Eligibility check
Verification of the issuing company's conditions (form, age, activity, ownership of the capital, not listed). A single missing condition invalidates the favorable tax regime.
→ Corporate · Sub-expertise
BSPCE (bons de souscription de parts de créateur d'entreprise, founders' share subscription warrants) are the go-to instrument for giving employees and executives of young companies an equity interest, with one of the most advantageous tax regimes under French law. We structure robust BSPCE plans that comply with the strict eligibility conditions and that fit the company's retention and fundraising strategy.
→ What we cover
Verification of the issuing company's conditions (form, age, activity, ownership of the capital, not listed). A single missing condition invalidates the favorable tax regime.
Definition of the beneficiaries (employees, executives treated as employees), the quantum, the exercise price at fair value, the vesting schedule and the performance conditions.
Calibration of the vesting (typically four years with a one-year cliff), the continued-service conditions, and accelerations upon a liquidity event.
Drafting of the plan rules, the corporate resolutions (authorizing extraordinary general meeting, award decisions), the individual award letters and the BSPCE register.
Definition of the departure cases that result in the loss of unvested or unexercised warrants, coordination with the shareholders' agreement and the employment contract.
Management of the exercise conditions upon a sale or IPO, support for the beneficiaries on exercise and on the tax treatment of their gains.
→ Our approach
01
Verification that the company meets all the conditions to issue BSPCE: age, activity, ownership of the capital, corporate form.
02
Definition of the scope (who), the quantum (how many), the exercise price (fair value) and the schedule (vesting, cliff, acceleration).
03
Holding of the extraordinary general meeting authorizing the issuance, award decisions, registry formalities, delivery of the award letters to the beneficiaries.
04
Administrative management of the plan (register, monitoring of departures, performance conditions), handling of exercises and capital-increase formalities.
→ Who we help
Plan calibrated for the first key employees and management: four-year vesting with a one-year cliff, partial acceleration upon a sale, exercise price based on the most recent valuation.
Plan targeting senior executives after a significant raise, with a quantum aligned with market standards (1 to 5% of the capital for collective management).
Issuance of a new plan after a partial sale or a change of reference shareholder, to re-align key talent with the new phase.
Plan structured with automatic accession of the beneficiaries to the agreement upon exercise, specific treatment in the event of a drag-along and harmonized bad-leaver clauses.
→ Q&A
The company must be an SA, SAS or SCA, not listed (or listed on a growth market with limited capitalization), incorporated less than 15 years ago, subject to corporate income tax in France, and at least 25% owned by individuals or by companies meeting the same conditions. Eligibility must be verified at each award.
Employees and certain executives treated as employees (president of a SAS, chief executive officer). Unremunerated corporate officers and external service providers are not eligible. The employment or office condition must exist at the award date.
The gain realized on the exercise and sale of the shares arising from BSPCE benefits from a specific tax and social security regime, generally more favorable than the ordinary stock-option regime. The precise treatment depends on the holding period and the beneficiary's situation.
The exercise price must correspond to the fair value of the shares at the time of the award. In practice, it is aligned with the most recent known valuation (a recent funding round) or a dedicated valuation is carried out. An under-valued price exposes the parties to a tax reclassification.
→ Go further
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