{"id":2887,"date":"2026-10-26T12:19:29","date_gmt":"2026-10-26T12:19:29","guid":{"rendered":"https:\/\/sawaryn.com\/us\/?p=2887"},"modified":"2026-10-26T12:19:29","modified_gmt":"2026-10-26T12:19:29","slug":"polish-startup-investment-readiness-guide","status":"publish","type":"post","link":"https:\/\/sawaryn.com\/us\/polish-startup-investment-readiness-guide\/","title":{"rendered":"Is Your Polish Startup Ready for Investment? A Legal and Operational Checklist"},"content":{"rendered":"

You receive a term sheet. The team celebrates and starts planning for growth. Then due diligence<\/a> begins. The two founders have only a verbal agreement to split ownership 50\/50. The company\u2019s articles of association use a standard S24 template. Nobody is sure who has veto rights, and the cap table exists only in the CEO\u2019s head. The investor gives you two weeks to put things in order, or walks away.<\/p>\n

Would your company pass that test?<\/p>\n

Investment readiness<\/strong> is not a product milestone or a polished pitch deck. It means your ownership structure, corporate governance, and records can withstand an investor\u2019s review. According to PFR Ventures<\/a>, the Polish venture capital market recorded 438 transactions worth a total of PLN 2.1 billion in 2023, compared with 148 transactions at the same total value in 2024. Competition for capital is increasing, and investors are quick to rule out companies that are not formally prepared.<\/p>\n

This guide sets out what to address before investor discussions: the cap table, founder arrangements, intellectual property, governance, tax structure, and, in some cases, the choice of company or investment vehicle.<\/p>\n

Terms to Know Before Speaking With an Investor<\/h2>\n\n\n\n\n\n\n\n\n\n\n\n\n
Term<\/th>\nWhat it means<\/th>\n<\/tr>\n<\/thead>\n
Cap table<\/strong><\/td>\nA record of who owns the company\u2019s shares, any preferences attached to them, and how ownership would change after an investment.<\/td>\n<\/tr>\n
Term sheet<\/strong><\/td>\nPreliminary investment terms agreed before an investment agreement. It is generally not legally binding, but it frames negotiations.<\/td>\n<\/tr>\n
Shareholders\u2019 agreement (SHA)<\/strong><\/td>\nAn agreement governing relationships between shareholders outside the articles of association, including exit rules, protections, veto rights, and dilution.<\/td>\n<\/tr>\n
Founders\u2019 agreement<\/strong><\/td>\nAn agreement documenting founders\u2019 roles, vesting or reverse vesting, and what happens if a founder leaves.<\/td>\n<\/tr>\n
Due diligence<\/strong><\/td>\nThe investor\u2019s legal, financial, and operational review before committing capital.<\/td>\n<\/tr>\n
Dilution<\/strong><\/td>\nA reduction in existing shareholders\u2019 percentage ownership when new shares are issued to an investor.<\/td>\n<\/tr>\n
Vesting \/ reverse vesting<\/strong><\/td>\nVesting gradually gives a person rights to shares over time. Under reverse vesting, a founder gradually earns the right to retain shares and may lose some if they leave early.<\/td>\n<\/tr>\n
Reserved matters<\/strong><\/td>\nDecisions requiring investor consent, such as taking on liabilities above an agreed threshold, issuing shares, or selling assets.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In this article, sp. z o.o.<\/em> means a Polish limited liability company. Its constitutional document is referred to as the articles of association<\/strong>. KRS<\/em> is Poland\u2019s National Court Register, while KNF<\/em> is the Polish Financial Supervision Authority.<\/p>\n

What Due Diligence Exposes<\/h2>\n

An investor assesses more than the product and commercial traction. They also need to know whether the company\u2019s structure permits a secure investment and a future exit. Several recurring gaps can undermine confidence.<\/p>\n

An Unclear Cap Table<\/h3>\n

An investor expects a current, unambiguous account of ownership. If you cannot identify each shareholder\u2019s holdings, the preferences attached to them, and any informal promises of equity, discussions may stop.<\/p>\n

