Does Your Polish Startup Own Its Product? A Guide to the IP Chain of Title

The investor asks: “Show us the IP chain of title". The answer “It’s our product—the founder is on the management board, after all" is not enough. And this is exactly where the funding round comes to a standstill.

If your product—the code, interface, database, domain—was created by a founder acting as an individual before the company was registered or before any agreement transferring the rights was signed, the company formally has no legal title to what it sells. Assets acquired by shareholders do not become company property until they are transferred to it. This is not theory—it is a principle investors verify in the first few days of due diligence.

In this article, you will learn what an IP chain of title is, why its absence can block a funding round, which product layers need to be covered by a single agreement, and how to avoid the most common mistakes—including the invalidity of an agreement with a management board member. At the end, you will find a 12-point checklist to go through before speaking to an investor.

Key concepts before you continue

Before we go into detail, it is worth defining several terms that come up in every discussion about a startup’s IP.

Why your company may not own the rights to its own product

The pattern is a recurring one. A founder writes the MVP in the evenings before the company is registered. A year later, the company has paying customers, revenue, and a team—but the code, interface, copy, and database structure formally belong to an individual.

The problem does not disappear when the founder is the CEO. Quite the opposite—this creates an additional formal risk (more on that shortly).

Three situations in which the gap most commonly arises

1. A company incorporated through the S24 portal—when registering online, contributions may only be made in cash. IP cannot be contributed in kind. The product must therefore be transferred to the company under a separate agreement—and that agreement is often simply never created.

2. The founder created the product before the company existed—the IP originated with an individual. Registering the company changes nothing. Without a written transfer agreement, the rights remain with the creator.

3. Contractors and freelancers without IP agreements—Article 74(3) of the Copyright Act grants an employer the rights to a computer program created by an employee in the course of their employment duties. However, this rule does not apply to B2B relationships. A contractor working under a services agreement who has not signed an assignment of rights retains the economic copyrights to the code (source: PARP—copyright in employment relationships).

When the problem comes to light

Contact us—we will help identify gaps in your company’s IP chain of title.

Anatomy of a single agreement that completes the chain of title to the entire product

The good news: in most cases, a single written agreement is enough to transfer the rights to the entire MVP to the company. The bad news: the agreement must cover more than a dozen elements that most online templates fail to mention.

Product layers that must be included in the agreement

Two lists of fields of exploitation—the most common mistake

A technology product consists of two types of works governed by different provisions:

1. Software—the fields of exploitation under Article 74(4) of the Copyright Act: permanent or temporary reproduction, translation, adaptation, alteration of arrangement, and distribution (including lending and rental).

2. Non-software works (interface, graphics, documentation, copy)—the fields of exploitation under Article 50: fixation, reproduction, distribution, public display, and making available online.

An agreement that lists only one set leaves a gap with respect to the other. The investor will notice.

Derivative rights—without them, you cannot develop the product

The transfer of economic copyrights does not automatically grant the right to modify and develop a work. Article 46 of the Copyright Act requires a separate provision. Without one, every subsequent version of the product requires the creator’s separate consent.

Scenario: the team wants to release a new version. The agreement transferred the economic copyrights, but not the derivative rights. Every modification requires going back to the founder for consent—and if the relationship has deteriorated, the company is stuck.

Copies and media—Article 52 of the Copyright Act

Article 52 distinguishes the transfer of rights from the transfer of ownership of a copy. Without a separate provision, the company owns the rights but not the medium on which the work is fixed. The handover protocol should cover:

1. Source code and object code
2. Repository history (commits, branches)
3. Database structure
4. Technical documentation
5. Configuration files and environment variables
6. Keys and access credentials
7. An obligation for the transferor to delete all copies

Moral rights—inalienable, but capable of being addressed

Moral rights (the rights of authorship, attribution, and integrity of the work) are inalienable. They cannot be transferred under any agreement. The solution: an undertaking by the creator not to exercise them, together with authorization for the company to decide on the first disclosure and anonymous distribution of the work.

The Article 210 § 1 trap—invalidity that cannot be remedied by an amendment

If the IP transferor is a management board member of the company (and in startups, this is almost always the founder and CEO), the company must be represented by the supervisory board or an attorney appointed under a resolution of the shareholders’ meeting.

A breach of this requirement results in the absolute invalidity of the agreement under Article 58 § 1 of the Civil Code. This is confirmed by the established case law of the Supreme Court (including II CSKP 1295/22).

