AIF for Digital Assets in Poland: Legal Counsel for Crypto Firms

A crypto fund manager building out a European structure faces an immediate domicile question: which EU jurisdiction delivers a workable regulatory regime, institutional-grade banking access and a tax posture that does not erode returns before the first redemption. Poland's alternative investment fund regime – operating under the EU AIFMD (Alternative Investment Fund Managers Directive) as transposed into Polish law – gives a manager EU passporting rights, a well-developed securities regulator in the KNF (Polish Financial Supervision Authority, Komisja Nadzoru Finansowego), and a corporate environment that sits inside the EU single market. For a digital-asset strategy, the question is not whether the regime applies but how to calibrate it to the asset class. This page sets out the legal basis, the application process, the cross-border interactions and the decision points a fund sponsor needs to work through before committing capital to a Polish structure.

Why Poland for a Digital-Asset AIF?

Poland offers EU membership, AIFMD passporting and a supervised securities environment – three conditions that matter when a fund targets institutional or professional investors across Europe. The KNF supervises alternative investment fund managers (AIFM) and the funds they manage, applying the AIFMD framework as transposed under Polish investment-funds legislation. Importantly, the Polish regime does not automatically exclude digital assets from the investable universe; the character of the assets affects how the fund is structured and what custody and valuation processes the AIFM must put in place, not whether a fund can exist at all.

EU passporting is the structural advantage. An AIFM authorised in Poland may market units to professional investors across EEA member states under the AIFMD marketing passport, subject to notification rather than fresh authorisation in each country. For a crypto fund that draws limited partners from Germany, the Netherlands or Scandinavia, that single authorisation point is commercially significant. Managers domiciling offshore – in a structure that offers no equivalent passport – must rely on national private-placement regimes in each target country, a patchwork that becomes increasingly restrictive as the EU tightens its approach to third-country fund marketing.

The Polish market also brings a growing pool of technically sophisticated service providers: fund administrators, legal auditors and, increasingly, custody and prime-brokerage providers that have built out digital-asset infrastructure. That operational depth matters: the KNF will scrutinise an AIFM's governance and operational risk framework, and a manager that cannot demonstrate access to a credible depository and custody chain will not reach authorisation.

The process above describes the standard path for an EU-domiciled manager. Your facts – the entity structure, the investor base geography, the asset mix between liquid tokens and illiquid DeFi positions – change the analysis materially. For a scoped assessment of whether a Polish AIF fits your strategy, contact OBOLUS at info@oboluslaw.com.

Which AIF Structures Are Available Under Polish Law?

Polish investment-funds legislation provides two main vehicles relevant to a digital-asset manager: the Specjalistyczny Fundusz Inwestycyjny Otwarty (SFIO, a specialist open-end investment fund) and the Fundusz Inwestycyjny Zamknięty (FIZ, a closed-end investment fund). For digital-asset strategies, the FIZ is the more commonly used form. It allows a broader investable universe, including assets that are neither listed securities nor money-market instruments, and imposes no obligation to offer daily liquidity – a practical necessity when positions may include illiquid token positions or long lock-up DeFi protocols.

The FIZ issues investment certificates rather than units, and those certificates may be listed or unlisted. A non-public FIZ marketed only to professional investors can be structured with substantial flexibility on redemption frequency, valuation methodology and side-pocket mechanics. The AIFM managing the FIZ is the regulated entity that interfaces with the KNF; the fund itself must be registered with the KNF and, for a public FIZ, prospectus requirements apply. For most digital-asset managers, the non-public closed-end route is the operative structure.

A third vehicle – the Alternatywna Spółka Inwestycyjna (ASI, an alternative investment company) – occupies the sub-threshold AIFM space under AIFMD. An ASI manager benefits from a lighter registration regime if assets under management remain below the AIFMD full-authorisation thresholds. For a seed-stage digital-asset manager, this can be a meaningful entry point: the ASI structure permits investment activity with proportionate regulatory overhead, while leaving a clear upgrade path to full AIFM authorisation as AUM grows. In our practice, we regularly advise managers on whether to launch at the ASI level and scale, or to seek full authorisation from inception – and the answer turns on investor expectations and the target marketing geography.

How Does the AIFMD Regime Apply to Crypto Assets?

