BSPCE vs BSA: How to Reward Researchers and Scientific Advisors in a French Start-up

By Maître Arnaud Touati
06/10/2026

Reviewed and approved by Arnaud Touati (Maître), partner and co-founder of the firm

Key points

To reward a researcher or scientific advisor without straining cash flow, two tools stand in contrast: BSPCE (French start-up share warrants), tax-efficient but restricted, and BSA (share subscription warrants), more flexible.
BSPCE, governed by Article 163 bis G of the French Tax Code (CGI), are granted free of charge, with no tax on grant or on exercise; tax arises only when the shares are sold.
BSPCE require a joint-stock company subject to corporate income tax (IS), registered for less than 15 years and at least 15% held by individuals, and are reserved for employees, corporate officers and members of the board of directors or supervisory board (or the equivalent body under the articles of an SAS, simplified joint-stock company).
The BSPCE exercise gain is taxed at 12.8%, or at 30% if the holder’s activity in the company has lasted less than three years; any gain above that falls under the capital gains regime, with social levies payable in addition.
BSA, provided for in Articles L. 228-91 et seq. of the French Commercial Code (Code de commerce), may be granted to any third party, including external advisors, but in practice they are subscribed for a non-nominal price.
A BSA granted on favourable terms exposes the holder to part of the gain being recharacterised as salary, under the case law of the Conseil d’État on management packages.

To reward a researcher or a scientific advisor without straining cash flow, two tools stand in contrast: BSPCE (bons de souscription de parts de créateur d’entreprise, French start-up share warrants) and BSA (bons de souscription d’actions, share subscription warrants). BSPCE are tax-efficient but reserved for employees, corporate officers and board members of young companies (Article 163 bis G of the CGI). BSA are more flexible and suit external advisors, at the cost of less favourable tax treatment.

See also: issuing BSA to advisors (in French).

Table of Contents

BSPCE: a tax advantage reserved for employees and corporate officers

BSPCE are governed by Article 163 bis G of the French Tax Code (Code général des impôts) (in French). The regime offers an incentive framework:

Free grant of warrants giving the right, in due course, to subscribe for shares at a price fixed in advance (the strike price).
No tax on grant.
No tax on exercise (subscription for the shares).
Tax only in the year the shares are sold: the exercise gain (value of the shares on the exercise date minus the subscription price) at 12.8%, increased to 30% where the activity has lasted less than three years, and any surplus under the capital gains regime.

Eligibility conditions for the company

Joint-stock company subject to corporate income tax (IS).
Company registered for less than 15 years.
Share capital held directly and continuously at least 15% by individuals or by companies themselves at least 75% held by individuals.
Company not created through a restructuring involving pre-existing activities (save in specific cases).

Eligibility conditions for the beneficiary

Employee, corporate officer taxed under the same regime as employees, or member of the board of directors, the supervisory board or the equivalent body under the articles of an SAS (also in subsidiaries at least 75% held).
No grant possible to external consultants, freelancers or advisors who are neither employees, corporate officers nor members of those bodies.
Grants possible to employees and corporate officers of second-tier subsidiaries, where the indirect holding reaches at least 75%.

Tax on the sale of the shares

For warrants granted since 1 January 2026, the gain is taxed in the year the shares are sold:

At the flat rate of 12.8% on the exercise gain (value of the shares on the exercise date minus the acquisition price) where the beneficiary has worked in the company for at least 3 years on the date of sale, with social levies payable in addition.
At the rate of 30% on that same gain if the activity has lasted less than 3 years; any gain above the value on exercise falls under the capital gains regime of Article 150-0 A of the CGI.
Option to apply the rules for wages and salaries to the exercise gain, to be compared case by case with the flat rate.

BSA: a flexible instrument, but less tax-efficient

The BSA is a general company-law instrument, provided for in Articles L. 228-91 et seq. of the Commercial Code (in French), which may be granted to any natural or legal person.

Features

No eligibility condition relating to the company or the beneficiary.
The BSA is subscribed by the beneficiary for a non-nominal initial price (generally a few cents to a few euros per BSA), to avoid it being treated as additional remuneration.
Gives the right, during a set period, to subscribe for shares at a defined price.
Can be acquired by any third party: consultants, advisors, business angels, partners.

