Corporate Legal Advisory for the Space Sector

Poland is becoming an increasingly important location for the development of space industry projects in Europe. The number of technology companies, space-tech start-ups and research and development teams participating in projects carried out under the European Space Agency (ESA) programs and European Union initiatives continues to grow. In this environment, a properly designed legal and corporate structure is essential. It provides a clear allocation of responsibilities, ensures stable corporate governance and strengthens the credibility of the project in the eyes of investors, technology partners and public institutions.

The Firm provides legal advisory services in commercial and corporate law for space-tech projects, including legal support for projects developed within the framework of the European Space Agency (ESA) and the wider European space sector.

Who We Work With

The Firm advises companies and project teams operating in the space sector, particularly those involved in collaborative projects with research institutions, industrial partners, investors and public funding programs. Legal advisory services cover the key stages of project development, from company formation and corporate structuring to consortium agreements, strategic partnerships, investment readiness and the design of governance and ownership frameworks.

Project Structure and Corporate Governance

The Firm advises businesses developing projects in the space sector on commercial and corporate law matters.

The scope of legal advisory services includes:

selecting the most appropriate legal structure for business operations in Poland
designing governance and ownership arrangements between founders, shareholders and investors
drafting technology collaboration agreements
structuring ownership frameworks for space-tech projects
analyzing contractual liability in multi-party projects

The objective is to establish a transparent governance structure and clearly defined allocation of responsibilities, providing a solid legal foundation for discussions with investors, financial institutions and strategic partners.

Initial Consultation

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R&D Collaboration and European Projects

Space sector projects developed in Poland are often carried out through cooperation between private companies, research institutions and international partners. The Firm advises clients on:

drafting consortium agreements
preparing research and development (R&D) agreements
structuring legal frameworks for cooperation in EU-funded projects
defining liabilities and responsibilities among project participants

In projects of this nature, clearly defining the scope of work, allocation of responsibilities and financial arrangements is essential. A well-structured consortium agreement helps minimize the risk of disputes and provides a stable legal framework throughout the implementation of the project.

Poland as an Operating Hub for the European Union

Poland is increasingly being chosen as a jurisdiction for technology-driven businesses, including companies operating in the space sector and the New Space industry. The Firm advises not only on the regulatory framework but also on designing corporate structures that support business operations across the European Union.

A company incorporated in Poland can serve as the focal operating entity for activities within the EU, provided that its corporate structure is designed from the outset to accommodate future growth, investment and international expansion.

Strategic Contract Advisory

Space sector projects require carefully designed ownership structures and a clear allocation of responsibilities among all project participants.

Particular attention should be given to the contractual framework, especially in projects developed through consortiums or international partnerships. Well-drafted agreements provide certainty, facilitate decision-making and establish a clear legal framework for long-term cooperation.

The objective is to prepare legal documentation that minimizes the risk of shareholder deadlock, disputes over liability and uncontrolled changes to the ownership structure of the project.

FAQ

1. Is there a separate law governing space activities in Poland?

On April 18, 2026, the Act of 13 February 2026 on Space Activities entered into force. The Act is predominantly public-law in nature.

Pursuant to Article 1, it regulates, among other matters:

the granting of authorisations to conduct space activities
supervision of space activities
liability for damage caused by space objects
the maintenance of the national register of space objects

However, a substantial part of the day-to-day operations of companies in the space sector remains outside the scope of the Act. These activities are governed by the general provisions of Polish commercial, civil and administrative law, as well as applicable EU legislation.

2. How the optimal legal structure for a space-sector project in Poland should be selected?

There is no single legal form specifically designed for a “space company”. The choice should reflect, among other factors, the financing model, ownership structure and the project’s intended development path.

