1: Definition of taxable income

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Article 80 bis

French General Tax CodeIn force
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Updated 8 Nov 2023

I. The benefit corresponding to the difference between the actual value of the share on the date of exercise of an option granted under the conditions provided for in Articles L. 225-177 to L. 225-186 of the French Commercial Code, and the subscription or purchase price of this share is taxed as salary and wages.

II. When the purchase price of the shares offered under the conditions provided for in I is less than 95% of the average of the prices or the average purchase price respectively referred to in the articles L. 225-177 and L. 225-179 of the French Commercial Code, the difference is taxed as salary and wages for the year in which the option is exercised.

II bis -The benefit defined in I, where applicable reduced by the difference mentioned in II, is taxed in respect of the year in which the corresponding securities are disposed of, sold, converted to bearer form or leased.

In the event of a cashless exchange of shares resulting from a public offer, merger, demerger, split or reverse split carried out in accordance with the regulations in force or the contribution to a company created under the conditions provided for in Article 220 nonies, the tax is due in respect of the year in which the shares received in exchange are disposed of, sold, converted to bearer form or leased.

III. The provisions of I to IIa apply when the option is granted, under the same conditions, by a company whose registered office is located abroad and which is the parent or subsidiary of the company in which the beneficiary carries on business.

The reporting obligations then fall to the French subsidiary or parent company.

IV.-The net gain, equal to the difference between the sale price and the subscription or purchase price of the shares, increased, where applicable, by the benefit defined in I, is taxed under the conditions provided for in article 150-0 A.

If the shares are sold for less than their real value on the date the option is exercised, the capital loss is deductible from the gross amount of the benefit referred to in I and up to that amount.

Mariela Petrova

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Working with a corporate lawyer in France — Q&A

Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

Yes — most of our clients are foreign suppliers, investors or holding entities. We bridge the gap between French law and your home jurisdiction's expectations and deliver everything bilingually.

The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.

Yes — communications with a French avocat are protected by the secret professionnel (Article 66-5 of the Law of 31 December 1971). This protection is broader than the common-law attorney-client privilege and applies to written and oral exchanges.

We work on fixed fees for clearly scoped engagements (incorporation, contract drafting, audits) and on monthly retainers for ongoing advisory. Hourly billing is the exception, not the default. You always know the cost before work starts.

Typical timeline is 2–3 weeks from KYC kick-off to RCS registration, assuming standard documentation. Holding-company structures, foreign-shareholder identification or in-kind contributions can extend this — we flag the gating items at the first meeting.

Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.

Mariela Petrova

Mariela Petrova

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