We guide startups through the law from the first founders' agreement to the funding round and the exit. We form the company, secure the IP and get you ready for an investor's due diligence — in Polish and English.
A startup is a company that grows faster than its paperwork. We guide founders through the law from day one: the choice of form, the shareholders' agreement, assigning IP to the company and the first contracts — so the foundation holds when the investor arrives.
We work at startup speed, not corporate speed. We know what an investor checks in due diligence and what VC funds look for — and we arrange your documents so the round doesn't stall on a missing IP assignment or a badly drafted cap table.
We serve technology, fintech, SaaS, e-commerce and deeptech startups, in Polish and English — from the founding team to the exit. We fit the scope to the stage: the law looks different at pre-seed than at Series A.
We match the form to the stage and investor plans: a limited liability company (sp. z o.o.) or a simple joint-stock company (PSA) — created with startups in mind (share capital from PLN 1, shares for work and services). We set up the company, draft the articles and put the cap table in order.
We draft the agreement between founders: the split of shares, founder vesting, roles, rights and obligations, and the rules for parting ways. It's the document that saves a startup when one founder leaves after a year.
We negotiate the term sheet and the investment agreement on your side of the table: valuation, investor rights, corporate governance. We explain what the clauses really mean before you sign.
We set up early-stage funding: a convertible loan or a SAFE-type instrument adapted to Polish law, with clear rules on conversion, valuation and the cap.
We build incentive plans for the team: share options, an ESOP, and in a PSA — shares taken up for work and services. Team motivation that doesn't blow up the cap table.
We prepare contracts with the team — employment, mandate and B2B — with the key clause: the assignment to the company of everything that is created.
We assign the rights to the code, the product and the brand to the company — because an investor won't buy a startup where the IP stayed with a founder or a contractor. We also register trade marks.
We prepare the GDPR documentation, the privacy policy, the terms of service for the product or app, and the consents — so the product is compliant from the first user, not just before the round.
We check which regulations apply to your product — fintech, the AI Act, e-commerce, health — and implement as much compliance as you need to launch, without over-regulating at the start.
We draft contracts with your first customers and partners: SaaS, licensing, pilot agreements and NDAs — so they protect the startup rather than give the product away for free.
We guide you through later rounds and the entry of VC funds — we explain investor rights (liquidation preference, tag- and drag-along, anti-dilution) so you know what you're giving up and for what.
We prepare the startup for exit: we put the documentation in order for the buyer's due diligence and run the sale of the company from term sheet to closing.
We understand the startup, not just the law. We know what an investor checks in due diligence, so we secure the IP and the cap table before they become a problem, not mid-round. We work at a startup's pace and budget, in Polish and English, and grow with you — from the first contract to the exit.
we check the startup's stage and what's urgent (IP, company, round).
we set up or tidy the company, the founders' agreement and the IP assignment.
team contracts, the ESOP, GDPR and product terms.
due-diligence readiness, term-sheet and investment-agreement negotiation.
later rounds and, ultimately, the exit transaction.
Startups sit at the intersection of company law, IP and product regulation. We keep track of it for you:
Legal position: August 2026.
For most startups the choice is between a limited liability company (sp. z o.o.) and a simple joint-stock company (PSA) — the PSA was created for startups: share capital from PLN 1, shares taken up for work and services, a flexible ESOP.
An LLC is more familiar to investors and simpler operationally, and the market has known it for decades. A PSA gives the flexibility a startup really needs with its team and options. Shares can be taken up for work and services, which makes it easier to reward founders and key people without much capital at the start. That newness can also be a drawback — the PSA is a young form. Some VC funds still prefer structures they know from earlier deals.
In practice the form decides how easily you later let an investor in and hand options to the team. Converting the form after a round is costly and slow, so it's a decision for years. So we start from your plans, not the form. Are you aiming for a VC round, or building from your own revenue? How large will the option team be, and when do you think about an exit? Those answers settle the choice — we match the form to the plan, not the plan to the form.
The articles govern the relationship with the outside world, while the founders' agreement governs the relationship between founders: vesting, roles and what happens when someone leaves.