In practice:

a limited liability company (sp. z o.o.) is the most common choice at an early stage. It provides limited liability for shareholders, relatively low incorporation and maintenance costs, and considerable flexibility in structuring the articles of association
a joint-stock company (S.A.) may be more suitable where institutional financing, larger investment rounds, the issuance of preference shares or a future listing on a capital market is contemplated

The content of the corporate documents is equally important. The articles of association should address, among other matters:

mechanisms for increasing the share capital
the possibility of issuing preference shares
investor exit arrangements
deadlock mechanisms
management board responsibilities in grant-funded projects
a list of matters requiring shareholder approval (reserved matters)

For projects carried out within a consortium, it may also be appropriate to establish a special purpose vehicle (SPV). An SPV can ring-fence the risks associated with a specific project and facilitate the management and accounting of public funding.

The final choice of legal form should also take into account:

the planned participation of foreign investors;
potential notification requirements under foreign investment control regulations;
the proposed governance and shareholder oversight model;
the intended holding structure.

In the space sector, the choice of legal structure is a strategic decision. An unsuitable structure may make it more difficult to secure financing or create unnecessary complications at subsequent stages of the project’s development.

3. Does participation in a European Space Agency (ESA) project require a specific corporate structure?

The European Space Agency (ESA) does not prescribe any particular legal form for companies participating in its projects. In practice, however, ESA projects require a stable, transparent and predictable corporate structure.

Contracts concluded with ESA (ESA Contracts) set out detailed provisions concerning:

the contractor’s responsibilities and liability
reporting obligations
monitoring and control of the use of funds
the consequences of non-performance or improper performance of the project

From a corporate governance perspective, it is particularly important to ensure that:

the entity entering into the contract has clear rules of representation
the powers and responsibilities of the management board are clearly defined
the corporate structure minimizes the risk of a decision-making deadlock
relations between shareholders are structured so as to enable efficient financial and technical decision-making

In consortium projects, particular importance attaches to the role of the Prime Contractor. The Prime Contractor is responsible towards ESA for the performance of the contractual obligations, even where parts of the work are carried out by subcontractors or consortium partners. The corporate and contractual structure should therefore adequately reflect this allocation of responsibility.

It should also be taken into account that:

ESA may require disclosure of the company’s ownership structure
changes in the shareholding structure during the project may be subject to notification requirements
improper management or use of project funds may result in an obligation to repay them

In practice, ESA projects require not so much a specific legal form as a well-designed and mature corporate governance framework that provides:

ownership stability
clearly allocated responsibilities
an efficient decision-making process
effective management of contractual risk

In the space sector, structural weaknesses often become apparent not when the contract is signed, but during project implementation, particularly when rapid technical or financial decisions need to be made.

4. Is a separate shareholders’ agreement necessary?

In practice, yes. A shareholders’ agreement allows the shareholders to regulate matters that are not, or cannot always be fully, addressed in the company’s articles of association. These may include vesting arrangements, investor exit mechanisms and compulsory share transfer or buy-back mechanisms in the event of a material breach of obligations.

Such arrangements are particularly important in the space sector, where:

projects typically have a long-term horizon
the value of the company may increase rapidly
the continued involvement of the founders may be critical to the success of the project

The absence of appropriate contractual mechanisms may result in a decision-making deadlock, particularly where shareholders hold equal voting rights. This may, in turn, lead to:

loss of financing
termination of a consortium agreement
contractual liability towards project partners

The Polish Commercial Companies Code does not provide a comprehensive framework for all of these mechanisms. A carefully drafted shareholders’ agreement therefore plays an important role in defining the relationship between shareholders, protecting the stability of the ownership structure and establishing clear rules for resolving potential conflicts.

5. How should a space project carried out within a consortium be properly structured and protected?

A project carried out within a consortium requires a carefully drafted agreement governing the relationships between the partners at both the ownership and contractual levels. In the space sector, a consortium is more than an operational arrangement. Its structure must be capable of supporting a multi-year project, changes in financing and potential conflicts of interest.