AIFMD does not define digital assets or crypto assets as a category; it regulates the manager of a collective investment scheme rather than the nature of what the scheme holds. The consequence is that a Polish AIFM managing a crypto fund operates under the same governance, risk-management, liquidity-management and depository obligations as an AIFM managing a private equity fund – with the additional complexity that many of those obligations were designed for traditional assets and must be mapped onto an asset class that behaves differently.

The depository requirement is the most structurally demanding. Under the AIFMD framework, a full-scope AIFM must appoint a depository – a credit institution or eligible investment firm – to hold the fund's assets in custody or to verify ownership where custody is not possible, and to perform oversight and cash-flow monitoring functions. For tokenised assets, the depository must be able to demonstrate control over the private keys or the custodial infrastructure that secures them. In practice, depositories eligible under the AIFMD framework have been slow to add digital-asset infrastructure; this creates a real structuring challenge that a manager must resolve before application.

MiCA – the EU Markets in Crypto-Assets Regulation supervised by ESMA and national competent authorities including the KNF – sits alongside AIFMD rather than replacing it for fund structures. A Polish AIFM holding crypto-assets in a fund does not thereby become a CASP (crypto-asset service provider under MiCA), unless it separately provides MiCA-regulated services to third parties. However, where a fund invests in tokens that are asset-referenced tokens or e-money tokens under MiCA, the issuer of those instruments must be MiCA-authorised, and the AIFM's due-diligence process should reflect that layer. We advise managers to map the token inventory against MiCA classifications at the fund-design stage, not after commitments have been drawn.

What Does the Application Process Involve?

The KNF authorisation process for a full-scope AIFM is a structured, document-intensive exercise that rewards preparation. The regulator reviews the manager's governance documents, organisational structure, risk-management framework, compliance function, remuneration policy and the operational procedures that govern investment decision-making, valuation, liquidity management and conflicts of interest. For a digital-asset manager, the application package must also address the specific operational risks of the asset class: key-management procedures, exchange and custodial counterparty risk, smart-contract audit processes and the valuation methodology for illiquid token positions.

Timeline varies by complexity and by how complete the application dossier is at submission. In our experience, an AIFM application that is well-prepared at first submission – meaning all required documents are present, the governance structure is clear and the compliance and risk narratives address the KNF's known areas of focus for digital-asset managers – moves through the process more efficiently than one that triggers multiple rounds of supplementary questions. Applicants should plan for a process that runs across several months; the KNF, like most EU regulators, has expanded its supervisory focus on crypto-fund structures in line with the ESMA supervisory convergence agenda, and scrutiny of digital-asset AIFs has increased accordingly.

Key documents include: the AIFM's articles of association, the fund rules or investment certificate terms, a programme of operations, a business plan covering the first three years, the risk-management and compliance policy manuals, the depository agreement (or evidence of a binding agreement in principle), key-function staffing documentation and a description of the valuation methodology. The fund registration and the AIFM authorisation are separate but concurrent processes before the KNF.

For the sub-threshold ASI route, the registration process is lighter – no full authorisation dossier is required – but the ASI manager is still subject to AML/KYC obligations under applicable Polish law implementing the EU Anti-Money Laundering Directives, including the Travel Rule (the obligation to pass originator and beneficiary data with a virtual-asset transfer) where the ASI executes transfers above the applicable de minimis threshold.

How Do Tax and Banking Interact With a Polish AIF?

Tax treatment is one of the most consequential variables in fund domicile selection, and the wrong structure locks in leakage that compounds over the fund's life. A Polish closed-end investment fund (FIZ) structured as a legal person is subject to Polish corporate income tax on its income, though the specific treatment of categories of income – including gains from the disposal of crypto assets and income from staking or yield – turns on how those items are characterised under Polish tax law, which continues to develop as the asset class matures. In our practice, we regularly advise on the interaction between Polish fund-level taxation and the investor's home-country tax position, particularly where the LP base spans multiple EU jurisdictions.

The ASI structure, by contrast, may be organised as a transparent partnership or a capital company, and the tax treatment differs accordingly. A transparent ASI passes tax exposure through to investors; a corporate ASI is a Polish taxpayer. The choice of vehicle therefore carries a tax dimension that should be modelled against the investor profile before commitments are made. Withholding tax on distributions, the availability of participation exemptions and the interaction with the EU's parent-subsidiary and interest-royalties frameworks all require jurisdiction-specific analysis.

