2025 Reform — Finance Act 2025, Art. 92: For BSPCE exercised from 1 January 2025, the gain is restructured into two components: (1) an employment advantage (gain d'exercice) equal to the share value at exercise minus the exercise price, taxed at the time of disposal of the shares; and (2) a capital gain (gain net de cession) equal to the disposal price minus the share value at exercise, taxed under the ordinary securities capital gains regime. The tax rates (12.8% standard, 30% penalty) remain, but the €500,000 fixed abatement for retiring SME directors no longer applies to the employment advantage component — only to the capital gain. The old regime (single gain taxed at disposal) continues to apply to warrants exercised on or before 31 December 2024.
12.8%
Standard income tax rate on BSPCE gains where the beneficiary has been active in the company for at least 3 years at the date of disposal (plus 17.2% social charges — total 30%).
30%
Penalty income tax rate where the beneficiary has been active for less than 3 years at disposal. No progressive scale election; no €500k abatement on the employment advantage component.
15 yrs
Maximum age of the issuing company at the date of attribution, measured from RCS registration date to calendar day. The 15-year clock uses the age of the oldest entity in a restructuring.

What a BSPCE Is

A BSPCE is a subscription warrant — specifically a right to subscribe to new shares in the issuing company at a price fixed definitively at the date of attribution. Unlike stock options, which may involve purchasing existing treasury shares, BSPCE always result in the issuance of new shares at the time of exercise. The warrant price is locked at attribution and cannot be changed.

BSPCEs are attributed intuitu personae — they attach to the person of the beneficiary and are non-transferable. They do not constitute securities in their own right and cannot be pledged, sold, or assigned. The sole exception to non-transferability is death: the beneficiary's heirs may exercise the warrants within six months of the death (CGI Art. 163 bis G, II bis-2°).

BSPCEs must be registered in an account — either at the issuing company or at an authorised financial intermediary. No minimum holding period applies between attribution and exercise, or between exercise and disposal of the resulting shares. The only constraint is that exercise must occur within the timeframe set by the AGE: exercise outside that window disqualifies the gain from the BSPCE tax regime.

Eligible Companies

The BSPCE regime is reserved for a defined category of young growth companies. All conditions must be satisfied at the date of attribution of the warrants. Once a company fails to meet any condition, it permanently loses the right to issue new BSPCEs — but this has no retroactive effect on the tax treatment of warrants already validly attributed (BOI-RSA-ES-20-40-10 §§ 210–220).

Legal form

Only sociétés par actions may issue BSPCEs: SA, SAS, SCA, and European companies (SE). SARLs, SNCs, and SCSs are explicitly excluded. EU/EEA companies and companies established in states with which France has concluded an administrative assistance treaty against tax fraud and evasion may also issue BSPCEs, provided they present characteristics similar to the eligible French corporate forms and are subject to corporate income tax or an equivalent (CGI Art. 163 bis G, III bis). This eligibility for foreign companies applies to warrants attributed from 1 January 2020.

Market capitalisation: below €150 million

Listed companies (on any regulated or organised EEA financial market) may only issue BSPCEs if their market capitalisation is below €150 million at the attribution date. Unlisted companies are not subject to this threshold. Companies that cross the €150 million threshold may continue to issue BSPCEs for a further three years from that date, provided all other conditions remain met.

Where a parent company issues BSPCEs to employees of its subsidiaries, the capitalisation assessment aggregates the market capitalisation of the parent and all subsidiaries whose personnel received BSPCEs from the attributing company in the preceding twelve months.

Age: less than fifteen years old

The company must have been registered in the commercial register (RCS in France, or equivalent register abroad) for less than fifteen years at the attribution date, counted day-to-day. For companies formed through a concentration, restructuring, extension, or takeover of pre-existing activities, the fifteen-year clock runs from the registration date of the oldest company involved in the transaction.

Subject to corporate income tax

The company must be subject to French corporate income tax (or an equivalent tax for foreign companies), without being permanently fully or partially exempt by a specific provision. Companies with temporary exemptions — such as newly created businesses (CGI Art. 44 sexies), jeunes entreprises innovantes (CGI Art. 44 sexies-0 A), or companies in urban free zones (CGI Art. 44 octies A) — remain eligible.

