This document discusses legal considerations for early stage startups in Poland. It addresses whether to incorporate a company immediately or wait, different legal forms like sole trader versus limited liability company, and how to set up a company in Poland either through a notarial deed or traditional online registration. It also covers issues like dealing with lost cofounders, regulatory considerations before launching an MVP like intellectual property and taxes, and potential risks to be aware of such as law changes and specific industry regulations.

1. LEGAL CONSIDERATIONS FOR
EARLY STAGE STARTUPS

2. INCORPORATING A COMPANY:
WAIT OR HURRY?
WHY WAIT?
you can focus on the idea not on formalities,
incorporation costs (registration,
bookkeeping, address or office, etc.),
less risk of giving equity to someone that will
quit (note – lost cofounders)
you have more time to determine roles within
the team.
WHY HURRY?
paying clients are the best proof for investors – and
getting payment means you should have legalised
business
closer to viable product bigger value more tax
results related to transfer of IP to the company
incorporation makes it easier to secure IP transfer
(lesser risk of problem with IP transfer chain)

3. CHOOSING A LEGAL FORM
Sole Trader / individual business – jednoosobowa działalność gospodarcza
simple, good idea for simple, low risk bootstrapping project
typically for one person, no liability protection
limited liability (not 100%), allows investors, allows more cofounders to join in, clear
division of the private assets and business assets
Higher costs, higher maintenance, still – not as flexible as many would expext, takes a
long time to formally liquidate
most startups use this form
Should answer needs that start-ups have,
date has already been postponed once - so there is a risk that it will be postponed again
1.
2. Limited liability company / Spółka z o.o.,
3.Simple joint-stock company / prosta spółka akcyjna – will be avaiable from march, 2021,

4. SETTING UP A COMPANY IN POLAND
Articles of Association as a notarial
deed
allows for custom-made articles of
association (AoA),
takes more time to register,
requires meeting at a notarial office,
in case of people who don’t speak
Polish – requires sworn translator,
in case of people who can’t come to
Poland - requires notarial power of
attorney
TRADITIONAL WAY
AoA only based on template with
limited options
quick registration (usually within a
week)
can be done with people being all
over the world
requires ePuap signature (which
requires to have PESEL number) – or
qualified electronic signature
INTERNET REGISTRATION

5. LOST COFOUNDER
after company is created – what they agree between each other,
before the company is created – only that what is protected by
law – and strong protection covers only results of specific kinds
of work.
WHAT DO COFOUNDERS HAVE?

6. BEFORE MVP
check the IP – verify IP „chain of title”
if you’re going to monetize – remember about the tax results (incorporation
may be required or at least some substitute)
check all the regulatory issues – in particular when you deal with financial
transactions (anti-money laundring and financial market supervision),
personal data (GDPR), med-tech and when you manufacture or import
physical products (enviromental issues),
in case of B2C – consider consummer protection rules.

7. BEWARE
law changes a lot - including how to register company (e.g. 2021 may
transfer this process into more digital form),
waiting too long with formalities,
assumption that signing contracts means lack of trust,
advice that should seem to good to be true (including many kinds of tax
optimisation),
specific regulations that may influence your business (GDPR, AML, financial
markets supervisory),
lost cofounders (if somebody has left – secure the copyrights / other IP)
Important: in Poland copyright transfer requires written form (e-mail is not
enough!).

8. QUESTIONS?
Jan Marczyński
j.marczynski@jwms.pl