Poland

Legal and tax aspects of
investing in real estate
The term joint venture may be understood
as a cooperation of two entities resulting in
setting up a new company (the investment
on such basis is carried through the given
company, as described before) or it may
be only a very close cooperation between
the two entities, which allocate capital for
activities implemented jointly by sharing
costs and revenues under a joint venture
contract, without creating a separate
business entity.
The objectives for the creation of joint
ventures are:
• gaining access to new markets,
• synergies,
• risk diversification,
• achieving economies of scale,
• providing access to cheaper sources of
supply,
• joint development and sharing of
technology,
• overcoming barriers and administrative
duties created by the country of one of
the partners.
2.2.5 Investment Fund -
closed-end fund
The Polish Investment Funds’ activity is
comprehensively regulated by the Act of 27
May 2004 on Investment Funds (hereinafter
referred to as the Act on Investment Funds).
According to that Act, the sole object of
the investment fund’s activity is to invest
the monies acquired from the participants
in shares, securities, money market
instruments and other property rights –
including real property.
Investment funds differ from regular legal
entities such as capital companies, as an
investment fund merely forms an asset
base consisting of the payments of the
participants and the assets acquired for the
said payments.
The Act on the Investment Funds
differentiates in general between Open-
End Investment Fund and Closed- End
Investment Fund (hereinafter referred to
as FIZ).
FIZ is a legal person. The primary
principle of the FIZ is the fixed number of
participation titles (investment certificates)
issued in exchange for contributions made
by its participants (investment certificateholder).
FIZ does not issue participation
titles on every demand of an investor as
is the case with the open-end investment
funds, but rather in discretionary periods of
time. In order to subscribe for investment
certificates, the participant has to make
a contribution to the FIZ. Generally, the
participants may contribute to the FIZ cash,
shares or real estate.
The FIZ’s bodies are the Management
Company, the Board of Investors
(controlling body) and General Investor’s
Meeting.
The Management Company (Towarzystwo
Funduszy Inwestycyjnych) is a legal entity
separate from the Investment Fund.
According to the legal provisions only a
joint-stock company with its registered
office in Poland holding authorization to
conduct the activities related to creating
investment funds and managing them
issued by the Polish Financial Supervision
Authority (Komisja Nadzoru Finansowego),
70 | Poland. The real state of real estate