint-stock partnership (S.K.A.) or a limited liability company (Sp. z o.o.).
Tax Incentives for ASIs
ASI’s attractiveness is largely due to tax preferences, especially income tax exemptions. An ASI may benefit from exemption on capital gains from the sale of shares or stocks, provided it held at least 5% of the shares or stocks in the company prior to the sale (previously the threshold was 10%). A two-year holding period applies.
There is also a tax incentive for investors. They may include an additional 50% of expenses incurred for acquiring or subscribing to shares or stocks in an ASI as tax-deductible costs. This deduction is also available to investors who acquire a company in which the ASI holds at least 5% of shares or stocks — or will acquire such a stake within 90 days from the date the investor subscribes to the shares or stocks.
Taxation of ASIs
ASI taxation depends on its legal form and investment structure. If all ASI profits are taxed at the company level and then distributed to investors as dividends or capital gains, the standard capital gains tax rate of 19% applies. Dividends are taxed at 19% or 5%.
If the ASI is registered as a limited joint-stock partnership, tax obligations fall on the investors. In the case of a limited liability company, tax is paid at the company level, and profits are distributed to investors as dividends.
As previously mentioned, ASIs operating as capital companies may benefit from dividend exemptions. According to Article 22(4) of the Corporate Income Tax Act (CIT), the exemption applies if the company holds at least 10% of shares or stocks continuously for a period of two years.
ASI investment activity is exempt from VAT, which affects how costs are accounted for.
Reporting Requirements for ASIs
ASI must prepare financial statements in accordance with the Accounting Act and additional regulations governing alternative investment funds.
Due to its specific nature, ASI is subject to additional obligations not imposed on companies regulated by the Commercial Companies Code. These include:
- Appointment of a management board and supervisory board
- Registration of the ASI manager
- Documentation, including investment policy and strategy
- Disclosure of governance and management structure
- Implementation of an Internal Control System
Poniżej omawiamy wybrane najważniejsze wymogi sprawozdawcze dla Alternatywnych Spółek Inwestycyjnych, jednak lista nie wyczerpuje wszystkich obowiązków.
The investment policy must be defined at the formation stage. It should specify:
- Types of securities and property rights the ASI plans to invest in and selection criteria
- Diversification rules and other investment limits
- Permissible thresholds for loans and borrowings
The investment strategy expands on the policy and specifies:
- Main asset categories the ASI may invest in
- Target sectors by industry, location, and asset class
- Borrowing and leverage policies
If the ASI invests in publicly traded shares, it must also develop and publish an engagement policy.
Changes in the composition of the management board or supervisory board must be reported to KNF. The ASI manager must also notify KNF of significant changes in shareholder structure. According to Article 222c of the Investment Funds Act, the ASI manager must submit periodic reports to KNF regarding:
- Investment activities conducted on behalf of managed ASIs
- Liquidity and risk management of managed ASIs
- Use of leverage in managed ASIs that apply financial leverage
Why Choose Destrier for ASI Legal Support?
Destrier was one of the first law firms to support ZASI and ASI clients when the regulations came into force. Today, we serve dozens of ASI entities across all areas of their operations. We also support ASIs registered in other EU countries and have in-depth knowledge of European regulations and their practical implications for Polish ZASI/ASI.
Thanks to our extensive experience and multidisciplinary team — including legal, tax, accounting, finance, and asset valuation experts — we offer a one-stop shop for ZASI and ASI services.
Our offer covers all legal requirements for ASI operations, including formation, transformation, mergers, ongoing legal and accounting support, reporting (including periodic reports to KNF), compliance, portfolio valuation, AML, and representation before the KNF.
Destrier holds a tax ruling confirming that services provided to ZASI/ASI are exempt from VAT.
If you are planning to establish a ZASI/ASI or want comprehensive support from a single professional provider, Destrier is the right choice.
How Does Cooperation with Destrier Law Firm Work in the Context of ASI?
Our offer is directed to entities operating as Alternative Investment Companies (ASI) and actively conducting investment activities, to External ASI Managers (ZASI) registered in the KNF’s register of ASI managers or operating under a license, as well as to investors planning to engage in such activity.
Our service model is designed as a one-stop shop, meaning we provide comprehensive and complete support across all aspects of ASI and ZASI operations. This includes ongoing legal services, legal support for investment transactions carried out by ASIs, accounting services, regulatory reporting (including periodic reports to the Polish Financial Supervision Authority – KNF), compliance, portfolio valuation, AML procedures, and representation of clients in all proceedings, including those before the KNF.