The following elements are particularly important:

1) Scope of work and responsibilities of the partners

The agreement should clearly define the scope of each participant’s obligations, the procedures for verifying performance and the consequences of non-performance or improper performance. A precise allocation of responsibilities reduces the risk of disputes and prevents responsibility for one partner’s failures from being improperly shifted to other consortium members.

2) Financial liability framework

It is essential to determine whether liability is allocated proportionately to each partner’s scope of work or whether one participant assumes broader liability towards third parties. In practice, particular attention should be given to recourse mechanisms and liability caps, which help protect the financial stability of the project participants.

3) Project governance

The consortium should have a clearly defined decision-making structure, with an appropriate allocation of powers and procedures for adopting decisions. In technology projects, the absence of an effective deadlock resolution mechanism may lead to delays or suspension of work and may undermine the consortium’s credibility with external partners.

4) Changes in consortium membership

The agreement should establish rules governing the admission of new partners, the withdrawal of existing participants and the consequences of a consortium member becoming insolvent or losing its operational capacity. Stability of the consortium structure is essential to maintaining continuity throughout the project.

5) Governing law and dispute resolution

In international projects, the agreement should clearly specify the governing law and the mechanism for resolving disputes, whether through litigation or arbitration. The absence of such provisions may significantly complicate the enforcement of claims and prolong potential proceedings.

6) The particular importance of consortium arrangements in the space sector

Space-tech projects typically involve long development cycles, a high degree of technical complexity and significant capital expenditure. In such projects, a consortium agreement should provide not only for the day-to-day coordination of activities, but also for the stability of relationships between the participants and a predictable allocation of responsibility in the event of changes to the project structure.

A well-structured consortium cannot eliminate technological risk, but it can provide effective mechanisms for managing legal and organizational risk. In practice, this can be critical to the successful continuation of a project over the long term.

6. Is it worth establishing a Special Purpose Vehicle (SPV)?

Yes. A Special Purpose Vehicle (SPV) is a company established to carry out a specific project. Rather than conducting a broad range of business activities, it is typically used to separate the project, its risks and its financing from the other activities of the founders or participating entities.

An SPV is not a separate legal form under Polish law. It is a functional structure that may take different corporate forms. In Poland, an SPV will most commonly be established as a limited liability company (sp. z o.o.) or a joint-stock company (S.A.), and less frequently as a simple joint-stock company (P.S.A.).

Why SPVs are commonly used in the space sector?

Space-tech projects often:

involve a high level of risk
have long development and implementation cycles
rely on grant funding or private investment
are carried out within consortium structures

An SPV can, in particular:

ring-fence a specific project from the other business activities of the participating entities
facilitate investment in that particular project without giving the investor an interest in the founders’ other businesses
provide a transparent structure for managing and accounting for ESA or EU funding
facilitate the future sale or transfer of the project without requiring the sale of the entire underlying business

7. Can an inadequately designed ownership structure effectively block a space project?

Yes. In practice, deficiencies in the ownership structure are among the most common causes of decision-making deadlock in technology projects.

The absence of clearly defined voting rights, share preferences or decision-making rules may lead to a deadlock between shareholders. This may arise, for example, where unanimity is required for key decisions and may prevent the company from taking critical investment or financing decisions.

Inadequately designed mechanisms for increasing share capital or issuing new shares may block a financing round or prevent a new investor from joining the company. In projects carried out within consortia or supported by public funding, changes in the ownership structure may trigger notification requirements or, depending on the contractual arrangements, even jeopardise funding. The absence of clearly defined exit provisions, founder vesting arrangements and compulsory share transfer or buy-back mechanisms may also increase the risk of disputes and destabilize the project during its growth phase.

An inappropriate holding structure may also create tax risks or make it more difficult to bring in a foreign investor. In the space sector, where projects are capital-intensive and typically have a long-term horizon, weaknesses in the ownership structure may not become apparent immediately. They often materialize during an investment round or when a conflict arises between shareholders.

For this reason, the ownership structure should be treated as an integral part of the project’s financing and risk management strategy, rather than merely as a formal consideration when incorporating the company.

