01/09/2026
The financial statements of a Polish alternative investment company (ASI) and of its manager (ZASI) are subject to a mandatory audit by a statutory auditor – regardless of the entity’s size.
This exclusion from the standard procedure for determining the audit obligation comes as a surprise to many entities, which fail to fulfil the obligation on time – a frequent cause of removal of the entity from the ASI/ZASI register kept by the Polish Financial Supervision Authority (KNF).
In our practice we have often carried out engagements for ASI companies that had not factored the mandatory audit into their compliance calendar.
Where does the audit obligation come from? Article 64(1)(2) of the Accounting Act
The catalogue of entities required to have their financial statements audited is set out in Article 64(1) of the Polish Accounting Act. Most businesses know it from point 4, which makes the audit obligation conditional on exceeding size thresholds (total assets, revenues, employment). ASI and ZASI, however, are subject to audit on a different basis – under Article 64(1)(2), which covers entities operating under the provisions on investment funds and the management of alternative investment funds.
The consequence is significant: the size thresholds are entirely irrelevant here. The annual financial statements of every ASI and of every external manager of an ASI are subject to audit – regardless of total assets, revenues or headcount, and starting from the first year of operating in that status.
When does the audit obligation arise?
The audit obligation derives from the entity’s status as one “operating under” the Act on Investment Funds and Management of Alternative Investment Funds. In practice this means it arises upon the entry of the ASI manager in the register kept by the KNF (or, for ZASI operating at a larger scale, upon obtaining a KNF licence). The first financial statements subject to audit are therefore the statements for the financial year in which the company was entered in the register – even if the entry took place during the year and the investment activity is only just beginning.
This is worth bearing in mind as early as the fund structuring stage: the agreement with the audit firm must be signed sufficiently early, and the first audit will also cover events preceding the start of typical investment activity.
Audit of the ASI vs. audit of the ZASI – two entities, two sets of financial statements
In structures with an external ASI manager (e.g. an ASI in the form of a limited partnership or a limited joint-stock partnership in which the general partner is a capital company acting as the ZASI), two separate sets of financial statements are subject to audit: those of the ASI and those of the ZASI itself. In the case of an internally managed ASI (a joint-stock company or a limited liability company managing itself), there is only one entity – and its financial statements are subject to audit.
The special reporting template for ASI financial statements
The second important distinction concerns the form of the financial statements themselves. An ASI does not prepare its financial statements in accordance with Appendix No. 1, 4 or 5 to the Accounting Act – the scope of information applicable to it is set out in the Regulation of the Minister of Development and Finance of 12 December 2016 on the scope of information disclosed in the financial statements of alternative investment companies (Journal of Laws 2016, item 2051).
This also means that an ASI cannot use the simplifications available to micro and small entities, even if the scale of its operations is modest. This point matters in practice – at first-time audits we often come across ASI financial statements that contain such simplifications.
The layout of the balance sheet and the profit and loss account is tailored to the nature of investment activity: investments are the central asset item, and the result is presented with realised gains (losses) on the disposal of investments shown separately from unrealised changes in their valuation.
As a rule, an ASI’s investments are measured at fair value, which makes portfolio valuation – rather than classic cost items – the main focus of the statutory auditor’s work. The financial statements are prepared electronically, in accordance with a dedicated e-SF logical structure published by the Polish Ministry of Finance (separate from the structures used by “ordinary” entities).
Importantly, the special template applies to the ASI. An external ASI manager prepares its own financial statements under the general rules (usually in accordance with Appendix No. 1) – but, as indicated above, those statements are also subject to a mandatory audit.
The schedule of investments – an additional element of ASI financial statements
An element of ASI financial statements that you will not find in statements prepared under the appendices to the Accounting Act is the schedule of investments (zestawienie lokat). It is a tabular presentation of the company’s entire investment portfolio in which, for each category of investments (including shares in portfolio companies, debt instruments and fund units), the following are disclosed: the value at acquisition cost, the value as measured at the balance sheet date, and the percentage share in total assets. It is supplemented by a schedule of additional information describing, among other things, the details of individual investments and the methods used to determine their value.
From the perspective of investors and the KNF, the schedule of investments is the most important part of the financial statements – it shows what the fund has actually invested in and how it values its positions. From the audit perspective, it is an area that must be reconciled to the accounting records down to the last zloty and that requires a critical assessment of portfolio company valuations, especially in venture capital portfolios.
What are the consequences of not having an audit?
Financial statements subject to audit cannot be validly approved without an audit report – and any distribution or coverage of the financial result made without approved financial statements is null and void by operation of law (Article 53 of the Accounting Act). In addition, the ZASI submits the audited financial statements to the KNF, so the absence of an audit quickly comes to light in the course of supervision and may result in administrative sanctions, up to and including removal from the register. The entity’s head also faces liability under Article 79 of the Accounting Act for failing to submit the financial statements for audit.
Frequently asked questions (FAQ)
Does a small, registered ASI have to have its financial statements audited?
Yes. The audit obligation follows from Article 64(1)(2) of the Accounting Act and does not depend on the entity’s size. The thresholds (total assets, revenues, employment) apply to other entities – those covered by Article 64(1)(4).
From which year is an ASI subject to audit?
From the financial year in which the ASI manager was entered in the KNF register (or obtained a licence). The first audit therefore already covers the year of registration, even if investment activity was only just starting.
Are the ZASI’s financial statements also subject to audit?
Yes. An external ASI manager operates under the same investment fund legislation, so its annual financial statements are also subject to a mandatory audit – although they are prepared under the general rules rather than the ASI template.
How do ASI financial statements differ from ordinary financial statements?
An ASI prepares its financial statements in accordance with the Regulation of 12 December 2016, not in accordance with Appendix No. 1, 4 or 5 to the Accounting Act. The statements additionally include a schedule of investments (the investment portfolio with acquisition cost, balance sheet valuation and share in total assets) and a schedule of additional information, and investments are, as a rule, measured at fair value.
Biegly.pl audits the financial statements of ASI and ZASI and verifies portfolio company valuations. If your ASI has been entered in the KNF register and its first audit is approaching – contact us to plan it in advance.
