The best Polish founders are not avoiding Poland because they want to emigrate. They are avoiding the Polish funding system, because it cuts off their access to global capital. They move straight to the United States, and Poland has no part in whatever they go on to build.
I am not proposing that we help startups emigrate. I am proposing that we build Polish startups a bridge to global markets, so that the largest possible share of the economic value, talent and innovation flows back to Poland.
This is not a wish list. It is a complete strategy. It requires coordination across several ministries, but it is achievable. It comes down to four pillars:
- Fix startup funding so that it stops closing off access to global capital.
- Build permanent Polish infrastructure in San Francisco and in other global hubs of innovation and growth.
- Strengthen the organizations already building this ecosystem.
- Open public administration and state-owned companies to startups.
Pillar 1 · Funding aligned with global VC standards
Poland's public startup funding system rests on a culture of limited trust. It tries to predict and control how a company will operate, instead of holding founders and fund managers accountable for integrity, speed of execution and results delivered. The effect is less flexibility, slower decisions, and obligations that make the next round of capital harder to raise.
Europe funds the execution of a plan. Silicon Valley funds the ability to find the right plan.
A culture of limited trust does not reduce risk. It reduces the ability of startups to grow quickly and attract further investors. Public funding should help a startup reach its next round, rather than making it uninvestable for global funds. Ten concrete changes:
1. Introduce a Polish SAFE standard aligned with global VC practice
Polish startups need a simple, recognizable and tax-predictable funding instrument that works like the YC post-money SAFE: no maturity date, no interest, no need for an immediate valuation, a clear conversion mechanism, signable within days, and accepted by subsequent foreign investors. The SAFE became the standard in US pre-seed and seed rounds because it lets founders close investors one at a time, keeps legal costs down, and removes the need to negotiate elaborate terms for every small round.
What is needed:
- commission a single standard Polish SAFE template,
- agree its tax and accounting treatment with the Ministry of Finance,
- issue a general tax ruling covering SAFEs, convertible loans, warrants and conversion,
- enable digital signature and processing through Poland's online company registry.
2. Ban destructive side letters in PFR-backed funds
The side letter itself is not the problem. The problem is non-standard rights that give a public investor or fund a privileged position invisible in the main documents. The most damaging are:
- veto rights over the next round,
- consent required to change domicile or create a Delaware parent,
- restrictions on share transfers and preferential redemption rights,
- additional liquidation preference,
- obligations to maintain operations, IP or employment in Poland,
- investor consent for issuing new instruments,
- information rights disproportionate to ownership,
- MFN clauses extending to future strategic rounds,
- rights that do not expire at a US round.
For a Silicon Valley investor this reads as an opaque cap table, a hidden veto player, and the risk that a round or a reorganization cannot be completed at all.
What is needed:
- establish a public catalogue of permissible investor rights,
- prohibit side letters that alter economics or control outside the main agreement,
- require full disclosure of all side letters to future investors,
- introduce automatic expiry of special rights at a qualified round,
- ban rights that block a Delaware flip or the entry of a foreign investor.
3. Move away from premature priced rounds
Polish funds often require a valuation and a full equity round at a stage where a US startup would close a SAFE. The result is a premature and often low valuation, expensive documentation, an excess of investor rights, an early board seat, complicated preferences, and a problematic cap table before the first international round.
What is needed:
- permit and promote SAFEs or convertible loans up to a defined threshold,
- limit the priced-round requirement at pre-seed,
- create a standard seed round based on NVCA-compatible documentation,
- measure the time from investment decision to money in the account.
4. Standardize investment terms for publicly capitalized funds
No fund should be drafting its own multi-page version of investor rights. A standard is needed: 1x non-participating liquidation preference, no full-ratchet anti-dilution, standard broad-based weighted average, reasonable pro rata, market-standard founder vesting, no excessive reserved matters, no personal founder guarantees, no penalties for missing a business plan, no obligation for founders to buy back shares, and no multi-year control rights for a minority investor.
What is needed:
- publish “PFR Standard Seed Terms”,
- make them the mandatory default,
- require written justification for every deviation,
- publish anonymized data on the terms used by public funds.
5. Remove grants that become a blocker to the next round
A grant should increase the value of a company, not create an obligation that frightens the next investor. The most common problems: multi-year project continuity requirements, restrictions on transferring IP, prohibitions on change of control, the risk of repayment after a round or reorganization, a fixed project location, an inability to sell the company, and the possibility that previously approved costs are challenged later.
What is needed:
- introduce an automatic waiver for bona fide investment rounds,
- allow IP transfer to a parent company while operations remain in Poland,
- define a safe process for a Delaware flip,
- limit retroactive challenges to previously accepted expenses,
- shift from cost control to accountability for outcomes.
6. Create a “Delaware flip safe harbor”
For many Silicon Valley investors, a Polish limited liability company as the parent entity is simply too difficult to invest in. Not because Poland is inferior, but because the documentation is non-standard, investors do not know local law, a standard ESOP is harder to implement, subsequent rounds are harder to run, and no fund wants to absorb the cost of learning a new jurisdiction.