Specifically, we support our clients in the following areas:
- Conducting proceedings related to registration or licensing
- Handling the process of entering a company into the KNF’s register of ASI managers or applying for a license to operate as a ZASI
- Liaising with the KNF
- Preparing appropriate and individually tailored corporate documentation and internal procedures for the company, including:
- Articles of association/statutes for ZASI and ASI
- ASI investment policy and strategy
- Internal procedures and policies compliant with AML and GDPR regulations
- Rules of procedure for company bodies, including investment committees
- Redemption regulations and other exit mechanisms for investments
- Ongoing legal support
- Preparing investment documentation such as due diligence reports, term sheets, investment agreements, and shareholder agreements
- Supporting negotiations
- Providing ongoing corporate legal services for ASI and ZASI entities
- Structuring contractual relationships between ASI and ZASI
- Support in fulfilling regulatory and reporting obligations to KNF
- Ensuring proper execution of ASI and ZASI reporting duties
- Preparing financial reports in line with KNF’s substantive and formal-technical requirements
- Submitting annual DATMAN and DATAIF reports in the required XML format
- Comprehensive and continuous accounting services
- Outsourced bookkeeping
- Tax settlements
- Maintaining appropriate registers and summaries
- Preparing bank transfer import files
- Full payroll and HR services
- Including tax and ZUS settlements
- Preparing payroll transfer import files
- Preparation of financial statements
- In the XML format required for Alternative Investment Companies
- Development of accounting policies and chart of accounts
- Tailored to legal requirements and management accounting needs
- Periodic asset valuations
- Comprehensive support for ASI and ZASI entities benefiting from public aid
- Especially in regulatory areas involving institutions such as PFR, NCBR, and PARP
- Tax advisory services
- Conducting periodic training sessions
- Covering regulatory and investment topics relevant to ASI and ZASI operations
- Preparation of comprehensive Legal Due Diligence and Financial Due Diligence reports
- Compliance and AML advisory
- Including the drafting of mandatory AML procedures
- Conducting required periodic AML training sessions
Registration Process for External ASI Managers (ZASI)
The Act on Investment Funds and the Management of Alternative Investment Funds allows an entity managing an Alternative Investment Company (ASI) to operate without obtaining a license from the Polish Financial Supervision Authority (KNF), provided it is entered into the register of ASI managers.
Obtaining entry into this register — which enables the entity to conduct regulated activity and benefit from tax exemptions — is faster and simpler than applying for a full license. It allows the manager to carry out investment activities as long as the total value of assets under management does not exceed the statutory thresholds. These so-called “registered ASIs” are subject only to selected provisions of the Act, and the scope of KNF supervision is more limited than for licensed entities.
It is important to note that any entity applying for entry into the register must meet the criteria set out in the Act on Investment Funds and the Management of Alternative Investment Funds. First, the value of assets in the investment portfolios of the ASIs managed or intended to be managed by the applicant must not exceed the statutory limits. Additionally, the applicant must operate in one of the legal forms specified in the Act, namely:
- A capital company that is itself an Alternative Investment Company and acts as an internally managed ASI
- A capital company that serves as the general partner of an Alternative Investment Company and acts as an externally managed ASI
It is worth noting that a ZASI operating as an external manager may manage more than one ASI. However, at the stage of applying for entry into the register, the ZASI must designate at least one ASI it intends to manage.
The registration procedure is initiated by submitting an application to the KNF, which must include the following attachments:
- The company’s articles of association or statute
- A document equivalent to the current extract from the National Court Register (KRS) for the applicant (in the case of an external ASI manager)
- A criminal record certificate from the National Criminal Register for individuals serving on the governing bodies of the ASI manager and other persons responsible for or directing the ZASI’s operations
- A description of the Alternative Investment Company to be managed by the ZASI (separately for each ASI)
- A description of the investment policy of the ASI (separately for each ASI)
- A description of the investment strategy of the ASI (separately for each ASI)
- A power of attorney, if applicable, along with proof of payment of the stamp duty
The application to register an ASI manager may be submitted to the KNF either in traditional form (paper documents sent by mail or delivered in person to the KNF office) or electronically via the ePUAP platform. It is important to note that documents submitted electronically must be certified as true copies by a legal advisor or attorney-at-law. For this reason, engaging a professional entity to assist with the registration process is strongly recommended.
Accounting Services for Alternative Investment Funds
Alternative Investment Companies (ASI) are required to maintain full accounting records. This includes mandatory bookkeeping and the annual preparation of complete financial statements, including a cash flow statement and a statement of changes in equity.
We encourage you to take advantage of the accounting services offered by the Destrier Group, as they ensure full compliance with applicable regulations, efficient reporting, and professional support in the areas of accounting and taxation.
