BSPCE (bons de souscription de parts de créateur d’entreprise) are the standard form of startup equity in France. They are warrants that give you the right to buy shares in your employer at a price fixed on the day they are granted. If the company’s value rises, you buy at the old price and keep the difference. For shares you buy from 1 January 2025, the gain at exercise is taxed at a flat 12.8% when you sell, if you have worked for the company for at least 3 years by then, or 30% if you haven’t, plus social contributions. Any further gain after exercise is taxed as an ordinary capital gain.
This guide explains how BSPCE work, which companies can grant them, how they are taxed after the 2025 and 2026 finance laws, and what to ask before you accept an offer that includes them. Tax facts come from the official tax doctrine (BOFiP), impots.gouv.fr and Service-Public, checked in October 2026.
BSPCE: what they are
A BSPCE is not a share. It is a personal right to subscribe to shares later:
- Personal and non-transferable. BSPCE are granted to you by name and can’t be sold or given to someone else (BOFiP). If the holder dies, the heirs have 6 months to exercise them.
- Price fixed at grant. The shareholders’ meeting (or the board, if it has been given the power) sets the price you will pay per share on the day the BSPCE are granted. That is your exercise price (prix d’acquisition, often called strike price).
- Price floor after a funding round. If the company raised capital in the 6 months before the grant, the exercise price can’t be lower than the price investors paid in that round, minus a discount only where the shares carry fewer rights or the company has lost value since (BOFiP).
- Exercise period set by the company. The shareholders’ meeting must set a period during which you can exercise. Your plan document (règlement de plan) tells you how long you have.
BSPCE c’est quoi, in one example
You join a startup and receive 1,000 BSPCE with an exercise price of €1 per share. Three years later the company is worth more and each share is valued at €5. You exercise: you pay €1,000 and receive 1,000 shares worth €5,000. A year later the company is acquired at €12 a share, and you sell for €12,000.
- Your gain at exercise is €5,000 minus €1,000 = €4,000.
- Your gain on sale is €12,000 minus €5,000 = €7,000.
The two gains are taxed differently. The tax section below works through this example.
Vesting
French law doesn’t impose a vesting schedule. Startups usually add one in the plan rules: a common pattern is 4 years with a 1-year cliff, but this is a company choice, not a legal rule. Read your plan for the vesting schedule, what happens to unvested BSPCE when you leave, and how long you have to exercise vested ones after leaving. Those three points matter more than the number of BSPCE.
Which companies can grant BSPCE
Only some companies qualify. The conditions are in article 163 bis G of the General Tax Code, as described in the BOFiP:
| Condition | Rule |
|---|---|
| Legal form | A company with shares: SA, SAS, SCA or European company. SARLs can’t grant BSPCE. |
| Age | Registered for less than 15 years on the grant date. |
| Size if listed | Market value under €150 million (unlisted companies have no size cap). A company that crosses €150 million can keep granting for 3 more years. |
| Corporate tax | Liable to French corporate tax (or an equivalent tax for EU and treaty-country companies). |
| Ownership | At least 15% of the capital held directly by individuals (25% before 2026). Shares held by venture capital funds are left out of the calculation. |
| Origin | Not created through a merger, restructuring or takeover of an existing business, with limited exceptions. |
Since 2020, companies based in another EU country or in a country with a tax treaty that includes administrative assistance can also grant BSPCE on the same conditions.
Who can receive them
Employees, executives taxed as employees, and board members of the issuing company. Since 1 January 2026, staff of subsidiaries at least 75% owned by the issuer, and of sub-subsidiaries owned at least 75% through those subsidiaries, can also receive them (BOFiP). Freelancers and contractors can’t.
BSPCE taxation (fiscalité) for shares bought from 2025
The 2025 finance law split the BSPCE gain into two parts for shares subscribed from 1 January 2025 (BOFiP news, 2025). The full rules are in BOI-RSA-ES-20-40-40.
1. The gain at exercise (avantage salarial)
This is the value of the shares on the day you exercise minus your exercise price.
- When it is taxed: not when you exercise, but when you sell (or otherwise dispose of) the shares. Exercising alone triggers no income tax.
- Rate if you have worked there at least 3 years on the sale date: 12.8%, or, if you choose, the progressive income tax scale as salary (after the 10% deduction for professional costs). You make that choice on form 2042-C.
- Rate if you have worked there less than 3 years on the sale date: 30%, with no option for the progressive scale.
- Social contributions: in every case, the gain is also subject to the social contributions on investment income (prélèvements sociaux). For 2026 income the general rate is 18.6% (CSG 10.6%, CRDS 0.5%, solidarity levy 7.5%) (Service-Public).
The 3 years are counted from date to date and can add up separate periods as an employee or executive. For BSPCE granted from 2026, time spent in an eligible subsidiary or sub-subsidiary also counts. The 3-year test is applied on the sale date, not the grant or exercise date. The BOFiP gives worked examples.
2. The gain on sale (plus-value)
This is the sale price minus the share value on the exercise date. It is taxed like any capital gain on securities: by default the flat tax of 12.8% income tax plus 18.6% social contributions, 31.4% in total, or the progressive scale if you tick box 2OP for all your investment income that year (impots.gouv.fr). If the sale price is lower than the value at exercise, you have a capital loss instead.
