Does Your Polish Startup Own Its Product? A Guide to the IP Chain of Title
An investor asks to see the IP chain of title. “It’s our product—the founder is on the management board” is not an answer. A funding round can stall at precisely this point.
If a founder created the code, interface, database, or domain as an individual before the company was registered—or before signing an agreement transferring the relevant rights—the Polish company may have no legal title to what it sells. Assets owned by shareholders do not become company assets merely because those shareholders formed a company. Investors check the documents early in due diligence.
This guide explains the documents needed to establish an IP chain of title, the product components an agreement should cover, and the formal mistake that can invalidate a transfer from a management board member. A 12-point checklist appears near the end.
Key Polish IP concepts
| Concept | What it means in practice |
|---|---|
| IP chain of title | The documents showing how rights passed from each individual creator to the company. A missing link creates a due diligence risk. |
| Fields of exploitation | The specific ways a copyrighted work may be used. A Polish copyright transfer agreement must identify them; without them, the transfer is ineffective under Article 41 of the Polish Copyright Act. |
| Derivative rights | Rights relevant to adapting, modifying, and developing a work into new versions. The agreement must address the right to authorize the exercise of these rights separately. |
| Moral rights | Inalienable rights of a creator, including authorship and attribution. They cannot be transferred; the agreement can instead include an undertaking not to exercise them. |
| Article 210 § 1 of the Polish Commercial Companies Code | A representation rule for agreements between a company and a member of its management board. The company must be represented by its supervisory board or an attorney-in-fact appointed by a shareholders’ meeting resolution. The source treats noncompliance as making the agreement absolutely invalid. |
| SBOM (Software Bill of Materials) | An inventory of external product components—such as libraries, frameworks, and fonts—and their licenses. |
A Polish company’s management board is the corporate body whose members manage and represent it. A founder’s position on that board does not itself transfer the founder’s IP to the company.
How the ownership gap arises—and when it matters
A familiar sequence is that a founder builds an MVP before incorporation. A year later, the company has customers, revenue, and a team, but the rights to the original code, interface, text, or database structure still sit with the individual creator. Being the company’s president or another management board member does not solve the problem; it adds a representation requirement when the company contracts with that person.
Three situations deserve particular attention:
- Incorporation through Poland’s S24 online portal. Contributions at online registration can be monetary only, so IP cannot be contributed in kind through that process. A separate agreement is needed to move the product to the company—and is often never signed.
- Work created before the company existed. Incorporation does not move a founder’s preexisting rights. Without a written transfer agreement, those rights remain with the creator.
- Contractors or freelancers without IP provisions. Under Article 74(3) of the Polish Copyright Act, an employer acquires rights to a computer program created by an employee in the course of employment duties. That rule does not extend to business-to-business service arrangements. A service contractor who has not assigned the rights retains the economic copyrights to their code. See also PARP’s explanation of copyright in employment relationships.
The gap often becomes visible at a costly moment:
| Stage | Potential consequence |
|---|---|
| Funding due diligence | The investor requests the chain of title. A missing agreement may lead to a condition precedent, a lower valuation, an escrow arrangement for part of the consideration, or withdrawal. |
| Founder or shareholder dispute | A founder who never transferred their rights may use that position as negotiating leverage. |
| Share sale or exit | A buyer’s legal review identifies documentation gaps that delay or prevent closing. |
| Enterprise customer audit | A customer checks whether its SaaS supplier has the necessary product rights; inadequate documentation may cost the contract. |
If you need to identify gaps before a transaction, contact us.
What an agreement covering the whole MVP needs to address
In many cases, one written agreement can cover the rights to an existing MVP. It must, however, distinguish between assets that can be assigned, materials governed by third-party licenses, and operational steps that cannot be completed simply by declaring a transfer in the agreement.