The articles of association are public and filed. They set out the capital, the bodies and how the company is represented towards counterparties, authorities and courts. They are the document for the outside world. The founders' agreement stays between the founders and governs what the register never sees. It sets out who really answers for product, sales and finance, and how the key decisions are made. It also describes on what terms a founder may leave and what happens to their shares then. Without it, every dispute falls back on general rules that rarely fit a startup.
Without such an agreement, one founder leaving after a year keeps their full stake and blocks the round. No investor enters a company where a passive shareholder holds a third and contributes nothing more. That alone can kill a startup at its first real opportunity. A founders' agreement with vesting and clear parting rules is the cheapest insurance you can buy at the start. We write it before conflict arises — because after a dispute no one signs a document that works against them.
Vesting means a founder “earns” their shares over time (typically 4 years with a one-year cliff) — if they leave early, part of the shares returns to the company.
The mechanics are simple. A founder's shares unlock gradually — in a typical model, one quarter after the first year and then evenly month by month. The one-year cliff means you earn nothing before twelve months pass. If you leave before the period ends, part of the shares returns to the company and goes back into the shared pool. This way the shares reflect real contribution over time, not just presence at the start.
This protects the team and the startup from the worst case. Someone leaves after six months with a third of the company and contributes nothing further. The remaining founders are left with the work and a diluted cap table. Investors almost always require founder vesting as a condition of entry, so you'll agree to it either way. Better to set it up yourself, early and calmly, than to negotiate it under the pressure of a closing round. By then every change delays the transfer. For the co-founders it's also a guarantee that everyone actually earns their stake before they can freely dispose of it. That keeps the split fair to those who stay and keep building.
Both are ways to raise money fast without fixing a valuation right away — the investor puts in money now and takes up shares at the next round.
Instead of negotiating a valuation at an early stage, you defer it to a round led by a real lead investor. That lead sets the valuation. The investor pays in today, and that money converts into shares later. Usually it converts with a discount for the earlier risk, or with a valuation cap. It's faster and cheaper than a full round. It doesn't require an extensive investment agreement up front, or a valuation that is hard to justify so early.
The SAFE comes from the US and in Polish law it has to be adapted, because it isn't a separately named instrument here. A convertible loan sits better in the Polish legal order, and that's why it's used more often. The difference matters most at conversion, or if the round never happens. We match the instrument to the specific investor and stage, with clear rules on conversion, valuation and the cap. The point is that at the round there's no dispute over who gets how many shares, and at what price.
An ESOP is a pool of shares or options set aside for the team, which employees “earn” over time — and in a simple joint-stock company shares can be taken up directly for work and services.
The pool is a part of the capital set aside in advance, before you even hire the specific people. An employee earns their rights over time, on a similar basis to a founder — with their own vesting, often with a one-year cliff. This ties your most important people to the startup and rewards those who stay, without handing anyone shares on day one. It's a real alternative to high salaries, which an early-stage startup usually can't pay in cash.
A well-drafted ESOP motivates the team and is expected outright by investors, because it shows you can attract and keep talent. A poorly planned one does the opposite: it blows up the cap table. It also creates a tax problem, where an employee pays tax before they actually earn anything. We set the pool size, the vesting rules and the tax point so the plan genuinely works. The aim is for options to motivate, not to weigh on the company and its people.
Because an investor won't buy a startup where the code, the product and the brand belong privately to a founder or an external contractor — it's the most common “deal breaker” in due diligence.
A startup's value is largely its IP — the code, the architecture, the product design and the brand. Say those rights sit with a founder as a private person, or with an agency that built the product. Then the investor would be buying a company without its most important asset. So in due diligence they ask directly: was the IP assigned to the company, and by which document? Without a good answer, the conversation stops before it reaches valuation.
Under Polish law, economic copyright passes only through a written assignment agreement. An invoice, a payment or the fact of a working relationship isn't enough. A verbal “but I paid for it” doesn't make the company the owner of the code. This applies to founders and to everyone who created for you: B2B developers, designers, agencies. We assign the IP to the company early. Then the round doesn't stall on a missing assignment, and there's no last-minute patching just before signing.
Not automatically — without a written copyright-assignment agreement the code stays the contractor's property, even if you paid for it.