Banking access is a practical constraint that no amount of regulatory authorisation removes on its own. Polish banks have become more active in servicing regulated fund vehicles, and a KNF-authorised AIFM with strong governance documentation is in a materially better position to open and maintain accounts than an unregulated vehicle. That said, banks assess digital-asset funds on their own underwriting criteria, which typically include transaction monitoring capacity, AML programme quality, the identity of the custodian and the nature of the underlying assets. We advise managers to begin the banking conversation early – ideally in parallel with the KNF application – and to have the compliance documentation ready before the first meeting with a bank.

Cross-border banking – using accounts outside Poland to manage subscriptions or redemptions, or to hold fiat reserves while the fund executes in crypto – raises its own questions around payment flows, SWIFT access and the bank's own digital-asset policy. For managers with a global LP base, we work through these questions as part of the structuring process, not as an afterthought once the fund is registered.

If your prior structure stalled on banking access or a KNF query, a second structural read can identify the cause and the path forward. Write to OBOLUS at info@oboluslaw.com or message us via t.me/oboluslaw.

Cross-Border Investors and the AIFMD Passport

The AIFMD marketing passport allows a Polish-authorised AIFM to market fund units to professional investors in other EEA states by notifying its home regulator – the KNF – which then notifies the host-state regulator. This notification procedure is administrative; it does not require re-authorisation. The passport is, however, limited to professional investors as defined under AIFMD, and the AIFM must comply with any additional marketing conditions the host state imposes, including specific disclosure obligations or registration requirements that sit outside the passport scope.

For US investors, the AIFMD passport is not available; separate analysis under US securities law – primarily the Investment Company Act exemptions and the Investment Advisers Act – is required. A Polish AIFM targeting a US LP must either structure that LP's participation under an available exemption or bifurcate the fund structure to serve US and non-US investors through parallel vehicles. In our cross-border practice, we work with allied counsel in the relevant jurisdiction to map this exposure at the fund design stage.

Retail investors are outside the scope of the marketing passport for most AIF structures. A manager that anticipates a retail investor base – even a professional-to-retail transition over time – should flag this in the initial structuring work. The regulatory and disclosure requirements for retail-eligible vehicles are substantially heavier, and the product design must reflect that from inception.

Decision Matrix: Which Polish Vehicle Suits Which Profile?

The choice of vehicle turns on four axes: AUM at launch, investor type, asset liquidity and marketing geography. Here is how the main profiles map in our experience.

A seed-stage manager with AUM below the AIFMD full-authorisation threshold, a closed investor group of fewer than 150 professional investors and a strategy concentrated in liquid, exchange-traded tokens is typically best served by the ASI route. The regulatory overhead is proportionate to the AUM base, time-to-market is faster, and the structure can be upgraded to a full AIFM/FIZ as AUM scales. The key risk is that the ASI cannot use the AIFMD marketing passport; investor acquisition relies on existing relationships or national private-placement exemptions in each target country.

A manager at or approaching the AIFMD thresholds, with a diversified EU LP base and a strategy that mixes liquid tokens with illiquid positions in early-stage protocols, should target the full AIFM authorisation and a non-public FIZ from inception. The regulatory burden is higher and the timeline is longer, but the passport access and the institutional credibility of the authorisation justify the investment. This is the profile where a well-managed KNF application – with a complete dossier at first submission – pays the largest dividend.

A manager with a primarily US LP base, or one whose strategy is heavily concentrated in assets that would be characterised as securities under US law, should approach the Polish AIF route with caution and US-qualified counsel engaged in parallel. The AIFMD framework is built for EU distribution; layering a US securities-law analysis onto it is not impossible but adds material complexity that must be resolved before commitments are made.

In a recent matter, a digital-asset fund manager that had been operating through a non-EU offshore vehicle approached us after institutional LPs began requiring an EU-regulated structure as a condition of renewed commitment. We structured a Polish ASI as an interim vehicle while the full AIFM authorisation was in preparation, allowing the manager to retain existing commitments and begin the KNF process on a planned rather than reactive basis. The transition preserved the LP relationships and positioned the manager for the marketing-passport marketing geography they had originally targeted.