At least 25% individual ownership

At least 25% of the company's capital must be held directly and continuously by natural persons. For this assessment, a legal entity counts toward the 25% threshold if it is itself held directly at least 75% by natural persons. Certain institutional investors — venture capital companies (SCR), regional development companies (SDR), FCPR, FCPI, FIP, professional private equity funds, and equivalent foreign structures — are excluded from the denominator of the ownership ratio.

Ownership Threshold: Worked Example

Company A has capital held as follows: 15% by two natural persons; 45% by a company that is itself 80% owned by legal entities (not by natural persons); 40% by a venture capital company (SCR) with no dependency link with Company A.

The SCR's 40% stake is neutralised (excluded from the denominator).
Effective capital to assess: 15% (natural persons) + 45% (corporate shareholder) = 60%
Natural persons' share of effective capital: 15/60 = 25% ✓
Company A meets the 25% individual ownership threshold and may issue BSPCEs.

Not created through concentration or restructuring — with exceptions

Companies formed through a concentration, restructuring, extension, or takeover of pre-existing activities are in principle ineligible. The exception is essaimage (employee spin-out), where former employees of a company incorporate a new entity to develop or take over one of its activities. A second exception applies where all companies involved in the restructuring themselves met all BSPCE eligibility conditions at the date of the transaction.

Eligible Beneficiaries

BSPCEs may be attributed to the following categories of persons of the issuing company or of qualifying subsidiaries (in which the issuing company holds at least 75% of capital or voting rights) (BOI-RSA-ES-20-40-10 §§ 230–270):

  • Employees (salariés) of the issuing company or a qualifying subsidiary
  • Directors subject to the salary tax regime: in an SA — the president of the board, chief executives (DG, DGD), and directoire members; in an SAS — the president, DG, and DGD; in an SCA — qualifying managers whose remuneration is taxed as salary income under CGI Art. 62
  • Members of supervisory bodies: board of directors members, supervisory board members, and — for SAS and qualifying foreign companies — members of any equivalent statutory body. This category was added by the PACTE Act of 22 May 2019 and applies to warrants attributed from 23 May 2019

There is no obligation to extend BSPCEs to all employees. Attribution is discretionary and selective. A beneficiary who leaves the company may generally continue to hold and exercise their warrants until the AGE-set deadline.

How BSPCEs Are Issued

AGE authorisation

BSPCEs must be authorised by an extraordinary general meeting (AGE) of shareholders, acting on the report of the board or directoire and a special report by the statutory auditors. The AGE must simultaneously authorise the corresponding capital increase and suppress shareholders' preferential subscription rights. Where BSPCEs are attributed to board or supervisory board members, those members may not participate in the authorising vote. The AGE must fix (or delegate) the exercise price, beneficiary list, and exercise window. The exercise window is mandatory — its absence means the warrants cannot benefit from the BSPCE fiscal and social regime.

The exercise price

The exercise price is fixed definitively at the date of attribution and cannot be modified. Where the company carried out a capital increase by issuing shares conferring equivalent rights within the six months preceding attribution, the exercise price must be at least equal to the issuance price of those shares, reduced only by a discount reflecting the economic loss in value since that issuance. This discount must be justified by any relevant evidence demonstrating the value decline.

Where the rights attached to BSPCE shares differ from those issued in the recent capital round (for instance, due to lock-up provisions or preferential liquidation clauses in a shareholders' agreement), an additional discount reflecting that rights differential may be applied. Once the exercise price is validly set at attribution, it remains compliant regardless of any higher price used in subsequent capital increases.

Fiscal Regime — Warrants Exercised on or Before 31 December 2024

For BSPCEs exercised on or before 31 December 2024, the entire net gain is calculated as the disposal price minus the exercise price and taxed in the year of disposal of the resulting shares. There is no split between an employment component and a capital gain component.

Tax rates

The applicable rate depends on how long the beneficiary has been active in the company (or in a qualifying subsidiary) at the date of disposal:

≥ 3 years' activity — Standard rate
Warrants attributed before 1 Jan 2018: 19% income tax
Warrants attributed from 1 Jan 2018: 12.8% income tax (or progressive scale on global election)
Social charges (all cases): 17.2% (revenue from assets basis)
€500k fixed abatement (retiring SME directors): Available for post-2018 warrants at the standard rate
< 3 years' activity — Penalty rate
All warrant dates: 30% income tax (mandatory flat rate)
Social charges: 17.2% (revenue from assets basis)
Progressive scale election: Not available
€500k fixed abatement: Not available

