Start with the business arrangement
Record what each shareholder contributes, the role and time commitment expected, and how remuneration is separated from ownership. Equal shareholdings do not necessarily mean identical operational responsibilities.
Decision-making and reserved matters
Define which decisions belong to management, which require a shareholder majority and which need enhanced consent. Reserved matters should protect important interests without making ordinary operations unmanageable.
Founder commitment and vesting
If ownership is granted in expectation of future work, consider vesting and leaver rules. Specify the events, valuation and procedure for dealing with shares when a founder leaves, becomes inactive or breaches core obligations.
Future financing and dilution
Explain whether shareholders must provide further funding, how new shares or loans are approved and what happens if one shareholder cannot participate. Pre-emption and anti-dilution mechanisms must be understood together with the company’s financing needs.
Transfers and investor entry
Transfer restrictions, pre-emption, tag-along and drag-along rights should form one coherent process. Define notices, time limits, valuation and permitted transfers so that rights can be exercised in practice.
Deadlock
A 50/50 structure needs an escalation path for genuine deadlock. Negotiation, mediation, an independent vote or a buy-sell mechanism may be appropriate, but the procedure must be financially and legally workable for both sides.
Confidentiality, competition and IP
Protect information, customer relationships and intellectual property proportionately. Ensure the company owns or can use the code, brand, content and other assets created by founders and contractors.
Exit and enforcement
Plan voluntary and forced exits, valuation, payment security and the relationship between the shareholders’ agreement and the articles. Some rights require corresponding constitutional or corporate provisions to work effectively.
Keep the documents aligned
The articles, shareholders’ agreement, management rules and investment documents should not create inconsistent procedures. Review them after financing rounds, role changes and material changes to the business.
How the issue appears in practice
Hypothetical example: equal ownership, no route through deadlock
Two founders each hold 50%. One supports a financing round and the other blocks it, while the documents contain no escalation or temporary budget mechanism. The disagreement stops the company from taking a time-sensitive decision.
Matters to determine or verify before proceeding
- Start with the business arrangement
- Decision-making and reserved matters
- Founder commitment and vesting
- Future financing and dilution
- Transfers and investor entry
- Deadlock
- Confidentiality, competition and IP
Key issues at a glance
| Issue | Key information |
|---|---|
| Start with the business arrangement | Record what each shareholder contributes, the role and time commitment expected, and how remuneration is separated from ownership. |
| Decision-making and reserved matters | Define which decisions belong to management, which require a shareholder majority and which need enhanced consent. |
| Founder commitment and vesting | If ownership is granted in expectation of future work, consider vesting and leaver rules. |
| Future financing and dilution | Explain whether shareholders must provide further funding, how new shares or loans are approved and what happens if one shareholder cannot participate. |
| Transfers and investor entry | Transfer restrictions, pre-emption, tag-along and drag-along rights should form one coherent process. |
Legal basis
- Polish Civil Code of 23 April 1964
- Polish Commercial Companies Code of 15 September 2000
- Polish Entrepreneurs' Law of 6 March 2018
- Polish Act of 6 March 2018 on participation of foreign entrepreneurs and other foreign persons in economic activity in Poland
This article provides general information and does not constitute legal advice for a specific matter. The appropriate solution depends on the facts, documents and business objective.
Summary
The agreement should convert the founders’ commercial understanding into workable rules for decisions, funding, transfers and difficult departures. Deadlock and exit mechanisms are valuable only if they can actually be implemented.