A Common Assumption About Offshore Vehicles

A common assumption among early-stage fund sponsors is that any offshore vehicle – BVI, Cayman, or a comparable structure – works equally well for a digital-asset fund targeting European institutional investors. In our practice, we regularly see the consequences when that assumption is tested. Institutional LPs operating under their own regulated mandates – pension schemes, insurance companies, family offices subject to EU-supervised governance – typically require their fund managers to be operating under a recognised supervisory framework. An offshore vehicle with no EU authorisation does not satisfy that requirement, regardless of how sophisticated the manager's investment process is.

The AIFMD framework, precisely because it imposes governance, risk-management and depository obligations that are transparent and supervisory, gives institutional investors the compliance hook they need to allocate. A Polish AIF operated by a KNF-authorised AIFM is not just a legal structure; it is an institutional signal. Managers who deferred EU authorisation in the early years of their fund sometimes find themselves restructuring under time pressure when a large LP makes it a condition of a new commitment. Doing it under pressure is more expensive and more disruptive than doing it planned.

Offshore vehicles remain appropriate for specific profiles – a manager with a US-only LP base, a single family-office vehicle, or a structure designed to operate outside the EU marketing environment. The point is not that offshore is wrong; it is that the choice of domicile should be driven by investor base, asset mix and redemption profile, not by inertia or an assumption that all structures are interchangeable. We match domicile to those three variables as the first step in any fund-formation engagement.

Related at OBOLUS

• Funds & Investment Vehicles for Digital-Asset Businesses – our practice overview covering fund formation across jurisdictions and vehicle types
• Fund Domicile Selection for Early-Stage Founders – a structured framework for matching domicile to investor profile, asset mix and growth plan
• Oracle and Data Feed Liability in the Czech Republic – legal exposure analysis for protocol-layer risk in Central European jurisdictions

FAQ

Where should a crypto fund be domiciled?

Domicile selection turns on three variables: the identity and regulatory requirements of your LP base, the liquidity and classification of the assets in the strategy, and the tax and banking environment you need to operate sustainably. An EU domicile with AIFMD passporting – such as a Polish FIZ with a KNF-authorised AIFM – suits a manager targeting EU professional investors. Offshore structures suit different profiles. There is no universal answer; the right domicile is specific to each fund's facts.

Does a digital-asset fund manager need a licence?

In most EU jurisdictions, yes. Managing a collective investment scheme that falls within the AIFMD scope requires authorisation as an AIFM from the relevant national competent authority – in Poland, the KNF. Sub-threshold managers may operate under a lighter registration regime, such as the Polish ASI framework. Managers that remain outside EU distribution channels may rely on national exemptions, but those exemptions are narrowing as supervisory expectations tighten. Managing a digital-asset fund without engaging this question is a material compliance risk.

How is custody arranged for a crypto fund?

A full-scope AIFM must appoint a depository that either holds assets in custody or verifies ownership where direct custody is not possible. For digital assets, this requires the depository to have infrastructure capable of controlling or monitoring private-key custody arrangements. Eligible depositories under the AIFMD framework have been adding this capability, but availability is not universal. Sub-threshold managers and ASI structures face lighter depository obligations, but still need a credible custody solution that satisfies both the regulator and institutional investors. This is a structuring question to resolve early in the process.

OBOLUS is an independent digital-asset law boutique acting only for businesses. We advise exchanges, custodians, token issuers and funds on licensing across 70+ jurisdictions, on disputes and on-chain asset recovery across 25+ forums, and on the tax, banking and compliance that sit around them. Digital assets are the whole of our practice. We match domicile to investor base, asset mix and redemption profile – not to inertia. To discuss your fund structure, contact info@oboluslaw.com. To map your options in a first call, write to us at info@oboluslaw.com or message t.me/oboluslaw.

By Lydia Brennan, Tax & Structuring Analyst – specialist in fund domicile structuring, cross-border tax analysis and regulatory capital planning for digital-asset investment vehicles across EU and offshore jurisdictions.

This publication is general information about the law and does not constitute legal advice. It is not a substitute for advice tailored to your circumstances. OBOLUS accepts no liability for action taken or not taken on the basis of this material. For advice on your situation, contact info@oboluslaw.com.