| Product layer | Rights or steps to address | Particular risk |
|---|---|---|
| Source and object code | Economic copyrights, the right to authorize the exercise of derivative rights, and ownership of copies | The agreement needs fields of exploitation for software under Article 74(4), as well as fields relevant to any non-software works under Article 50 of the Copyright Act. |
| Interface, graphics, documentation, and text | Economic copyrights covering the relevant Article 50 fields | Do not assume software-specific wording covers these separate works. |
| Database structure and schema | Rights in selection, arrangement, and compilation, plus database maker’s rights | Distinguish the structure from its contents. If an empty database is handed over, confirm that it contains no personal data; the source notes this can avoid a data processing agreement. |
| AI-generated material | Representations about review and creative editing, plus ownership of copies and transfer of know-how where relevant | According to the source’s analysis, an autonomously generated fragment without the required human creative contribution is not a copyrighted work to assign. |
| Domain name | Assignment of the registrar agreement, authinfo/EPP code, and change of registrant | Wording that merely says “domain rights are transferred” does not replace steps with the registrar. |
| Product name | Rights to the name and consent to apply for trademark registration | Acquiring rights to a name is not the same as obtaining trademark protection. |
Specify both sets of fields of exploitation
Polish law distinguishes computer programs from other protected product materials for this purpose:
- Software: Article 74(4) addresses, among other activities, permanent or temporary reproduction; translation, adaptation, and changes to arrangement; and distribution, including lending and rental.
- Non-software works: Article 50 covers activities such as fixation, reproduction, placing copies on the market, public display, and making works available online.
An agreement that specifies only one set can leave a gap for the other. The relevant uses need to be stated in the agreement, not inferred from the fact that the company operates the product.
Address derivative rights separately
The source’s position is that transferring economic copyrights does not automatically give the company the right to modify and develop a work: Article 46 of the Copyright Act calls for a separate provision addressing derivative rights. Without it, a new version may require the creator’s consent. That becomes an immediate operational problem if the founder relationship has deteriorated.
Transfer copies and complete a practical handover
Article 52 of the Copyright Act separates ownership of a copy from ownership of copyright. The agreement should therefore address copies and media as well as rights. A handover record should account for:
- Source and object code.
- Repository history, including commits and branches.
- Database structure.
- Technical documentation.
- Configuration files and environment variables.
- Keys and access credentials.
- The transferor’s obligation to delete retained copies.
Deal with moral rights without purporting to transfer them
Authorship, attribution, and integrity rights are inalienable under Polish copyright law. Rather than stating that they are assigned, the agreement should include the creator’s undertaking not to exercise them and authorize the company to decide on first disclosure and anonymous dissemination.
Agreements with management board members: the Article 210 trap
When a management board member transfers IP to their company, Article 210 § 1 of the Polish Commercial Companies Code requires the company to be represented by its supervisory board or an attorney-in-fact appointed by resolution of the shareholders’ meeting. Having a different management board member sign for the company does not meet the requirement.
The approved source states that breach results in absolute invalidity under Article 58 § 1 of the Polish Civil Code, referring to Polish Supreme Court case law including II CSKP 1295/22.
| What was signed | Result described in the source |
|---|---|
| Founder signs as transferor; another management board member signs for the company | The agreement is invalid, so the company did not acquire the rights. |
| Founder signs both as transferor and as the company’s sole representative | The agreement is invalid and has no transfer effect. |
| Parties later sign an amendment intended to repair the original agreement | An amendment does not cure absolute invalidity; the transaction must be done again. |
Where Article 210 § 1 applies, the practical sequence is straightforward: the shareholders’ meeting resolves to appoint an attorney-in-fact for the agreement, that person signs on the company’s behalf, and a copy of the resolution is attached.
There is a distinct rule for a sole shareholder who is also the sole management board member. Article 210 § 2 applies in that situation and requires a notarial deed. The general resolution-and-attorney sequence should not be treated as a substitute for that requirement.
Missing the correct form or representation may mean trying to repeat the transaction when the creator is no longer willing to cooperate.
AI-generated code: separate protected works from other output
Under Article 1(1) of the Polish Copyright Act, a work must be a manifestation of creative activity of an individual nature. The Court of Justice of the European Union describes protected subject matter in terms of an author’s own intellectual creation in C-5/08 Infopaq and C-145/10 Painer.
On the source’s analysis, code generated autonomously by an AI model, without human creative decisions about its specific elements, does not meet that threshold. There is then no copyright in that fragment to transfer. The source also links to EU Regulation 2024/1689, the AI Act.
An agreement should address three different issues:
- Human creative contribution. Obtain the creator’s representation about reviewing and creatively editing AI output. Where that contribution is sufficient for copyright protection, assign rights in the resulting work under the ordinary provisions.
- Output that is not a protected work. Address ownership of copies or media on which the code is fixed and provide the know-how needed for the company to use it in practice.
