1. Agree the economic structure
Clarify pre-money and post-money valuation, the amount invested, issue price, share capital allocation, any share premium and the resulting cap table. Decide whether the investor acquires new shares, existing shares or both.
2. Negotiate governance and shareholder rights
How the issue appears in practice
Hypothetical example: attractive valuation, excessive control
Founders focus on the investment amount and headline valuation. The draft later gives the investor consent over ordinary operational decisions and broad anti-dilution protection, materially changing the balance of the deal.
3. Prepare the transaction and corporate documents
The package may include a term sheet, investment agreement, shareholders’ agreement, amendment to the articles, subscription statements, consents and closing deliverables. Align definitions and completion conditions across all documents.
4. Complete and register the investment
Coordinate payments, notarial or S24 actions, corporate resolutions and conditions precedent. Submit the KRS filing and update the shareholder and beneficial-owner records at the appropriate time.
Legal basis
- Polish Civil Code of 23 April 1964
- Polish Commercial Companies Code of 15 September 2000
- Polish National Court Register Act of 20 August 1997
- 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
A successful investment process joins valuation and funding mechanics with governance, founder obligations, investor protections and a workable corporate closing.