In a sp. z o.o.<\/em>, Article 174 of the Polish Commercial Companies Code<\/strong> governs share preferences. They may concern voting rights, up to three votes per share, dividends, up to 150% of the dividend on an ordinary share, and participation in the distribution of assets. Each preference must be included in the articles of association.<\/p>\n

No Written Arrangements Between Founders<\/h3>\n

Consider two founders who own a company 50\/50 without a founders\u2019 agreement. After two years, one wants to leave. There is no exit process, reverse vesting, or buyback arrangement. Neither can force the other to sell their shares or remain, and the company reaches a standstill.<\/p>\n

For an investor, unwritten founder arrangements signal the risk of a shareholder dispute at precisely the point when the business needs to grow.<\/p>\n

Articles of Association Based on an S24 Template<\/h3>\n

S24 is a Polish online company-registration system. The registration fee is PLN 350, and registration can take a few days. A company formed using its standard template cannot use that template to introduce provisions an investor may require, including share premium (agio<\/em>), drag-along and tag-along rights, share preferences, transfer restrictions, or changes to quorum and voting majorities. Those provisions require a notarial deed.<\/p>\n

If your articles still use the template, address that before treating the company as investment-ready.<\/p>\n

Unresolved Intellectual Property Ownership<\/h3>\n

Code, know-how, and trademarks may account for much of a startup\u2019s value. If the relevant rights have not been formally transferred to the company, an investor will see a risk to that value. Check whether agreements with developers and subcontractors clearly transfer copyright to the company<\/a>.<\/p>\n

Outstanding Corporate Formalities<\/h3>\n

Missing minutes of shareholders\u2019 meetings, unfiled financial statements, and outdated KRS information all lengthen due diligence and call the management board\u2019s professionalism into question.<\/p>\n

Contact us<\/a> if you want to identify documentation gaps before investor discussions.<\/p>\n

Put the Ownership Structure in Order<\/h2>\n

Audit the Cap Table<\/h3>\n

Verify who owns each share, what preferences attach to it, whether any shareholders have personal rights under Article 159 of the Commercial Companies Code, and what the articles say about share transfers. Record informal equity promises as well.<\/p>\n

Personal rights<\/strong> attach to a named shareholder rather than to a share. They must be precisely described in the articles of association; otherwise, they are ineffective against the company. Examples include the right to appoint a management board member, a veto over specified decisions, and expanded information rights. Unlike share preferences under Article 174, they do not pass to a buyer of the shares.<\/p>\n\n\n\n\n\n\n\n\n\n
Feature<\/th>\nPersonal rights: Article 159<\/th>\nShare preferences: Article 174<\/th>\n<\/tr>\n<\/thead>\n
Attached to<\/td>\nThe shareholder<\/td>\nThe share<\/td>\n<\/tr>\n
Transfer<\/td>\nDo not transfer with the shares<\/td>\nPass to the buyer with the share<\/td>\n<\/tr>\n
Formal requirement<\/td>\nPrecise description in the articles of association<\/td>\nInclusion in the articles of association<\/td>\n<\/tr>\n
Expiry<\/td>\nWhen the person ceases to be a shareholder<\/td>\nRemain while the share exists<\/td>\n<\/tr>\n
Amendment or removal<\/td>\nRequires the entitled person\u2019s consent under Article 246 \u00a7 3<\/td>\nRequires the consent of the shareholder whose rights are reduced<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Put Founder Understandings in Writing<\/h3>\n

If the founders have verbal understandings about responsibilities, equity, or departure, document them. A founders\u2019 agreement should address:<\/p>\n

    \n
  1. Each founder\u2019s role and responsibilities.<\/li>\n
  2. A vesting or reverse-vesting schedule<\/a>.<\/li>\n
  3. What happens when a founder wants to leave.<\/li>\n
  4. The price and process for a buyback by the company or remaining founders.<\/li>\n
  5. Dispute resolution, such as escalation, mediation, or arbitration.<\/li>\n<\/ol>\n

    Model Future Dilution<\/h3>\n

    Show founders and potential investors how ownership could change after a seed round, a Series A round, and an ESOP, an employee incentive plan. Understanding dilution also helps founders negotiate.<\/p>\n

    The model should cover at least two or three successive rounds and account for:<\/p>\n