There is a tax barrier on top of this. A share exchange in a flip to the US can trigger immediate tax for the founder and early investors on a paper gain, even though nobody received a single złoty: Polish rules on tax-neutral share exchange cover companies in the EU and EEA, and do not cover a Delaware parent.
What is needed:
- create an official reorganization path: a Polish operating company under a Delaware C-Corp,
- ensure tax neutrality of the share exchange and defer taxation until shares are actually sold,
- standardize valuations and documentation,
- ensure that grants and PFR investments do not block the flip,
- maintain incentives for R&D, employment and IP developed in Poland.
The goal is not to force a startup to keep a Polish parent. The goal is for the global company to keep as much of its team, operations and economic value in Poland as possible.
7. Fix the ESOP
A US investor expects a company to be able to offer talent real equity upside. Today the obstacles are: taxation at the wrong moment, no simple vesting, difficulty issuing options, unclear rules for B2B contractors, and limited compatibility with a foreign parent.
What is needed:
- taxation on the sale of shares, not on grant or exercise of options,
- a standard four-year vesting with a one-year cliff,
- a digital option and cap table registry,
- the ability for employees of the Polish entity to participate in a Delaware parent plan,
- uniform rules for employees and key contractors.
8. Remove personal risk from the founder
In Silicon Valley the failure of a startup is an economic risk. In the Polish system a founder may face personal liability connected to a grant, taxes or documentation.
What is needed:
- ban personal guarantees in standard public investments,
- exclude liability for reasonable business decisions taken in good faith,
- introduce a startup business judgment rule,
- limit clawbacks to fraud, gross violation or deliberate misrepresentation.
9. Clean up the cap table before entering the US
Common red flags: dozens of small shareholders without an SPV, angels holding veto rights, different classes of rights recorded in separate agreements, old convertible loans past maturity, unclear IP ownership, shares held by co-founders who no longer work at the company, missing vesting, and side letters absent from the cap table.
What is needed:
- fund a “cap table cleanup” before internationalization,
- create a standard for consolidating small investors into an SPV,
- launch a readiness audit for an international round,
- provide access to lawyers who understand both Polish and Delaware law.
10. Change the KPIs of public programs
Today a fund can be evaluated on the number of investments, budget deployed, or formal compliance with procedures. It should be evaluated on: follow-on rounds with private capital, participation of foreign investors, valuation growth, international revenue, the creation of global leaders, the absence of terms that block future financing, time to close an investment, and the quality and simplicity of documentation.
Two cultures of capital
In the European model, especially where capital comes from public sources, the starting question is usually: how do we protect this money from being misused? The system therefore adds layer after layer of control: detailed eligibility criteria, an obligation to execute a predetermined plan, rigid budgets, extensive reporting, project continuity requirements, and approval procedures for any material change.
That is logical from the standpoint of controlling public money. The problem arises when the same model is applied to a startup, whose essence is changing its assumptions. In practice a founder can be penalized not for dishonesty, but for changing the product, changing the market, moving funds between categories, accepting an investor on different terms, selling IP, or failing to deliver a plan that stopped making sense.
In Silicon Valley the starting point is different: the founder will probably change the plan many times, and what matters is whether they can quickly find a working model and build a large company. Control exists, but it covers a few fundamentals: whether the founder acts honestly, whether investors receive the agreed economic rights, whether the company maintains its cap table properly, whether the board acts in the company's interest, and whether future investors can enter on transparent terms. Everything else is left to the founder's judgment.
In the European model, success often means: funds spent according to budget, tasks completed, formal indicators met, complete documentation, and no irregularities found. In the Silicon Valley model, success means: speed of learning, product and revenue growth, further rounds of private capital, the ability to attract talent, and global scale. This is not a difference between accountability and its absence. It is a difference between controlling compliance with the original plan and being accountable for the result achieved.
The difference has measurable consequences. The OECD notes that the US venture market remains the largest in the world and draws on far greater institutional investor participation than the European market. In AI the gap is starker still: in 2025, US investors accounted for roughly 56% of global VC value invested in AI, while investors across the entire EU27 accounted for roughly 7%.
Funding culture does not explain all of it. The US has a larger single market, more institutional capital, larger funds and a deeper talent pool. But the way funding is designed reinforces that advantage. The American system optimizes for a handful of enormous successes and accepts that many companies will fail if a few create a category worth billions. Poland's public system more often optimizes so that no single investment looks like an official's mistake.
Silicon Valley manages a portfolio of risk. Poland tries to de-risk every company individually. Startups cannot be grown by eliminating risk at the level of each investment.
There is a paradox in PFR here. PFR Ventures operates as a fund of funds, so in principle it should not be managing startups directly. Because the money comes partly from public and European sources, however, administrative logic transfers itself onto venture investing: the fund protects compliance, the manager protects against audit, documents cover every scenario, the startup takes on additional obligations, and the next investor has to absorb or unwind the whole structure. Capital meant to be a catalyst for growth becomes encumbered capital.