8. Should ownership and management functions be separated in a space-tech project?

In most mature technology projects, separating the role of the investor or shareholder from the management function provides a clearer and more robust corporate governance framework.

Investors exercise their shareholder rights through the shareholders’ meeting or, where applicable, through representation on the supervisory board, while the management board is responsible for the day-to-day management and representation of the company. Combining these roles without appropriate governance and control mechanisms may create conflicts of interest and weaken shareholder oversight. It may also increase the exposure of management board members to liability, particularly where operational decisions are made under shareholder pressure without adequate documentation.

In grant-funded projects or projects involving institutional investors, it is particularly important to define the powers and responsibilities of the management board and to establish a clear list of matters requiring shareholder approval (reserved matters). Establishing a supervisory board or an investment committee may also be appropriate for high-value projects with a long-term implementation horizon.

From an investor’s perspective, a clear separation of functions enhances reporting transparency and makes it easier to determine where responsibility lies if the project encounters difficulties.

In the space sector, where technical and financial decisions may have long-term consequences, a clear allocation of powers and responsibilities helps reduce the risk of disputes and project disruption.

9. Can management board members be held personally liable?

Yes, in certain circumstances. It is important to recognize that the extent of this liability is sometimes underestimated in technology projects.

Members of the management board of a Polish limited liability company (sp. z o.o.) may be held personally liable for the company’s obligations under Article 299 of the Polish Commercial Companies Code if enforcement against the company proves ineffective and, for example, a bankruptcy petition was not filed within the required time.

In addition, the Polish Tax Ordinance provides for the liability of management board members for the company’s tax arrears where the statutory conditions for such liability are met and the relevant grounds for exemption from liability cannot be demonstrated.

Under Polish company law, a management board member may also be liable towards the company for damage caused by an act or omission contrary to law or the company’s articles of association (Article 293 of the Commercial Companies Code in the case of a limited liability company and Article 483 in the case of a joint-stock company). Management board members are required to exercise the standard of due care resulting from the professional nature of their duties.

In projects financed with public funds, additional risks may arise from the improper use of grant funding or failure to comply with reporting obligations. This may result in an obligation to repay the funding and, depending on the circumstances, liability towards the company.

Liability may also arise in connection with inaccurate or misleading statements made when entering into investment or grant agreements, including contractual representations and warranties.

In the space sector, where projects are long-term and capital-intensive, management boards are required to make decisions involving significant financial and technological risks. A clearly defined allocation of powers and responsibilities, together with proper documentation of management board decisions, can therefore play an important role in mitigating personal liability risks.

The personal liability of management board members is not merely a theoretical issue. It typically becomes relevant in critical situations, such as loss of liquidity, shareholder disputes, grant audits or tax proceedings.

A well-designed corporate governance framework and clear decision-making procedures are therefore essential to protecting both the company and the individuals responsible for its management.

10. At what stage of a space-tech project should attorney-at-law be involved?

The optimal time to involve attorney-at-law is at the project structuring stage, before entering into an investment, consortium or grant agreement.

If attorney-at-law is engaged only once a dispute has arisen, the relevant risks have already materialized and the options available to mitigate them are significantly more limited.

Legal support is particularly important when designing the ownership structure, establishing mechanisms for raising additional capital, allocating responsibility among consortium partners and defining the powers and responsibilities of the management board.

In ESA projects or projects funded by the European Union, the contract negotiation stage and the allocation of liability between project participants are particularly important. The entry of a new investor is another critical stage, requiring careful consideration of minority shareholder rights, exit arrangements and mechanisms designed to prevent deadlocks and disputes.

In practice, legal advice provides the greatest value before key structural decisions are made. In the space sector, where projects are capital-intensive and typically extend over many years, the cost of early legal analysis is significantly lower than the cost of restructuring a project after deficiencies in its legal framework have become apparent.

Legal support should therefore form part of project planning from the outset, rather than being sought only in response to a problem.