The Lock-Up Clause in a Polish Limited Liability Company: A Legal and Economic Analysis in the Context of Private Equity and Venture Capital Investments

The dynamic growth of Poland’s investment market, particularly for private equity and venture capital, requires effective legal mechanisms that safeguard investor interests and ensure the stability of ownership structures in limited lia-bility companies. One of the key issues in this context is the temporary exclusion of share transferability, implemented through so-called lock-up clauses. These provisions, incorporated into companies’ articles of association, are designed to restrict shareholders’ ability to dispose of their shares for a defined period (typically 3 to 5 years), thereby supporting corporate governance and strength-ening investor confidence. This article provides an interdisciplinary analysis of the functions and legal admissibility of lock-up clauses from the perspective of commercial law and economics. In particular, it examines whether, and under what conditions, it is legally permissible to exclude the transferability of shares in the articles of association of a Polish limited liability company.