Publication date: December 01, 2025
Investment Fund Company
An Investment Fund Company (TFI) is the governing body of an investment fund that manages the fund and represents it externally. Furthermore, pursuant to Article 14 of the Act of 27 May 2004 on Investment Funds and Alternative Investment Fund Management (Journal of Laws of 2004, No. 146, item 1546, as amended), only an Investment Fund Company has the right to establish an investment fund. Only a joint-stock company can obtain TFI status.
According to the Act, the establishment of an Investment Fund Company requires the consent of the Polish Financial Supervision Authority (KNF). The sole purpose and function of the company is to create and manage investment funds and represent them before third parties. The company’s standard initial capital is at least the złoty (PLN) equivalent of €125,000. If the company wishes to expand its operations to include portfolio management of one or more financial instruments or investment advice, the capital is increased to the equivalent of €730,000.
Statute of the Investment Fund Company
The Act does not directly provide for requirements that must be met by the statute of an investment fund company (as Article 18 provides for the statute of an investment fund).
However, it certainly stipulates the obligation to create one. For example, Article 58, Section 1, Item 1 of the Act on Investment Funds and Management of Alternative Investment Funds requires that the statute be attached to the application for a permit to conduct the company’s activities.
An investment fund’s articles of association must include the company’s name, registered office, and address. The investment fund company’s name must include the additional designation “investment fund company.” If the company’s articles of association so provide, the company may use the abbreviation “tfi” instead.
The bodies of an investment fund and the manner of its representation
The statute (of the fund) must specify the fund’s bodies and the manner of its representation, and the main body of the fund is the Investment Fund Company.
Pursuant to the Act on Investment Funds and the Management of Alternative Investment Funds, a person with full legal capacity may be a member of the management board or supervisory board of a company. The number of members of the management board and supervisory board of a company must ensure effective, proper, and prudent management of the company.
At least two members of the management board, including the president of the management board, and at least half of the members of the supervisory board must have higher education or the right to practice as an investment advisor.
The management board and supervisory board of a company may only consist of individuals of impeccable repute in the positions they hold, possessing the knowledge, competence, and experience necessary to effectively, properly, and prudently manage the company, taking into account the scope, scale, and complexity of its operations. Individuals convicted of an intentional crime or a tax offense by a final judgment may not serve on the management board or supervisory board of a company.
At least two members of the management board, including the president of the management board and the member of the management board responsible for supervising investment decisions regarding investment portfolios of funds managed by the company or portfolios that include one or more financial instruments managed by the company, must have at least 3 years of experience in a managerial or independent position in financial market institutions or in holding functions in the bodies of these institutions during that period.
The following functions must be distinguished in the management board of the society:
1. a member of the management board supervising the risk management system in the company;
2. a member of the management board supervising investment decisions regarding investment portfolios of funds managed by the company or portfolios that include one or more financial instruments managed by the company
These functions cannot be combined, and the function of a member of the management board supervising the risk management system in the company cannot be combined with the function of president of the management board.
In the case of an open-end investment fund and a specialist open-end investment fund, the fund’s statute must also specify the rules and procedures for the operation of the meeting of participants.
Required elements of the investment fund statute
In addition to the elements described above, the articles of association of an investment fund must also include the details of the management company, if the company has concluded an appropriate agreement, the name, registered office and address of the depositary.
The management company (pursuant to Art. 46 sec. 1-3a and Art. 46b) may enter into an agreement entrusting management of the fund’s investment portfolio or part thereof, real estate management, property management, in particular the implementation of investment processes, or risk management of the investment fund. In such a case, the fund’s statute must designate the entity entrusted with these duties.
If the duration of the investment fund is limited, this period should be indicated in the statute.
It should also be indicated the total amount of payments to the fund and the types of securities other than dematerialised securities that may be the subject of payments for the acquisition of investment certificates, and it should be indicated whether shares in limited liability companies or the rights referred to in Article 147 paragraph 1 item 1 letters a and b and item 2 (for example ownership or joint ownership of real estate) may be the subject of payments for the acquisition of investment certificates – but only in the case of a closed-end investment fund.
Other mandatory elements of the statute are: the investment objective of the investment fund or sub-funds, the principles of the investment fund’s investment policy, the principles for paying out the investment fund’s income to the fund’s participants (if the statute provides for paying out these incomes without redeeming participation units) and the principles for paying out the fund’s income to the participants of a closed-end investment fund (if the fund’s statute provides for paying out these incomes).
The types, maximum amount, method of calculation and accrual of costs charged to the investment fund, including in particular the management company’s remuneration, and the earliest dates by which individual types of costs may be covered, the frequency of valuation of the investment fund’s assets, determination of the net asset value of the investment fund and the net asset value per participation unit or investment certificate, as well as – in the case of a closed-end investment fund – the methods and principles of asset valuation should be indicated.
In the case of an open-end investment fund and a specialized open-end investment fund, the articles of association must include an indication that the methods and principles of valuing the fund’s assets described in the information prospectus are consistent with the regulations on accounting for investment funds.
The statute should regulate the minimum amount of payment to an open-end investment fund, the rights of investment fund participants other than those arising from the Act (if any), the method of making information about the investment fund publicly available, the method of announcing amendments to the statute, as well as the reasons for dissolving the investment fund other than those arising from the Act.