What this means for your company

How to do it correctly

1. The shareholders’ meeting adopts a resolution appointing an attorney to enter into the agreement with the management board member.
2. The attorney signs the agreement on behalf of the company.
3. A copy of the resolution is attached to the agreement.

The entire procedure requires one meeting and one additional document. The cost of skipping it: repeating the entire transaction and, in the worst-case scenario, doing so when the transferor is no longer motivated to cooperate.

AI-generated code—an element missing from older agreement templates

The Polish Copyright Act requires a work to be a “manifestation of creative activity of an individual nature" (Article 1(1)). The CJEU confirms that protection applies only to the author’s own intellectual creation (Cases C-5/08 Infopaq, C-145/10 Painer).

A piece of code generated autonomously by an AI model—without human creative decisions concerning its specific elements—does not meet this threshold. It is not a work. There are no rights to transfer (EU Regulation 2024/1689—the AI Act).

How to address this in the agreement

1. Creator’s representation that they reviewed and creatively edited the outputs generated by AI tools—where the human creative contribution is sufficient, the component constitutes a work and is transferred under the general rules.

2. Components that are not works—the transfer of ownership of copies (the media on which the code is fixed) and the provision of know-how ensuring that the company has the practical and legal ability to use them.

3. Risk of third-party material—if AI output contains a protected part of someone else’s program (from training data), its use may require permission from the rights holder. Not knowing the source does not eliminate the risk of infringement.

There is no Polish case law directly determining the status of code generated by contemporary AI models. The agreement should therefore distinguish between the two categories and protect the company regardless of future rulings.

Joint authorship, future works, and exclusions—three pitfalls that block transactions

Two founders, one MVP, no agreements

Article 9(1) of the Copyright Act: joint authors hold copyright jointly, and their shares are presumed to be equal. The consent of all joint authors is required to exercise the rights to the work as a whole (Copyright Act).

Without an agreement, neither founder can independently transfer the rights to the entire MVP. The company does not acquire the rights merely because the founders are its shareholders. The transfer requires a written agreement with both joint authors.

Important: joint authorship requires a genuine creative contribution to the form of expression. An idea, business concept, or financing alone does not create joint authorship.

Prohibition on covering all future works

Article 41(3) of the Copyright Act: an agreement is invalid to the extent that it concerns all works, or all works of a particular type, to be created by the same creator in the future (Journal of Laws 2025, item 24).

A clause stating that “the founder transfers all future copyrights to the company" is invalid to that extent. A safe agreement should identify the type, function, or method of commissioning the works and limit the obligation by time or subject matter. The Court of Appeal in Gdańsk (I AGa 113/21) confirmed that the purpose of the provision is to protect creators from having their entire future output taken over.

Exclusions—silence creates a gap

Components that do not belong to your product must be expressly listed in an appendix:

1. Open-source libraries (including license information)
2. Commercial fonts
3. Cloud services (AWS, GCP, Azure)
4. The logo, if it was created by an external agency
5. The product requirements document, if it was created by the customer

During due diligence, silence is interpreted as a gap. An express exclusion is safer. At the same time, obtain licenses to these components in the company’s name.

A separate issue: using a component under the AGPL that has been modified and made available to users over a network may trigger an obligation to make the source code available—the scope of this obligation depends on the architecture and method of integration. Without an SBOM, it is impossible to demonstrate license compliance during due diligence (Article 74 of the Copyright Act).

Tax consequences of transferring IP—what to determine before signing

A founder’s income from the transfer of economic copyrights for consideration is classified as income from property rights (Article 18 of the PIT Act). The 50% tax-deductible costs under Article 22(9)(3) may apply—provided that an actual link between the income and the disposal of copyrights can be demonstrated and the annual limit of PLN 120,000 is not exceeded (podatki.gov.pl—copyright income).

Recommendation: consult a tax adviser on the tax classification of the transfer before signing the agreement. Describe the consideration as appropriate to the product’s stage, with reference to public-law liabilities.

Confidentiality without a hidden non-compete

Overly broad confidentiality clauses and restrictions on using code may, in practice, prevent the founder from continuing to work in the industry. The creator refuses to sign—and the transaction comes to a halt.

A safe confidentiality framework should include:

1. A time limit—e.g. 3 years from the date of the agreement
2. Expiry when the information is publicly disclosed
3. A separate prohibition on using the transferred code to recreate the product
4. Three exclusions: the creator’s general knowledge and professional experience, generic and open-source solutions, and independently writing code with similar functionality

Without these exclusions, a restriction on using the code becomes a de facto non-compete—which creates resistance on the transferor’s part and a risk that the clause will be challenged.

