BSPCE lawyer in France: conditions, tax regime and implementation

BSPCEs (bons de souscription de parts de créateur d’entreprise, French start-up share warrants) give your key employees a share in the value the company creates. They confer the right to subscribe for shares at a price set in advance. The regime, laid down in Article 163 bis G of the French Tax Code (Code général des impôts), reserves this tool for eligible companies and offers a specific tax framework. Our firm structures and documents these plans to secure their effectiveness. Every situation is different and calls for an analysis tailored to your company.

What is a BSPCE in France?

A right to subscribe for shares

A BSPCE is not a share. It is a right to subscribe for shares at a later date, at a price and on terms set at the time of the grant. The beneficiary exercises this right if it is worthwhile, once the value of the share exceeds the exercise price. The warrant remains attached to the beneficiary personally. It aims to retain employees and to align their interests with the company’s success.

The grant does not trigger any immediate taxation. Taxation occurs later, on the sale of the shares obtained on exercise. This timing gap is one of the advantages of the scheme. It spares the beneficiary from paying tax before receiving a real, liquid gain.

The grant decision

Granting BSPCEs requires a decision of the extraordinary general meeting. The meeting sets the exercise price and the period during which the warrants may be exercised. It may delegate the setting of the price and of the list of beneficiaries to the board of directors or the management board. The law regulates this price: if the company increased its share capital in the six months before the grant, the price must be at least equal to the issue price set at that time, reduced where applicable by a discount reflecting the loss of economic value of the share. A wrongly set price weakens the regime.

Company eligibility conditions

The criteria of Article 163 bis G of the French Tax Code

Article 163 bis G of the French Tax Code strictly governs eligibility. The company must be a joint-stock company subject to corporate income tax. It must have been registered with the Trade and Companies Register (RCS) for less than fifteen years on the date the warrants are granted. According to the tax authorities’ guidelines, this period is counted from date to date. Nor must the company have been created as part of a merger, restructuring, extension or takeover of pre-existing activities, subject to the exceptions provided by law.

The company must be unlisted or, if its shares are admitted to trading on a market, have a market capitalisation of less than €150 million. A company that crosses this threshold may continue to grant BSPCEs for the three years after exceeding it, provided it meets the other conditions. In addition, at least 15% of the share capital must be held by individuals, under the conditions detailed below. These conditions must be checked carefully before any plan.

Shareholding by individuals

The law also regulates the shareholding structure. At least 15% of the share capital must be held directly and continuously by individuals, or by legal entities that are themselves at least 75% held by individuals. Subject to conditions, holdings of certain venture capital funds and companies are disregarded in this calculation. This requirement aims to reserve the benefit for genuine young companies. The criterion is assessed continuously, not only on the date of the grant. A non-compliant shareholding deprives the scheme of its favourable regime. Mapping the share capital is therefore an essential preliminary step.

How BSPCEs are taxed in France

The gain from BSPCEs has two components, both taxed in the year the shares are sold. The exercise gain, equal to the difference between the value of the shares on the day of exercise and the exercise price, is taxed at the flat rate of 12.8% or, by election, under the rules for employment income. The capital gain made above the value at exercise falls under the capital gains regime of Article 150-0 A of the French Tax Code. These rules, introduced by Law No. 2026-103 of 19 February 2026, apply to warrants granted since 1 January 2026. The gain is also subject to the applicable social levies.

The exercise gain is taxed at 30% where the beneficiary has worked in the company for less than three years on the date of the sale. Compliance with the conditions of Article 163 bis G determines whether this regime applies. A breach deprives the beneficiary of the favourable BSPCE regime. Plan documentation and compliance with the eligibility criteria are therefore essential. Our incentives lawyer page places the BSPCE among the other tools available.

Points to watch

Several points call for particular attention. The exercise price must comply with the rules of Article 163 bis G to preserve the regime. The vesting schedule, or gradual acquisition of rights, must be clearly documented. Ambiguous vesting creates disputes when an employee leaves. Exit terms, such as what happens to unexercised warrants when the beneficiary leaves, must be provided for in advance.

Administrative follow-up completes the set-up. The warrant register, exercises of rights and departures must be recorded rigorously. Loose management weakens the scheme during an audit or a sale transaction. Our team secures the plan over time. It helps you reconcile the attractiveness of the plan with legal soundness. Every situation is different.

How we assist you

Our firm structures your BSPCE plan from start to finish. We check the company’s eligibility under Article 163 bis G of the French Tax Code. We determine the number of warrants, the exercise price and the vesting schedule. We draft the grant resolution, the plan rules and the individual agreements. We secure the tax and social security treatment of the gain. Finally, we assist with the day-to-day management of the scheme, from exercises of rights to beneficiaries’ departures. We tailor each plan to your company’s maturity and your retention objectives. Our BSA-AIR page presents a complementary tool for seed funding.

FAQ

What is a BSPCE?
It is a French start-up share warrant (bon de souscription de parts de créateur d’entreprise). It confers the right to subscribe for shares at a price set on grant, under the conditions of Article 163 bis G of the French Tax Code.

Which companies can grant BSPCEs?
Joint-stock companies subject to corporate income tax, registered for less than fifteen years, unlisted or with a market capitalisation below €150 million, and with at least 15% of their share capital held by individuals, under the conditions laid down by law.

When is a BSPCE taxed?
Taxation occurs in the year the shares obtained on exercise are sold, not on grant or on exercise. The exercise gain is taxed at the flat rate of 12.8% (30% if the beneficiary has been with the company for less than three years), unless the beneficiary elects for taxation as employment income; the surplus falls under capital gains.

What is the risk if a plan is poorly structured?
An exercise price set in breach of Article 163 bis G, or failure to meet the eligibility conditions, deprives the beneficiary of the favourable BSPCE regime.

Official sources

• Article 163 bis G of the French Tax Code (BSPCE, French start-up share warrants: eligibility conditions and regime) – Légifrance (in French)
• BOFiP-Impôts, BOI-RSA-ES-20-40-10, BSPCE, scope – bofip.impots.gouv.fr (in French)

Every situation is different: the information on this page is general and does not replace legal advice tailored to your case. The firm makes no promise of outcome; it commits to the means it deploys.