AICs (alternative investment companies) - an alternative to traditional investment funds?
Alternative investment companies (AIC) are becoming increasingly popular. In 2017, the Polish Financial Supervision Authority registered 4 AIC management entities in total, whereas in 2018 this number had reached as many as 75. In some cases, AICs can become an alternative for closed-end investment funds managed by Polish investment companies (TFIs).
What is an AIC?
As a regulated entity, the concept of AICs resulted from implementing EU legislation into the Polish legal system. An AIC is the legal form used in particular by venture capital funds (largely due to the activities of the Polish Development Fund). AICs may also be used as an investment platform for so-called investment clubs – i.e. closed-natured initiatives involving investors who know each other and wish to invest their assets in selected undertakings. In some cases, AICs can also operate as one-person companies.
AICs conduct investment activities – i.e. they invest assets collected from investors, for the benefit of such investors. Each AIC is self-managed (as regards so-called internal AIC management) or managed by capital companies acting as AIC general partners (as regards external AIC management).
What kind of regulatory obligations apply to AICs?
If an AIC’s assets exceed €100m (or €500m in the case of AICs with no financial leverage):
· AIC’s manager merely needs to register with the Polish Financial Supervision Authority;
· No minimum initial capital or equity levels apply;
· No depositary is required;
· No specific requirements exist regarding the composition of the management board;
· It is not obligatory to recruit an investment advisor;
· No obligation exists to report changes in the structure of the AIC’s shareholders/partners;
· Only limited duties exist regarding information and reporting duties to the Polish Financial Supervision Authority.
In such cases, the AIC’s management does not require the permanent involvement of entities from outside the shareholding structure. The AIC’s manager performs duties similar to the duties of TFIs to closed-end investment funds. If the aforementioned assets threshold is observed, there is no need to possess a depositary or to engage an independent valuer. Reporting obligations are much more restricted than those which apply to traditional closed-end investment funds. This can decrease the costs associated with investment activities.
What is also important, unlike the traditional investment funds managed by TFIs, the AICs may invest in partnerships, in particular limited partnerships, directly.
AICs tax position
On 1 January 2019, double taxation restriction regulations entered into force for AICs.
Pursuant to article 17 par. 1 pt. 58a) of the Act on Corporate Income Tax, no tax is charged on the net income (gross income) of alternative investment companies achieved in a specific tax year from the sale of shares, provided that, prior to the date of sale, the AIC which sells such shares held (directly), for an uninterrupted period of two years, no less than 10% of shares in the capital of the company whose shares are being sold.
In such cases, the sale of shares in companies owned by AICs can be tax-free.
The aforementioned tax incentives are a step in the right direction. They will certainly lead to a further increase in the popularity of AICs in Poland.
If you have any questions or wish to learn more about AICs, please don’t hesitate to contact us.
Corporate law, Banking and finance, Capital markets, Mergers and acquisitions
Capital markets, Banking and finance, Mergers and acquisitions