BSPCE explained: French startup stock options and their taxation

What a BSPCE is, which French startups can issue it, how the exercise and sale gains are taxed as of October 2026, and what changes if you leave.

A BSPCE (bon de souscription de parts de créateur d'entreprise) is a French warrant that lets employees and certain officers of a young company buy its shares at a price fixed on the grant date. As of October 2026, the gain is split in two for tax: the "exercise gain" is taxed at a 12.8% income-tax rate (30% if you have under three years of service), and the later "sale gain" follows ordinary capital-gains rules, with social levies added on top. This is general information, not tax advice.

What a BSPCE is

A BSPCE is a warrant, not a share. The company grants it for free, with an exercise price fixed at the outset. After any vesting period set in the plan, the holder can exercise it and subscribe to new shares at that price. If the shares are worth more at that moment, the difference is a gain.

It is the French counterpart of the stock option plans common in other countries, but the tax treatment is specific to article 163 bis G of the French tax code (CGI). For anyone joining a French startup from abroad, that article is the document to know.

Which companies can issue BSPCE

Not every company can. The main conditions in article 163 bis G, as summarised by law firms, are:

• The company is young: the age limit stays at 15 years, and a proposed increase to 20 years was not kept in the 2026 Finance Act, according to Gide.
• It is either unlisted or, if listed, has a market capitalisation below €150 million.
• Individuals (or holding companies at least 75% owned by individuals) hold a minimum share of its capital. For BSPCE granted from 1 January 2026 the threshold fell from 25% to 15%, per CMS.
• Since 1 January 2026, employees and officers of sub-subsidiaries held at least 75% can also receive BSPCE; the market-cap test is now assessed across the whole group.

The statute contains further conditions (for example on the company's tax status). Check the current text of the article or ask a French adviser before relying on a summary.

Who can receive them

BSPCE go to employees and to company officers who fall under the employee tax regime, in the issuer or in an eligible subsidiary. Consultants and outside advisers generally cannot receive them; they are usually given other instruments such as BSA warrants. Your length of activity, counted across the issuer and eligible subsidiaries, decides which tax rate applies later.

How BSPCE gains are taxed (shares subscribed from 2025)

The 2025 Finance Act (article 92 of law no. 2025-127) rewrote the regime for shares subscribed from 1 January 2025. The tax administration's commentary of 12 August 2025 splits the gain into two parts.

1. The exercise gain

This is the value of the shares on the exercise date minus the exercise price. It is taxed:

• at a flat 12.8% income-tax rate, or at your option under the progressive scale, if you have at least three years of activity at the time of sale;
• at a flat 30% if you have under three years, without the option for the progressive scale.

The tax is due in the year you sell the shares, not when you exercise, and there is no deferral for this part, according to CMS's analysis. If the shares are swapped without cash in a merger or public offer, the tax moves to the year the new shares are sold.

2. The sale gain

This is the sale price minus the share value on the exercise date. It follows the normal capital-gains rules of article 150-0 A CGI, so the usual flat tax or progressive-scale option applies, and deferral mechanisms may be available. In a typical exit, where you exercise just before a buyout, this part is often close to zero.

Social levies

Social levies come on top of the income-tax rates above. CMS gave totals of 30% and 47.2%, which assume 17.2% levies. LégiFiscal reports that the 2026 social security law raised the capital-income levies to 18.6%, which would put the total on a 12.8% gain at 31.4%. We could not confirm that figure from an official text, so check the current rate for the year your gain is taxed.

Shares subscribed before 2025

Shares subscribed before 1 January 2025 stay under the earlier rules, set out in a separate BOFiP document (BOI-RSA-ES-20-40-30). If you exercised years ago and still hold the shares, do not assume the rules above apply.

If you leave the company or France

Vesting rules are in your plan and BSPCE agreement; unvested warrants usually lapse on departure, but the terms vary by company. Check the exercise window after you leave.

If you are not tax-resident in France when the exercise gain becomes taxable, CMS notes it is subject to French withholding tax (article 182 A ter CGI), at 12.8% or 30% depending on seniority, and the withholding is final for income tax. A tax treaty with your new country may also matter.

Separately, the French exit tax (article 167 bis CGI) targets unrealised gains on securities of people leaving France who hold large portfolios or stakes. Whether shares from BSPCE enter the base depends on the facts, and the rules are technical. The official filing form is 2074-ETD; get advice before moving.

BSPCE compared with other equity tools

• Stock options: the closest equivalent, available to any company, but with a different tax regime and no age limit. BSPCE are restricted to young companies.
• BSA: warrants for investors, advisers, directors and other non-employees, bought at a price rather than granted free.
• AGA (free shares): shares granted for free after a vesting period, with their own tax treatment; the recipient does not pay an exercise price.
• RSUs: common at foreign groups; they are usually not the instrument of a French startup, and French residents holding them follow their own rules.

For another national startup regime, see our Spain Startup Law explainer.

Moving to France to join a startup

If you need a residence permit first, the French Tech Visa is covered in our comparison of European startup visas. More coverage sits in Startups and Founders.

Frequently asked questions

What does BSPCE stand for?

It stands for bons de souscription de parts de créateur d'entreprise, a French warrant that gives employees and officers the right to buy company shares at a fixed price.

How are BSPCE taxed in France?

As of October 2026, for shares subscribed since 2025, the exercise gain is taxed at 12.8% (30% under three years of service) when you sell, and the sale gain follows capital-gains rules, plus social levies.

Is a BSPCE the same as a stock option?

No. Both give the right to buy shares at a fixed price, but BSPCE can only be issued by young companies that meet the conditions of article 163 bis G and have their own tax regime in article 163 bis G.

Can I keep my BSPCE if I leave the company?

That depends on your plan and BSPCE agreement. Many plans let vested warrants be exercised within a limited window after departure, while unvested ones lapse.

Do BSPCE trigger the exit tax?

It depends on the specific shares and your total holdings. The exit tax applies to unrealised gains on large portfolios or stakes when you leave France, so check with an adviser before you move.