Determining the name of an Alternative Investment Company (ASI) requires consideration of both the provisions of the Act on Investment Funds and the Management of Alternative Investment Funds (the “Investment Funds Act”) and the relevant regulations governing the legal form under which the ASI will operate. It is worth recalling that the Investment Funds Act allows ASIs to operate in the form of:

  • Capital companies, including European companies
  • Limited partnerships or joint-stock limited partnerships, where the sole general partner is a capital company, including a European company

Given this, the first step is to properly construct the company name under which the ASI will operate. In this context, key provisions include Articles 104, 127, 160, and 305 of the Commercial Companies Code (k.s.h.), which are considered specific regulations in relation to the general rules on company names found in the Civil Code.

Naming Rules by Legal Form

For limited partnerships, Article 104 of the Commercial Companies Code requires that the name include the surname of at least one general partner and the full legal designation “spółka komandytowa” (limited partnership). If the general partner is a legal entity, the name must include the full name of that entity along with the designation “spółka komandytowa.” If there are other general partners, particularly natural persons, their surnames may also be included. However, the names of limited partners must not be included.

Article 127 of the Code sets similar rules for joint-stock limited partnerships. The name must include the full legal designation “spółka komandytowo-akcyjna” (joint-stock limited partnership) and the name of at least one general partner — either the surname (for natural persons) or full name (for legal entities). The names of shareholders must not be included.

For limited liability companies and joint-stock companies, the name may be freely chosen, but must include the designation of the selected legal form.

Mandatory Use of “ASI” in the Company Name

According to Article 8c(6) of the Investment Funds Act, ASIs managed by an authorized ASI manager — either licensed by the Polish Financial Supervision Authority (KNF) or entered into the register of ASI managers — are required to include the designation “Alternative Investment Company” or the abbreviation “ASI” in their name.

Summary

A properly constructed name for an Alternative Investment Company must include:

  • The designation of the legal form under which the company operates
  • The term “Alternative Investment Company” or the abbreviation “ASI”