- Possible third-party material. AI output may contain a protected fragment of another party’s software, potentially requiring that party’s permission. Not knowing the fragment’s source does not remove infringement risk.
The source notes that Polish case law has not directly resolved the status of code produced by contemporary AI models. The documentation should therefore distinguish the categories instead of assuming every AI-assisted line is assignable—or that none is.
Joint authors, future works, and third-party components
Two founders may both need to sign
Article 9(1) of the Polish Copyright Act provides for joint copyright where there are joint authors, with equal shares presumed. Exercise of rights in the work as a whole requires all joint authors’ consent (Copyright Act).
If two founders jointly created the MVP, neither can independently transfer rights in the whole work. Share ownership does not fill the gap; the company needs a written agreement with both creators. But joint authorship requires a genuine creative contribution to the work’s expression. An idea, business concept, or funding alone is not enough.
A blanket transfer of all future work is not the answer
Under Article 41(3) of the Copyright Act, an agreement is invalid to the extent it covers all future works—or all future works of a given type—by the same creator (Journal of Laws 2025, item 24).
A clause assigning “all the founder’s future copyrights” is therefore invalid to that extent. The source recommends identifying the works by type, function, or commissioning process and limiting the obligation by time or subject matter. In I AGa 113/21, the Court of Appeal in Gdańsk described the provision’s purpose as protecting creators against the takeover of their entire future output.
List what the company is not acquiring
An appendix should expressly identify external materials, including:
- Open-source libraries and their licenses.
- Commercial fonts.
- Cloud services such as AWS, GCP, or Azure.
- A logo made by an external agency.
- Product requirements documents created by a customer.
An express exclusion is easier to assess in due diligence than silence. Obtain any necessary licenses in the company’s name as a separate step.
Open-source obligations also need review. For example, modifying an AGPL-licensed component and making it available to users over a network may trigger an obligation to provide source code. Its scope depends on the architecture and integration method. An SBOM is needed to demonstrate what components are present and how their licenses are being handled. The source also refers here to Article 74 of the Copyright Act.
Tax and confidentiality points to settle before signing
Tax treatment of a paid transfer
The source classifies a founder’s proceeds from a paid transfer of economic copyrights as income from property rights under Article 18 of the Polish PIT Act. The 50% tax-deductible costs under Article 22(9)(3) may apply if the actual link between the proceeds and the disposal of copyright can be shown, subject to the PLN 120,000 annual limit cited in the source. See the Polish tax authority’s information on copyright income.
| Issue | What to check |
|---|---|
| Transfer pricing | The source treats the founder and company as related parties under Article 11a of the Polish CIT Act. A price disconnected from market value risks a tax authority assessment of income. |
| Transfer pricing documentation | Documentation may be required when statutory thresholds are exceeded. Check the thresholds against the current CIT Act. |
| 50% tax-deductible costs | Keep documents identifying the particular works and scope of transfer; otherwise the tax authority may challenge the treatment. |
Consult a tax adviser before signing. Document consideration in light of the product’s stage and the parties’ tax and other public-law obligations.
Protect confidential code without barring a career
An overbroad confidentiality clause or restriction on code use may effectively prevent the founder from working in the sector, making the agreement harder to sign and more vulnerable to challenge. The source recommends:
- A defined period—for example, three years from the agreement date.
- Expiry when the information becomes public.
- A separate prohibition on using the transferred code to recreate the product.
- Exclusions for the creator’s general knowledge and professional experience, generic and open-source solutions, and independently written code with similar functionality.
The aim is to protect the transferred product, not to create a de facto non-compete through IP wording.
A 12-point IP chain-of-title checklist
Use this list before an investor meeting or data room review. An unchecked item calls for investigation; the right document or action depends on what the review finds.