How the three-year threshold works

The threshold is measured at the date of disposal of the shares — not at the date of exercise. Activity periods in the issuing company and in its qualifying subsidiaries are aggregated. Multiple separate employment or mandate periods in the same entity are also cumulated. Five illustrative examples from the official doctrine (BOI-RSA-ES-20-40-30 § 70):

  • Activity in the issuing company 15 Jan N to 14 Jan N+3 → standard rate applicable from 15 Jan N+3
  • Activity 15 Jan N to 14 Jan N+2, then again 15 May N+2 to 14 May N+3 → cumulated periods meet the 3-year threshold from 15 May N+3
  • Employment 15 Jan N to 14 Jan N+2, then corporate officer role 15 May N+2 to 14 May N+3 → same cumulation, standard rate from 15 May N+3
  • Activity in a subsidiary 15 Jan N to 14 Jan N+2, then in the issuing company 15 Jan N+2 to 14 Jan N+3 → periods in both entities aggregate, standard rate from 15 Jan N+3
  • Activity in a subsidiary 15 Jan N to 14 Jan N+2, then as corporate officer of the issuing company 15 Feb N+2 to 14 Feb N+3 → aggregate, standard rate from 15 Feb N+3
Planning Point: The Three-Year Threshold

Because the threshold is measured at disposal, a beneficiary approaching the three-year mark can defer the sale of their shares until the standard rate becomes available. For a beneficiary with a €500,000 gain who has been active for 2 years and 10 months, waiting 2 months saves: (30% − 12.8%) × €500,000 = €86,000 in income tax. The saving is subject to the risk that the share price falls in the interim — a calculation each holder must make for themselves.

Fiscal Regime — Warrants Exercised from 1 January 2025

The Finance Act 2025 (Art. 92, Loi n° 2025-127 du 14 février 2025) restructures the BSPCE gain for warrants exercised from 1 January 2025. The gain is now split into two distinct components with separate taxable events and separate tax treatments (BOI-RSA-ES-20-40-40).

Component 1 — The employment advantage (avantage salarial / gain d'exercice)

The employment advantage equals the value of the shares at the date of exercise minus the exercise price (the price fixed at attribution). For listed shares, the value at exercise is the first quoted price on the trading day of exercise. For unlisted shares, valuation uses the multicriteria method — taking into account the company's net book value, profitability, and business prospects.

The employment advantage is taxed not at the time of exercise, but at the time of disposal of the shares (whether by sale, gift, conversion, or other transfer). In a qualifying share exchange (public offer, merger, demerger, split, or grouping, conducted without cash consideration) the tax is deferred to the year of disposal of the received shares.

Tax rates on the employment advantage:

  • Standard rate (≥3 years' activity at disposal): 12.8% income tax, or — on option — ordinary salary income taxation at the progressive scale with the 10% professional expense deduction. The €500,000 fixed abatement for retiring SME directors does not apply to the employment advantage component.
  • Penalty rate (<3 years' activity): 30% flat rate, mandatory. No progressive scale election, no €500k abatement.

Social charges at 17.2% on the revenue-from-assets basis apply to the employment advantage regardless of the income tax treatment selected.

Component 2 — The capital gain (gain net de cession)

The capital gain equals the disposal price of the shares minus their value at the date of exercise. This component is taxed under the standard securities capital gains regime (CGI Art. 150-0 A) — PFU 12.8% or, on global election, the progressive scale. It benefits from the full range of capital gains tools: the €500,000 fixed abatement for retiring SME directors (CGI Art. 150-0 D ter), and — where the conditions are met — the sursis and report d'imposition mechanisms (CGI Art. 150-0 B and 150-0 B ter).

Component Amount Taxable event Rate (≥3 yrs activity) Rate (<3 yrs activity) Social charges
Employment advantage (gain d'exercice) Share value at exercise − exercise price Disposal of shares 12.8% (or salary scale on option; no €500k abatement) 30% (mandatory; no election) 17.2% (revenue from assets)
Capital gain (gain net de cession) Disposal price − share value at exercise Disposal of shares PFU 12.8% or progressive scale; €500k abatement available PFU 12.8% or progressive scale; €500k abatement available 17.2% (revenue from assets)
2025 Regime: Worked Example

BSPCE attributed 1 March 2023. Exercise price: €10 per share. Exercised 1 June 2025 when shares are worth €40. Sold 1 September 2026 at €55. Beneficiary has been active in the company for 3 years and 6 months at the date of disposal.

