Reserved matters: which decisions need founder or investor consent?

A SaaS company has two founders and a new investor holding 20%. During the funding negotiations, the investor asks for a say in important decisions. The founders agree, but they cannot wait for an investor reply whenever they sign a routine customer contract or buy a team tool.

They need a reserved-matters list: decisions that require specified approval because they materially affect the business, ownership or risk. They also need to answer a less comfortable question: what happens if someone signs without that approval?

The commercial mechanism is used across markets. The legal effect depends on where the requirement sits and which company rules apply. This article separates the governance choices from implementation in a Polish sp. z o.o., a limited liability company. In that legal example, the CEO is a management board member.

What you will learn

In brief

• Reserved matters should protect against material changes, rather than require approval for every transaction.
• Identify the person or body giving consent, the relevant document and the consequence of breach.
• Statutory consent, consent required only by the articles and a private investor covenant are different layers.
• Authority to sign for the company is a separate question from internal approval.
• Define the trigger, information, deadline, evidence of approval and escalation for each item.

Start with decisions that change the company

An investor has a clear reason to ask about a new share issue: it may dilute their holding. Significant borrowing, disposal of the core product’s IP or a major change of business direction can also change the investment substantially.

Routine cloud procurement within an approved budget should not necessarily require a shareholder vote. Neither should every developer hire. An unbudgeted CTO package may warrant another conversation. An enterprise contract with unusually broad liability may need approval even if its revenue is attractive.

A useful division is:

• Structural decisions: new equity, material financing, a business sale or disposal of core product rights.
• Decisions above a defined boundary: unbudgeted spending, key appointments, exceptional liability or an agreed risk threshold.
• Operational decisions: budgeted purchases, standard customer contracts and hiring within the approved plan.

This division helps founders negotiate the substance. It is not a universal statutory consent list. Some matters already require corporate resolutions under the law governing the company.

For a Polish sp. z o.o., for example, Article 228 of the Commercial Companies Code requires a shareholder resolution for a sale of the enterprise or an organised part of it. Selling an individual copyright in software is not automatically the same transaction. First establish what is actually being transferred.

The amount is not always the risk

A spending threshold is useful only if the calculation is clear. Is the threshold the first invoice, annual cost or the whole contract commitment? Are related orders aggregated? What happens when the company renews a service or expands its scope?

For customer contracts, assess liability and delivery commitments as well as revenue. A modest contract with uncapped liability can create more risk than a large contract on the approved standard terms.

Tie thresholds to the budget and review them as the business grows. A rule suitable before revenue may become a bottleneck twelve months later. Avoid letting a decision fall outside the rule simply because one purchase was split into several orders.

Polish implementation: choose the right document

Ask whether the investor is to receive a right effective within the company or a promise by other parties to act in a particular way.

The articles of association govern the company itself. A precisely drafted special shareholder entitlement may need to be placed there; Article 159 addresses special benefits granted to a shareholder. A founders’, shareholders’ or investment agreement can separately set out consultation, voting commitments, response deadlines and contractual remedies.

A private agreement does not automatically amend the articles or replace a required resolution. Align both layers and identify who is bound by each commitment.

An investor holding 20% does not automatically have a veto. Under Articles 244 to 246, ordinary shareholder resolutions generally require an absolute majority unless the statute or articles provide otherwise, while some matters have higher statutory thresholds. There are also voting exclusions, including specified decisions about a shareholder’s liability to the company.

Check the voting mechanism for each reserved matter before promising “investor approval on everything”. A consent right needs to work in the actual decision, not only in a negotiation summary.

The CEO signed without consent: three different situations

Assume the CEO in our Polish company has signed a document and the investor says it was not approved. Find the source of the requirement before reaching a conclusion about the transaction.

1. The statute required approval

For a sale of the enterprise or an organised part of it, the Code requires a shareholder resolution. Where a statutory consent requirement falls under Article 17, an act performed without it is generally invalid, subject to the statutory confirmation mechanism.

Consent can be confirmed within two months from the company’s declaration, with retroactive effect. Establish promptly what was sold, whether the statutory requirement applies and whether confirmation is still available.

There is an important exception. Article 230 generally requires a resolution for disposing of a right or incurring an obligation worth more than twice the share capital, unless the articles provide otherwise. It expressly excludes the invalidity rule in Article 17 § 1. Missing every statutory resolution therefore does not produce the same invalidity consequence.

2. Only the articles required approval

Suppose the CEO signed an ordinary enterprise customer contract. The articles required shareholder approval because liability exceeded an agreed limit, but no statutory approval requirement applied to that transaction.

Under Article 17 § 3, a transaction lacking consent required only by the articles remains valid. Management board members may nevertheless face liability to the company for breaching its rules. The customer does not automatically lose the contract because an internal approval was missed.

3. Only the private investment agreement required approval

Now suppose the requirement appeared only in the investment agreement. Read who signed it, who promised to obtain consent and what remedies were agreed. The consequences follow from those commitments and the applicable law.

Such a covenant does not itself remove the management board’s power to represent the company externally. Article 204 provides that a board member’s representation right cannot be restricted with effect against third parties.

These Polish rules should not be presented as the effect of reserved matters in every jurisdiction. The commercial question travels across markets; validity and remedies require the relevant corporate-law analysis.

Approval and signing authority are separate

In all three situations, also ask who was authorised to execute the document for the company.

For a Polish sp. z o.o. with a multi-member management board, the articles determine the representation method. If they are silent, Article 205 generally requires two board members acting together, or one board member with a commercial proxy, known as a prokurent.

Investor consent does not cure an unrelated signature problem. Equally, a correctly signed contract may still breach an internal or contractual consent rule. Keep both checks in the closing process.

Give the consent list a usable workflow

In the model company, the list might retain new equity, major financing, disposal of core IP and contracts above a defined liability threshold. Budgeted procurement and standard customer deals remain with management.

For each retained item, record:

• The event that triggers approval and how its value or risk is calculated.
• Who submits the proposal and who receives it.
• The draft document and short risk summary needed for a decision.
• The response deadline and procedure for questions or escalation.
• Who can give the required consent and how it is recorded.
• How urgent decisions and already approved budget items are treated.

Do not assume silence means consent merely because it is convenient. If the parties want such a mechanism, review its wording and admissibility for the specific decision. An informal “looks fine” email is not a substitute for a formal resolution where one is required.

For a multi-member Polish management board, check whether the management decision itself requires a board resolution. Article 208 distinguishes ordinary company affairs from other decisions and addresses objections within the board.

If the agreed veto requires an amendment to the articles, include the necessary resolution and registration in the National Court Register, or KRS, under Article 255. Signing an investment agreement alone does not complete that implementation.

Review the next decisions, not an abstract veto

Take the decisions likely in the coming months: a round, a large customer contract, hiring a CTO, borrowing or disposing of product rights. For each, answer three questions: who decides, where is consent required, and what happens if it is omitted?

If the answer is only “the investor has a veto”, the documents still need work. Where two equal founders can block a necessary decision, add a deadlock process rather than extending the consent list indefinitely.

A founders’ agreement before incorporation is a useful starting point for allocating responsibility. During a round, also consider the economics of pro rata and anti-dilution, because voting and ownership protections interact.

Lis.Legal helps startups implement these arrangements in Polish company documents. If recurring decisions need legal input, our startup legal subscription can support the ongoing process. Describe the decisions causing uncertainty so the review starts with actual transactions.

Primary legal source

• Polish Commercial Companies Code, official Polish text, particularly Articles 17, 159, 204, 205, 208, 228, 230, 244 to 246 and 255. Polish implementation checked as at 1 October 2026.