Paying a B2B invoice buys the performance of a service, not the copyright to its result. Under Polish law those are two different things. Without a written assignment, the contractor-developer remains the owner of the code and could, in theory, reuse the same fragment for another client. A cooperation agreement doesn't save you here if it's silent on copyright, or mentions it too vaguely. What counts is an express assignment of specific rights.
It's one of the most common gaps in startups: a B2B team builds the product, but the rights never formally reach the company. It usually surfaces only in due diligence — at the worst possible moment, just before a round, when there's no time left for calm negotiation. We fix it with a contract carrying a clear assignment of economic rights and derivative-work rights. We do it before an investor finds the gap, and ideally before the contractor even starts writing code. The cheapest approach is to write the assignment into the contract from the start. Recovering the rights later is hard, because the contractor no longer has a reason to sign anything for free.
At a minimum a privacy policy, terms of service, and consents and information clauses — from the first user, not just before the round.
A privacy policy and information clauses tell the user what data you collect and why — that's an obligation under the GDPR. The terms of service set the rules for using the app, payments and the limits of your liability. Consents must be freely given and specific — separately for marketing, separately for other purposes. You must also be able to show that the user gave them. A pre-ticked box doesn't count.
If you process user data, you also need data-processing agreements with the providers — hosting, analytics, email tools — to whom you pass that data. You also need a record of processing activities: a list of what you do with data, why, and on what legal basis. We prepare a set tailored to your product, not a template pulled from another site. That way compliance doesn't become a problem at the first big customer who audits you, or with an investor in due diligence. We don't pile up documents for their own sake — we pick exactly what your model and scale require. Gaps here can block signing with a bigger customer that has its own legal team.
An investor mainly checks whether the company actually owns what it's selling: IP assigned to the company, a clean cap table, valid team contracts and product compliance.
Due diligence is a document-by-document examination of the company, usually with a long question list from the investor's lawyers. They check whether the IP really belongs to the company, and whether the cap table matches the agreements and resolutions. They also check that the team holds valid contracts with assignment clauses. They also look at product compliance — GDPR, terms, licences. Every gap becomes an argument to lower the valuation, or a condition on which the payment depends.
Most rounds are delayed not by valuation, but by a missing IP assignment, informal arrangements between founders and messy documentation. We do a “legal readiness” review — putting the documents in order in advance and gathering them in one place, ready to share. That way you enter due diligence prepared rather than firefighting under the pressure of closing. A prepared company negotiates from strength, instead of explaining away a mess. The effect is measurable: shorter due diligence, fewer follow-up questions and less risk that the investor lowers the valuation or adds conditions. Well-ordered documentation shortens the path from term sheet to transfer.
A starter package (company + founders' agreement + IP assignment) is a predictable project cost, and beyond that we work in a model matched to the stage — hourly or on a flat fee.
The cost depends on the stage and scope, but we fix the shape of the spend up front, before we start. We price the starter package as a project, so you know the figure before the work begins. There's no risk of a growing bill for something you thought was simple. Ongoing advice runs hourly or on a monthly flat fee, depending on how intensively you need us at a given moment.
At pre-seed we focus on the foundation — the company, the IP assignment and the team contracts. That's what decides the success of the first round. We leave larger budgets for the funding process itself, when a real investor and hard deadlines appear. We always start with a short conversation about the stage and give you a range before we begin anything. No surprises on the invoice, and no paying today for work that only makes sense at the round.
The team that will guide your startup through the law — from company formation and IP to the funding round and exit.
Michał Wołoszański
Founder & Managing Partner,
INSEAD Global Executive MBA, Attorney-at-law
Michał leads the firm's transactions and funding rounds — company structure, investor negotiations and preparing for exit.
Łukasz Kudela
Partner, Attorney-at-law,
Cryptocurrency Project Manager
Łukasz combines company law, funding and compliance — investment instruments, the cap table and a startup's regulatory risks.
Kinga Miller
Partner, Advocate,
Approved Compliance Expert, Approved ESG Officer
Kinga runs IP, data and product compliance — assigning rights to the company, GDPR and terms.
Karolina Dębiec
Lawyer,
Key Projects Coordinator
Karolina runs the corporate support and documentation — the founders' agreement, the cap table and due-diligence readiness.
Tell us what stage you're at — we'll show you what to secure first, before an investor does it for you.
Contact us