Employment advantage: €40 (value at exercise) − €10 (exercise price) = €30/share
Taxed at disposal in September 2026: 12.8% income tax + 17.2% social charges = 30% × €30 = €9/share

Capital gain: €55 (disposal price) − €40 (value at exercise) = €15/share
Taxed at disposal: PFU 12.8% + 17.2% social charges = 30% × €15 = €4.50/share

Total tax per share: €13.50 — the benefit of the split emerges where the progressive scale election is advantageous for either component independently, or where the €500k abatement on the capital gain applies to a retiring SME director.

International Mobility

When a BSPCE beneficiary has worked in more than one country during the relevant period, the employment advantage component is treated, under the OECD model convention, as employment income under Article 15, taxable in the state where the relevant activity was performed. The capital gain component falls under Article 13 (capital gains) or Article 21 (other income), taxable in the state of residence (BOI-RSA-ES-20-40-30 §§ 80–110).

The reference period for apportioning the employment advantage between states runs from the attribution date to the date on which the beneficiary definitively acquires the right to exercise the warrant — i.e. when all vesting conditions are met. Two examples from the official doctrine:

  • BSPCE attributed 1 January N, exercisable only when the beneficiary achieves €500,000 revenue, which occurs 1 January N+2 (with a 10-year exercise window): the beneficiary definitively acquires the right on 1 January N+2 — the reference period is 1 January N to 1 January N+2.
  • BSPCE attributed 1 January N, exercisable only from 1 January N+2, with no performance condition: the beneficiary owns the right unconditionally at attribution — the reference period is 1 January N only (attribution date).

The apportionment uses a 365-day calendar basis (including non-working days), measured from the effective date of posting in each state. The residence taken into account for treaty purposes is the beneficiary's fiscal residence at the taxable event — the date of disposal of the shares.

Social Charges and Payroll Taxes

BSPCE gains (both components under the new regime, and the single gain under the old regime) are subject to social charges at 17.2% as revenue from assets. This applies from the first euro, with no minimum threshold. The €500,000 fixed abatement for retiring SME directors, where applicable, reduces only the income tax base — social charges are always due on the full net gain.

BSPCE gains are not included in the base for social security contributions under CSS Art. L 242-1, nor in the base for the general social contribution (CSG) on employment income under CSS Art. L 136-1. Consequently, they are not subject to payroll-related taxes whose base is aligned with social security contributions (e.g. participation à l'effort de construction) or with employment CSG (e.g. taxe sur les salaires).

Declaration Obligations

The following declaration obligations are set out in CGI Annex III, Art. 41 V bis, as implemented by Décret 2012-131 of 30 January 2012 (BOI-RSA-ES-20-40-30 §§ 140–230).

Obligations of the issuing company

  • Towards the beneficiary: By 1 March of the year following exercise, the company must issue an individual statement (état individuel) setting out the CGI Art. 163 bis G reference; the company's identity; the beneficiary's identity; the date, number, and acquisition price of the subscribed shares; the French-source fraction of the exercise-date gain; and the beneficiary's activity start date. The company must certify that all eligibility conditions were met at the date of issue.
  • Towards the tax authorities: The issuing company transmits the same information via the annual salary declaration (DADS) or the déclaration sociale nominative (DSN) for the year of share subscription.
  • Towards the account-holding institution: Where the shares are held in a securities account not managed by the company, the company communicates a copy of the individual statement to the account holder, enabling it to manage the withholding tax obligations applicable under CGI Art. 182 A ter for non-resident beneficiaries.

Obligations of the beneficiary

  • Year of exercise: The beneficiary is not required to attach the individual statement to their income tax return for the year of exercise. They must retain it until expiry of the tax audit limitation period and produce it on the tax authorities' request.
  • Year of disposal: The beneficiary reports the net gain (old regime) or the employment advantage and capital gain (new 2025 regime) on their supplementary income tax return (Form 2042-C) for the year of disposal, filed simultaneously with their main return.

Failure by the company to meet its declaration obligations is sanctioned by the fiscal penalties under CGI Art. 1729 B. Beneficiaries who fail to file are subject to the same penalty.