This is not about handing out money without oversight. It is about changing the object of oversight. Control: fraud, conflicts of interest, deliberately misleading investors, asset stripping, and breaches of board duty. Do not penalize: a change of strategy, a pivot, abandoning the original product, accepting a foreign investor, a Delaware flip, selling the company, or the failure of an experiment undertaken in good faith.
Pillar 2 · Permanent Polish infrastructure in San Francisco and other global hubs
For over twenty years Austria has run a government-backed Startup Landing Zone in Silicon Valley, through which more than 250 companies have passed. Since 2012 Germany has maintained the state-funded German Accelerator with an office in San Francisco. Most European countries run comparable programs. Poland is the exception, and not in a good way.
We do not need to copy anyone else's model. Government, PAIH and private organizations can jointly create a Polish Innovation House in San Francisco: a place, people and programs that help Polish founders enter the global ecosystem year-round. With the element other programs tend to lack: affordable accommodation for founders during their first weeks in the Valley.
Real visa support is required alongside it. Without a visa there is no customer meeting, and without a meeting there is no contract.
San Francisco is the first and most important beachhead, because that is where the capital and the technology market are. The same landing pad model can then be replicated in further global hubs of innovation and growth, wherever the Polish technology diaspora is already active.
Pillar 3 · Strengthen those already doing the work
The state does not have to build everything from scratch. It should strengthen organizations that already have the community's trust and a track record: Vistula Valley, PolSV, Teleport, Polonium Foundation, the Polish American Business Club in New York, and other proven initiatives in global hubs. I co-build some of them, so I write as an interested party as well.
Support should include:
- multi-year operational funding,
- partnership with diplomatic missions,
- joint programs for founders,
- promotion of Poland as a place where technology is created.
Annual project grants do not build institutions. They build reports.
Pillar 4 · The state as the first customer of innovation
For decades the US government has deliberately used public procurement to build new technologies. DARPA funded the technologies behind the internet, GPS and autonomy. The SBIR/STTR programs allow thousands of startups to sell their first solutions to federal agencies. The Department of Defense, NASA and HHS regularly buy from young companies, often long before those companies become large. This is not subsidizing startups. It is the deliberate use of public procurement to build national technological capability.
A typical public tender in Poland requires:
- several years of operating history,
- high revenue,
- multiple references,
- previously completed similar projects,
- substantial financial security.
Which is precisely what a startup cannot yet have. The system is designed for mature contractors, so startups are eliminated before anyone evaluates their solution.
What is needed:
- a dedicated procurement track for startups,
- pilots without a full tender up to a defined value,
- procurement based on the problem to be solved rather than a detailed specification,
- eligibility for companies without years of history and high revenue,
- a fund financing pilots with public administration and state-owned companies,
- KPIs for the largest state-owned companies covering cooperation with startups.
Why Silicon Valley
Silicon Valley is not a goal in itself. It is where the best investors, the largest enterprise customers, technology partners, experienced founders and the most liquid capital market happen to be. If a Polish startup wants to build a global company in AI, cybersecurity or enterprise software, it very often has to be there at least for a period. In the same way a car manufacturer goes to Detroit and a fashion house goes to Milan.
What actually stays in Poland
The biggest myth in this discussion runs: “if the founder moves to the US, Poland loses everything.” The best startups do exactly the opposite. What moves to the US is the CEO, sales, fundraising and business development. What stays in Poland is R&D, engineers, AI, product, operations, payroll taxes, know-how, and the next generation of startups founded by former employees. Hundreds of Israeli, Estonian and Scandinavian companies did precisely this.
Israel accepted long ago that the CEO lives in Palo Alto or New York while the R&D center stays in Tel Aviv or Haifa. The result: thousands of high-paying jobs, one of the highest levels of R&D spending in the world, a large inflow of foreign capital, and successive generations of founders. Nobody says Israel “exported” its startups. They say it built a global ecosystem.
Poland is not competing over where a startup is founded. It is competing over where its center of competence stays.
If a founder moves to San Francisco but employs three hundred engineers in Warsaw, develops AI in Kraków, pays millions in salaries and founds further companies in Poland, then Poland wins. If that founder never builds a global company because they had no access to the market, investors and customers, Poland does not “keep” the company. Poland loses the chance to create a global champion.
If the state does not help a startup reach Silicon Valley, one of three things happens: the startup goes anyway and Poland has neither credit nor influence; it sells too early and too cheaply; or it never reaches global scale. That third outcome is the most expensive one for the country.
Where this leads
This bridge is not an end in itself. It is a stage.
Once hundreds of Polish unicorns and decacorns exist, their founders will do what founders do in every mature ecosystem: reinvest. They will back the next generations of entrepreneurs as angels and as LPs in Polish VC funds. Capital, know-how and a global network will stop being things you have to fly to San Francisco for.
At that point we will be able to speak of the Vistula Valley not as an organization but as a geography: a global startup center where everything needed to build a global company is already in place. Vistula Valley is the name of a bridge today. In time it becomes the name of a place.
In one sentence
We do not export entrepreneurs: we import capital, experience, customers and know-how into Poland.