| No. | Item to verify | Status |
|---|---|---|
| 1 | Written economic copyright transfer agreements from each relevant creator—founder, contractor, or freelancer—to the company | ☐ |
| 2 | Fields of exploitation for both non-software works under Article 50 and software under Article 74(4) | ☐ |
| 3 | Transfer of the right to authorize the exercise of derivative rights | ☐ |
| 4 | Creator’s undertaking concerning non-exercise of moral rights and authorization for the company | ☐ |
| 5 | Ownership of copies and media addressed under Article 52, with a handover record | ☐ |
| 6 | Correct Article 210 representation arrangements if the transferor is a management board member, including a shareholders’ resolution appointing an attorney-in-fact where Article 210 § 1 applies | ☐ |
| 7 | Transferor’s title representations: no encumbrances, no unresolved joint ownership, and no unassigned third-party contributions | ☐ |
| 8 | AI-assisted components identified, with representations on review, arrangements for copies, and transfer of know-how | ☐ |
| 9 | Appendix identifying open source, fonts, cloud services, and other excluded third-party components | ☐ |
| 10 | Domain registrar agreement assigned, authinfo/EPP code provided, and registrant changed | ☐ |
| 11 | Rights to the product name addressed, with consent to seek trademark registration | ☐ |
| 12 | Tax advice on income classification, transfer pricing, and records supporting any 50% tax-deductible costs | ☐ |
Prevent the next gap
Repairing title to the current MVP is only part of the job. Build a process for later contributions:
- Have each new creator, contractor, or freelancer sign an agreement with an IP transfer clause addressing derivative rights before the first commit.
- Set a development-team policy for generative AI tools, including records of AI-assisted code.
- Update the SBOM, including licenses, with each release.
- Define covered works to include unfinished elements, regardless of their degree of completion—particularly important for an evolving MVP.
- Establish a procedure for a third-party contribution discovered later, such as code written by someone who never signed a transfer agreement.
For an early-stage product, the source also suggests considering an “as is” acquisition that excludes statutory warranty for physical defects while retaining full representations about defects in legal title. Those title representations are central to an investor’s review.
Get the documents ready before due diligence
Putting title in order before a round may involve one agreement, the appropriate corporate authorization, and supporting appendices. Leaving it until due diligence can instead mean a valuation adjustment, escrow, a condition precedent, delayed closing, or a transaction that must be repeated because an earlier agreement was invalid.
We help technology companies assess and document their product rights. Depending on the stage, the work may cover:
| Scope | Possible deliverables |
|---|---|
| Operational minimum | An agreement addressing title to the existing product |
| Solid foundation | Agreement, required resolution, appendices, external-component inventory, and handover record |
| Full review | IP audit of the technology stack, trademark and domain matters, standard team agreements, and a due diligence-ready data room |
If you are preparing for a funding round or share sale—or want to address ownership before a dispute—contact us.
Frequently asked questions
I am the sole shareholder and sole management board member. Can I sign a transfer of my code for both sides?
Do not assume so. The general Article 210 § 1 representation rule applies to agreements with management board members, but the source identifies a specific rule where the sole shareholder is also the sole management board member: Article 210 § 2 requires a notarial deed. Have the correct procedure arranged before signing. Under the source’s analysis, an absolutely invalid agreement cannot be fixed by a later amendment.
What if an investor finds the gap?
The response depends on its extent. It may become a condition to closing, reduce valuation, lead to escrow or additional representations and warranties, or cause the investor to withdraw. The source notes that no Polish-language empirical report measures how often this happens; its assessment that IP chain-of-title gaps are a common technology-startup due diligence red flag is based on transactional experience.
Can a company fix a missing assignment after years of operation?
Yes, if the relevant founder or contractor is willing to cooperate. A transfer agreement can be signed later. It becomes more difficult when relationships have deteriorated or a funding timetable gives the transferor negotiating leverage.
Who has copyright in code mostly generated by an AI assistant?
Under the source’s analysis of Polish copyright law, autonomously generated code without human creative decisions about its specific elements is not a protected work and cannot be assigned as copyright. Human creative editing may produce protected material that can be assigned. Document the distinction, address copies and know-how, and review possible third-party material. The source notes the absence of Polish case law directly deciding the status of output from contemporary AI models.
Can one agreement cover the entire product?
In most cases, yes—if it covers the relevant creators and layers, including code, interface, graphics, text, database structure, domain, and name. It must also address both sets of fields of exploitation, derivative rights, copies, title representations, exclusions, and any separate registrar steps. The source describes a practical MVP agreement of roughly seven pages, 12 sections, and three appendices; the required content matters more than the page count.
Do we need to inventory every open-source library?
Yes. An SBOM listing components and licenses allows the company to show how it handles license obligations in due diligence. Copyleft licenses, including GPL and AGPL, may require source-code disclosure in particular circumstances; the scope depends on product architecture and how a component is integrated.