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Corporate law

Investment-ready company structure (sp. z o.o. or P.S.A. with a basic SHA)

For founder teams planning to raise external financing who need a complete company structure in Poland together with a shareholders' agreement that settles the relations between the founders before an investor joins.

Fee
from 2 300 EUR net
Prices are net, in EUR. VAT depends on your status and place of establishment.

You can order this service directly, without a prior consultation. We confirm the scope and the fee before we start.

Request a quote Book a consultation first
A consultation is optional. To discuss your matter with a lawyer first, you can book a consultation for PLN 600 net + VAT. If you then order the work, its cost is credited against the project fee.

Before we start, we agree and confirm the scope and the fee. The price is indicative and does not constitute an offer within the meaning of the Polish Civil Code.

What it includes

  • Choice of legal form, a limited company (sp. z o.o.) or a simple joint-stock company (prosta spolka akcyjna, P.S.A.), matched to the profile of the team and to the financing plans
  • Preparation of the founding deed or the articles of association, the company agreement and the founding minutes
  • A basic shareholders' agreement (SHA) covering voting rights, profit distribution, tag-along rights, non-competition undertakings and the terms on which an investor joins
  • Preparation and filing of the application for registration of the company in the National Court Register (Krajowy Rejestr Sadowy, KRS)
  • Advice on the transaction tax (podatek od czynnosci cywilnoprawnych, PCC)

What the price does not include

  • Advanced investment mechanisms such as liquidation preference, vesting and anti-dilution
  • Preparation of financial data or of a business plan for the financing round
  • Conduct of the fundraising itself and negotiations with investors (separate services)

What you receive

  • Application for registration of the company filed with the registry court, with a structure prepared for talks with investors
  • Shareholders' agreement securing the relations between the founders and settling the key rules of management
How it works

How the investment-ready structure is built

We build the company and a shareholders' agreement matched to the profile of the team and to what investors expect, so that the business has a clear structure when the first financing arrives. Four steps.

  1. Team and objectives

    We establish the profile of the founders, the planned shareholdings, the source of financing and the growth perspective.

  2. Legal form and documents

    We select the legal form and prepare the founding deed or articles, the company agreement and the SHA.

  3. Shareholders' agreement

    We draw up the basic shareholders' agreement setting out the terms on which the founders run the business together.

  4. Registration

    We file the application with the registry court, and once the entry is made the structure is ready for talks with investors.

Who should use this service

Building the structure in advance makes sense for teams that are serious about raising financing. Instead of waiting for the first conversations with investors, we set up the company and the shareholders’ agreement straight away, so that registry procedures do not consume time at the very moment an investor becomes interested. A sound structure also clarifies the relations between the founders and protects their interests if the team changes.

What the shareholders’ agreement covers

The basic shareholders’ agreement governs voting rights, the rules on profit distribution, tag-along rights and non-competition undertakings. It also secures the terms on which a new investor joins and sets out the procedures for key decisions. It does not contain advanced mechanisms such as liquidation preference or vesting, which are usually negotiated directly with investors. What it provides are the foundations, the starting point for those negotiations.

Price and scope

The price starts at EUR 2300 net and covers a founder team of up to three people, one planned financing round and a basic scope of the shareholders’ agreement, without advanced mechanisms such as liquidation preference or vesting. A larger team, a more complex shareholding structure or a wider scope of protective clauses are priced individually.

What the fee depends on

  • Number of founders and complexity of the shareholding structure
  • Scope of the protective mechanisms in the shareholders' agreement
  • Need for additional filings or registry procedures

We agree the fee individually, at an hourly rate or as a flat fee, and confirm it before we start.

Request a quote

To order this service, describe your matter. A consultation is not required. We confirm the scope and the fee before we start.

Information you share in connection with legal assistance is covered by the professional secrecy of advocates and attorneys-at-law under Polish law.

How to start

You can order this service directly or book a consultation first. A consultation is not required to order the service.

Book a consultationContact us