{"id":3835,"date":"2026-08-20T12:02:15","date_gmt":"2026-08-20T12:02:15","guid":{"rendered":"https:\/\/sawaryn.com\/?p=3835"},"modified":"2026-10-26T12:44:22","modified_gmt":"2026-10-26T12:44:22","slug":"polish-game-studio-governance-ip-investment","status":"publish","type":"post","link":"https:\/\/sawaryn.com\/en\/publikacje\/polish-game-studio-governance-ip-investment\/","title":{"rendered":"Corporate Governance in Game Development. How to Structure a Studio Before an Investor Comes Knocking"},"content":{"rendered":"

Three founders of a game development studio are celebrating investor interest. A term sheet<\/a> is on the table, the valuation is attractive, and the deadline for closing the round is six weeks away. Two weeks later, the round falls through. Not because of the game. Not because of the market. Because no one knows who owns how many shares. The IP rights to the code formally belong to a freelancer who left six months ago. And the articles of association are based on the default S24 template, without a single provision protecting the founders.<\/p>\n

Everyone in game development knows that a game\u2019s IP must be protected. Few realise that the studio\u2019s structure must be protected as well.<\/p>\n

Despite the correction in 2023-2025, when at least 120 studios disappeared from the market and employment fell from approximately 15,300 to approximately 14,500 people, the Polish game development market still generates revenue of around PLN 5.5 billion and attracts investment capital. The problem is that corporate governance<\/strong> at many studios is failing to keep pace with product development. A lack of formal arrangements between founders, fragmented copyrights, and default articles of association block funding rounds, cause conflicts, and expose management boards to personal liability.<\/p>\n

In this article, you will find a specific action plan: from auditing the ownership structure and securing IP rights to preparing the studio for investor discussions. Each recommendation is based on the provisions of the Commercial Companies Code and the Copyright Act, with an explanation of what they mean for your business.<\/p>\n

Key concepts you need to know<\/h2>\n

Before we get into the details, it is worth clarifying the terminology. The concepts below come up in every investor discussion and every corporate audit of a game development studio.<\/p>\n\n\n\n<\/colgroup>\n\n\n\n\n\n\n\n\n\n\n\n
Concept<\/th>\nWhat it means in the context of a game development studio<\/th>\n<\/tr>\n
Corporate governance<\/strong><\/td>\nA set of rules determining who makes decisions in the company, how shareholdings are accounted for, and how the management board operates, the studio\u2019s formal \u201coperating system\u201d<\/td>\n<\/tr>\n
Shareholders’ agreement<\/strong><\/td>\nAn agreement between founders\/shareholders governing the allocation of shares, exit rules, non-compete obligations, and dispute resolution mechanisms, it supplements the articles of association<\/td>\n<\/tr>\n
Vesting<\/strong><\/a><\/td>\nA mechanism under which a founder gradually acquires rights to shares in return for remaining with and working for the company for a specified period<\/td>\n<\/tr>\n
Cap table<\/strong><\/td>\nA shareholding table listing all shareholders and their percentage holdings, including the history of issuances and dilution<\/td>\n<\/tr>\n
Deadlock<\/strong><\/td>\nA situation in which shareholders cannot make a decision because the votes are evenly split, a decision-making impasse<\/td>\n<\/tr>\n
Tag-along<\/strong><\/a> \/ drag-along<\/strong><\/td>\nProtective mechanisms: tag-along allows a minority shareholder to join a share sale transaction; drag-along allows a majority shareholder to compel the others to sell<\/td>\n<\/tr>\n
SPV (special purpose vehicle)<\/strong><\/td>\nA separate legal entity established for a specific project\/title, allowing the risks and finances of individual games to be separated<\/td>\n<\/tr>\n
Chain of title<\/strong><\/td>\nDocumentation confirming that the company owns the economic rights to every element of the game (code, artwork, music, and script)<\/td>\n<\/tr>\n
Due diligence<\/strong><\/td>\nA legal and financial review of the company conducted by an investor before the transaction closes, it verifies the structure, documentation, and risks<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Why game development studios grow faster than their legal structures<\/h2>\n

The games industry has certain characteristics that cause corporate issues to accumulate faster than in other technology sectors.<\/p>\n

Multiple projects.<\/strong> A studio develops two or three titles in parallel. Costs and revenue are mixed within one company. An investor interested in one title cannot invest in it \u201ccleanly\u201d because it is unclear which project is making money and which is generating losses.<\/p>\n

A distributed creative team.<\/strong> A video game is a composite work consisting of source code, artwork, music, a script, and dialogue. Each element is subject to a different legal regime. Some are created by employees under employment contracts, some by B2B contractors, and some by overseas freelancers. Without written agreements transferring economic rights, the studio does not formally own the IP in its own game.<\/p>\n

Informal arrangements between founders.<\/strong> Three friends set up a studio. They divide up their duties but do not formally allocate the shares. The articles of association use the default S24 template and include no vesting, dispute resolution mechanism, or restrictions on share transfers. No one thinks about this while the studio is not making money. When commercial success or an investor arrives, the conflict begins.<\/p>\n

Time pressure during funding rounds.<\/strong> The investor wants to close the round within 6-8 weeks. Due diligence requires an orderly cap table, up-to-date National Court Register documents, an IP rights list, and key agreements. If the studio has not prepared these, the round is delayed or falls through.<\/p>\n

According to data from \u201cThe Game Industry of Poland\u201d report, 490-494 game developers and publishers operated in Poland in 2022, while the industry employed more than 15,000 people and generated revenue of approximately EUR 1,286 million. Almost 20% of developers and publishers were listed on the Warsaw Stock Exchange. These figures mean that hundreds of studios operate through structures that were not designed for investors or scaling.<\/p>\n