The example, taxed
Using the example above (gain at exercise €4,000, gain on sale €7,000), with 2026 rates and the default flat options:
| Worked 3 years or more at sale | Worked less than 3 years at sale | |
|---|---|---|
| Gain at exercise: income tax | €4,000 × 12.8% = €512 | €4,000 × 30% = €1,200 |
| Gain at exercise: social contributions | €4,000 × 18.6% = €744 | €4,000 × 18.6% = €744 |
| Gain on sale: flat tax | €7,000 × 31.4% = €2,198 | €7,000 × 31.4% = €2,198 |
| Total tax | €3,454 | €4,142 |
This is a simplified illustration. Your real tax depends on the year of sale, any option you choose, and the rest of your income.
Shares bought before 2025
For shares subscribed between 1 January 2018 and 31 December 2024, the older rule applies: the whole gain (sale price minus exercise price) is taxed at 12.8%, or the progressive scale by global option, and at 30% if you had worked for the company less than 3 years on the sale date (impots.gouv.fr). Social contributions apply too.
If you move country
Special rules apply if you were granted BSPCE in France and later move abroad, or the reverse. The BOFiP covers this in a separate section on international mobility. Get advice before you exercise or sell if you have changed tax residence since the grant.
BSPCE vs stock options and free shares
Larger or foreign-owned companies often offer other kinds of equity. The tax treatment is different (impots.gouv.fr):
| Plan | Usual employer | How the gain is taxed (simplified) |
|---|---|---|
| BSPCE | French startups under 15 years old | 12.8% or 30% on the gain at exercise when you sell, plus social contributions; capital gains rules after that |
| Stock options (options sur titres), granted since 28 September 2012 | Listed or larger companies | Gain at exercise taxed as salary on the progressive scale, plus CSG, CRDS and a 10% employee contribution; later gain taxed as a capital gain |
| Free shares (actions gratuites), authorised since 1 January 2018 | Listed companies, scale-ups | Gain at vesting up to €300,000 taxed on the progressive scale with a 50% allowance, plus 18.6% social contributions; above €300,000 taxed as salary |
US-style RSUs granted by a foreign parent company may qualify as French free shares or may be taxed as salary, depending on the plan. Ask HR whether the plan is “qualified” in France.
If your salary already puts you in the 30% or 41% income tax band, a flat 12.8% on BSPCE held for 3 years is lighter than having the same gain taxed as salary.
Questions to ask before you accept BSPCE
Equity only has value if you understand it. Ask the company:
- How many BSPCE, and what percentage of the fully diluted capital is that? A number of warrants means little without the total.
- What is the exercise price, and what was the price per share in the last funding round?
- What is the vesting schedule and cliff?
- What happens when I leave? How long can you exercise vested BSPCE after you leave, and do good-leaver and bad-leaver rules apply?
- What happens if the company is sold? Is there acceleration of vesting?
- Do investors have liquidation preferences? In a modest sale, investors with preferences are paid first, and ordinary shares (what you would get) may be worth much less than the headline price.
- Is there any way to sell before an exit, such as secondary sales organised by the company?
Then value the offer conservatively. Many startups never reach an exit at a higher price, so treat BSPCE as a possible bonus on top of a salary you’re happy with, not as part of it. Use our salary after tax calculator to compare the cash part of offers.
Finding startups that offer BSPCE
On France Dev Jobs on 16 October 2026, a search for BSPCE returned 34 job ads. You can browse jobs in Paris and the companies hiring on the board to see which startups are recruiting. When an ad says “equity” or “BSPCE” without numbers, ask for them in the first interview; see our guide to CVs, cover letters and tech interviews in France for how offers are usually discussed. For your salary and income tax in general, read our tax basics guide and the software engineer salaries guide.
Frequently asked questions
What does BSPCE mean?
Bons de souscription de parts de créateur d’entreprise, roughly “company founder share subscription warrants”. They are warrants that let employees of young French companies buy shares later at a price fixed today.
How are BSPCE taxed in France?
For shares bought from 2025, the gain at exercise is taxed when you sell the shares: 12.8% if you have worked for the company at least 3 years on the sale date (or the progressive scale on option), 30% otherwise, plus 18.6% social contributions on 2026 income. Any gain after exercise is taxed as a capital gain, by default at 31.4%.
Do I pay tax when I exercise my BSPCE?
No income tax is due at exercise. The gain at exercise is calculated on the exercise date but taxed in the year you sell or dispose of the shares. You do have to pay the exercise price in cash when you exercise.
What happens to my BSPCE if I leave the company?
It depends on the plan rules. Unvested BSPCE are usually lost. Vested ones can typically be exercised within a period set by the plan. Check the leaver clauses before you sign. Leaving also matters for tax: if you sell before you reach 3 years at the company, the 30% rate applies.
What is the difference between BSPCE and stock options?
Both let you buy shares at a set price. BSPCE are reserved for companies under 15 years old that meet other conditions, and their gain at exercise is taxed at a flat 12.8% or 30%. Stock options can be granted by any company with shares, and their gain at exercise is taxed as salary on the progressive scale with extra contributions.
Can a foreign company give me BSPCE?
Yes, if it is based in the EU or in a country that has a tax treaty with France including administrative assistance, and it meets the same conditions as a French company. Many companies with a foreign parent use stock options or RSUs instead.
This guide is general information, not tax or legal advice. BSPCE rules have changed in each of the last two finance laws. Check the official pages linked above, read your plan rules, and ask a tax adviser before you exercise or sell.