Key Points: BSPCE in France
BSPCEs are non-transferable subscription warrants entitling the holder to subscribe to new shares at a price fixed at attribution. Non-transferable and personal to the beneficiary. Heirs may exercise within 6 months of the holder's death. Exercise must occur within the AGE-set window.
Eligible companies (CGI Art. 163 bis G): SA, SAS, SCA, SE only; less than 15 years from RCS registration (oldest entity in a restructuring); market cap below €150m for listed companies (3-year grace after crossing); subject to IS or equivalent (temporary exemptions OK; permanent exemptions disqualify); at least 25% of capital held by natural persons (institutional VC investors excluded from denominator); not created through concentration/restructuring (exceptions: essaimage; full restructuring where all parties meet conditions). All conditions at date of attribution; breach has no retroactive effect.
Eligible beneficiaries: employees; directors subject to salary tax regime (SA: president, DG, DGD, directoire; SAS: president, DG, DGD; SCA: qualifying managers); board/supervisory board members and equivalent SAS statutory body members (from 23 May 2019 per PACTE Act). No obligation to extend to all employees.
Exercise price: fixed definitively at attribution; cannot be changed. If a capital round with equivalent-rights shares occurred within the 6 preceding months: exercise price ≥ issuance price minus a justified decline discount. Additional discount where BSPCE share rights differ from capital round shares (even contractual provisions such as lock-up or preferential liquidation clauses). Once validly set, compliant regardless of subsequent rounds.
Old regime (exercised ≤ 31 Dec 2024): single gain = disposal price − exercise price. Standard rate (≥3 yrs activity): 19% for pre-2018 warrants; 12.8% or progressive scale for post-2018 warrants; €500k abatement available at standard rate for post-2018 warrants. Penalty rate (<3 yrs): 30% mandatory; no progressive scale; no €500k abatement. Social charges: 17.2% in all cases.
New regime (exercised ≥ 1 Jan 2025, Finance Act 2025 Art. 92): two components. (1) Employment advantage = share value at exercise − exercise price; taxed at disposal; 12.8% or salary scale on option at standard rate; 30% at penalty rate; no €500k abatement; 17.2% social charges. (2) Capital gain = disposal price − share value at exercise; ordinary securities capital gains (Art. 150-0 A); €500k abatement and sursis/report d'imposition available. In qualifying share exchange: tax deferred to disposal of received shares.
Three-year activity threshold: measured at disposal date; aggregates all periods of activity (employment and mandate) in the issuing company and its qualifying subsidiaries; separate contracts or mandates cumulated. Planning: deferring disposal until the threshold is crossed saves 17.2 percentage points of income tax (difference between 30% and 12.8%).
International mobility: employment advantage = employment income under OECD model Art. 15 (source: state where activity performed); capital gain = capital gain under Art. 13 or Art. 21 (taxable in state of residence at disposal). Reference period: from attribution date to date beneficiary definitively acquires right to exercise (when all vesting conditions met). If no vesting condition: reference period is attribution date alone. Apportionment on 365-day calendar basis.
Social charges: 17.2% in all cases; revenue-from-assets basis; from first euro. Not subject to social security contributions (CSS Art. L 242-1) or to employment CSG (CSS Art. L 136-1). Not included in the base for payroll taxes (taxe sur les salaires, participation à l'effort de construction).
Declaration: company delivers état individuel to beneficiary by 1 March following exercise; transmits data via DADS/DSN; where shares held at a third-party institution, transmits a copy to that institution. Beneficiary files Form 2042-C in the year of disposal. Penalties under CGI Art. 1729 B for non-compliance.
Questions About BSPCE Plans?

Whether you are a startup founder designing an equity incentive plan, an employee evaluating a BSPCE offer, or an internationally mobile beneficiary assessing the cross-border tax split, our guides cover the complete French framework for startup equity compensation.

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This article is based on the official administrative doctrine published by the Direction générale des finances publiques in the Bulletin Officiel des Finances Publiques (BOFiP), specifically BOI-RSA-ES-20-40-10, BOI-RSA-ES-20-40-20, BOI-RSA-ES-20-40-30, and BOI-RSA-ES-20-40-40, as updated on 12 August 2025. It reflects the 2025 Finance Act reform (Loi n° 2025-127 du 14 février 2025, Art. 92). Free shares (actions gratuites) and stock options follow different rules covered in separate articles. This article is for informational purposes only and does not constitute tax advice. Readers should consult a qualified French tax adviser for their specific situation.