12-point checklist before speaking to an investor

The table below allows you to check whether your company’s IP chain of title is complete. Go through it point by point.

If even one item remains unchecked, you have a gap that the investor will identify during due diligence.

A standard for the future—how to prevent the problem from recurring

Completing the chain of title to the existing product is half the task. The other half is implementing a standard that prevents new gaps from arising.

1. Every new creator, contractor, and freelancer signs an agreement containing an IP assignment clause and a transfer of derivative rights before their first commit.

2. A policy on the use of AI tools by the development team—clear rules for documenting which parts of the code were created with the involvement of generative tools.

3. An SBOM updated with every release—a list of external components and their licenses.

4. A definition of works that covers unfinished elements (“regardless of their degree of completion")—at the MVP stage, most components are only half finished.

5. A mechanism for dealing with the discovery of a third-party contribution after the transaction—a procedure to follow if due diligence reveals that part of the product was written by someone without an agreement.

For an early-stage product, it is worth considering an “as is" acquisition with the statutory warranty for physical defects excluded, while retaining full representations concerning defects in title—this is the part the investor cares about.

Put your IP title in order before the investor does

The cost of putting your IP in order before a funding round is a one-off piece of legal work: one agreement, one resolution, and several appendices. The cost of neglect appears at the worst possible time: reduced valuation, part of the price placed in escrow, conditions precedent, closing delayed by weeks—and, in extreme cases, the entire transaction having to be repeated because the agreement was invalid.

We help technology companies put the legal title to their products in order. The scope of work depends on the stage:

If you are preparing for a funding round or share sale, or want to put your IP in order before a dispute arises—contact us.

Frequently asked questions

I am the sole shareholder and CEO—do I really need to appoint an attorney by resolution to transfer my own code to my own company?

Yes. Article 210 § 1 of the Polish Commercial Companies Code does not provide an exception for single-shareholder companies with a sole management board member (although where the sole shareholder is also the sole management board member, Article 210 § 2 of the Polish Commercial Companies Code applies and requires a notarial deed). Failure to follow this procedure results in the absolute invalidity of the agreement—as confirmed by Supreme Court case law. The defect cannot be remedied by an amendment. The procedure requires one resolution and one additional document—it takes hours of work, not weeks.

What happens if an investor discovers during due diligence that the company does not own the rights to the product?

It depends on the extent of the gap. Typical scenarios include: a condition precedent (the funding round closes only after the IP chain of title has been completed), a reduced valuation, part of the price being placed in escrow to cover potential claims, and additional representations and warranties. In extreme cases, the investor may withdraw. There is no Polish-language empirical report measuring how often such situations arise, but based on transactional experience, a gap in the IP chain of title is one of the most common red flags in technology startup due diligence.

Can this be fixed now, after the company has been operating for years?

Yes—provided that the transferor (founder or contractor) is willing to cooperate. An IP transfer agreement can be entered into at any time. The problem arises when the relationship has deteriorated and the transferor is negotiating from a position of strength. This is why it is worth completing the chain of title before the time pressure of a funding round or dispute arises.

Who owns the rights to code that was mostly generated by an AI assistant?

The Polish Copyright Act protects only manifestations of creative activity of an individual nature. Code generated autonomously by an AI model—without human creative decisions—does not meet this threshold. It is not a work and cannot be subject to a copyright transfer. The agreement should distinguish between components that are works (creatively edited by a human) and components that are not works (transfer of ownership of copies and know-how). There is no Polish case law directly deciding this issue—so a safe agreement protects the company regardless of future rulings.

Is one agreement enough for the entire product?

In most cases—yes. The agreement should cover all layers at once: code, interface, graphics, copy, database structure, domain, and name. The conditions are: two lists of fields of exploitation (Article 50 and Article 74(4)), the transfer of derivative rights, ownership of copies, representations concerning defects in title, and a list of exclusions. In practice, a document completing the chain of title to the entire MVP is around 7 pages long and contains 12 sections and 3 appendices.

Do we need to list every open-source library we have used?

Yes—in the form of an SBOM (a list of components and their licenses). Without such a list, it is impossible to demonstrate compliance with license terms during due diligence. Copyleft licenses (e.g. GPL, AGPL) create a particular risk because they may impose an obligation to make source code available—the scope of that obligation depends on the product architecture and how the component has been integrated.