Tax treatment

On subscription: no tax impact if the price paid reflects the fair value of the BSA (otherwise, possible recharacterisation as additional salary or as investment income).
On exercise: no immediate tax.
On sale of the shares: the capital gain is taxed at the flat tax (PFU, prélèvement forfaitaire unique) of 31.4% in 2026 (12.8% income tax and 18.6% social levies), with no minimum period of activity.
However: if the tax authorities consider that the BSA was granted on favourable terms (manifest undervaluation), part of the gain may be recharacterised as salary (Conseil d’État, 13 July 2021, no. 435452, on management packages).

BSPCE vs BSA at a glance

Target: BSPCE for employees/corporate officers; BSA for external consultants, advisors, non-employee partners.
Cost for the beneficiary: BSPCE granted free of charge; BSA subscribed for a price.
Tax: BSPCE incentive-based and stable; BSA less favourable and more exposed to recharacterisation risks.
Conditions on the company: BSPCE subject to the criteria of Article 163 bis G (IS, < 15 years, capital held by individuals, market capitalisation, etc.); BSA free to use.
General meeting decision: both tools require a decision of the extraordinary general meeting, on the report of the board of directors or management board and on the special report of the statutory auditor (commissaire aux comptes).

The specific case of the researcher

Three possible configurations depending on the researcher’s status in the start-up:

Researcher who is a founder and corporate officer

If they have left the civil service or taken a secondment under Article L. 531-1 of the French Research Code (Code de la recherche), the researcher may be a corporate officer of the start-up. They are eligible for BSPCE, subject to the general conditions.

Part-time employed researcher

If the researcher combines a salaried job in the start-up with their public-sector activity, they may be eligible for BSPCE as an employee. Holding several activities at once is governed by Articles L. 123-1 et seq. of the French General Civil Service Code (Code général de la fonction publique).

Researcher acting as an external scientific advisor

If they act under the scientific contribution scheme of Article L. 531-8 of the Research Code (in French), without being an employee, they are not eligible for BSPCE. Equity-based remuneration then goes through BSA; free shares are reserved for employees and corporate officers.

Other complementary tools

Free shares (AGA): free grant of shares to employees and corporate officers, with a vesting period of at least one year and a combined vesting and holding period of at least two years. Article L. 225-197-1 of the Commercial Code.
Traditional stock options: options to subscribe for or purchase shares (Articles L. 225-177 et seq. of the Commercial Code), usable outside the BSPCE eligibility conditions, with a separate tax regime.
Share options or SAR (Stock Appreciation Rights): Anglo-Saxon tools rarely suited to the French tax framework.

How to set up the plan

General meeting decision: an extraordinary general meeting (AGE) authorises the issue of the warrants (BSPCE or BSA) and sets their maximum number, the exercise price and the term.
Individual grant: decision of the board or the president, in line with the delegation received.
Vesting schedule: gradual vesting period (often 4 years with a 1-year cliff), exit conditions (good leaver / bad leaver).
Contractual documentation: grant letter setting out all the conditions, signed by the beneficiary.
Accounting and tax follow-up: appropriate accounting treatment, mandatory tax filings on exercise and on sale.

Pitfalls to avoid

Granting BSPCE to a non-employee advisor: tax recharacterisation and loss of the advantage.
Undervalued BSPCE strike price: where the company has increased its capital in the six months before the grant, the exercise price is at least equal to the issue price set at that time, less any discount; otherwise, the Article 163 bis G regime is jeopardised.
Undervalued BSA subscription price: same risk, closely scrutinised by the tax authorities in management packages.
Loss of eligibility: the holding of capital by individuals must be maintained continuously, not only on the grant date.
Overlooking the AGE procedure or the statutory auditors’ reports: irregular issue, exposed to an order to comply (injonction de faire) and to the tax regime being called into question.
Poorly calibrated vesting: a cliff that is too short may benefit a beneficiary who leaves quickly; vesting that is too long may be perceived as unfair.

The choice of tool depends on the beneficiary’s legal status and on the company’s eligibility. A wrong classification exposes you to tax reassessments and to the loss of the incentive. Every situation is different and calls for a case-by-case analysis.