Thursday, 15 January 2026
The Council of Ministers of Poland has adopted a draft amendment to the Act on Investment Funds and the Management of Alternative Investment Funds, as well as the Act on Trading in Financial Instruments. The proposal forms part of the government’s broader deregulation agenda and is aimed at reducing administrative burdens for non-public closed-end investment funds.
The bill removes the obligation for non-public closed-end investment funds to register their investment certificates in the securities depository operated by the National Depository for Securities. It also abolishes the requirement for these funds to appoint an issue agent solely for the purpose of such registration.
According to the government, the current framework results in an overly formalised issuance process for investment certificates, generating costs that are disproportionate to the scale and profile of non-public funds. These funds are typically addressed to professional investors, and the existing requirements are not reflected in European Union regulations.
Under the proposed changes, non-public closed-end investment funds will be allowed to register investment certificates directly in the fund’s register of participants, provided that this option is предусмотрed in the fund’s statute. This solution is intended to align the registration system with the size of the fund and the needs of its investors.
The register of participants may be maintained either by the investment fund company managing the fund or by a professional entity appointed for this purpose. The government expects this to reduce operating costs while ensuring that records continue to be kept by qualified entities.
Any change to the registration system will require approval by the investors’ meeting and an amendment to the fund’s statute. This is intended to give fund participants a direct say in how investment certificates are registered.
Where certificates are registered in the participants’ register, the entity maintaining the register will be required to provide information on issued certificates and on benefits due to investors, including whether and to what extent such benefits have been paid. This is expected to improve transparency for current and potential investors.
If adopted by parliament, the new provisions are set to enter into force 14 days after publication in the Journal of Laws.
