Recruit & retain.

Which clauses really matter in a startup employment contract?

Three clauses deserve particular attention. The first, by far the most important, is the assignment of intellectual property: without it, what your employees create (non-software code, algorithms, content, designs) may legally remain theirs. For software, the law automatically transfers the rights to the employer; for everything else, you need a precise written clause. The second is the non-compete clause: it is valid only if it protects a genuine business interest, is limited in time and territory, and provides for financial consideration—otherwise it is void. The third is remote work, now a hiring argument: it must be framed in writing (days, availability, expenses), failing which you expose yourself to disputes.

Director treated as an employee or as a self-employed worker (TNS)?

This is a trade-off between cost and protection. The employee-assimilated status (president of a SAS, minority manager of a SARL) falls under the general social-security regime: good social coverage, close to that of an employee, but high contributions (around 80 to 85% of net salary) and no unemployment insurance. The self-employed worker status (TNS—majority manager of a SARL, sole shareholder of an EURL) costs far less (around 40 to 45% of income) but offers weaker protection, which often has to be supplemented by private insurance. In practice, the SAS with an employee-assimilated president is the reference structure for startups: it is the best suited to raising funds and issuing BSPCE (founder share warrants).

BSPCE, BSA, free share awards: which to choose, for whom, and how do they work?

These are three ways to bring your teams into the cap table. BSPCE (founder share warrants) are the flagship tool: they give an employee or an employee-assimilated director the right to buy shares later at a price fixed today. The key advantage: the gain is taxed as a capital gain (30%) rather than as salary, provided three years of activity in the company. They are reserved for joint-stock companies less than 15 years old and exclude self-employed workers (TNS) and freelancers. BSA (share warrants) play a similar role but can be granted to anyone (freelancers, advisors, business angels); in return, their tax treatment is less favorable. Free share awards (AGA) grant shares directly, with no price to pay, after a vesting period of at least one year; the gain is treated as employment income, at a reduced rate within an annual cap.

The Syntec collective bargaining agreement applies as of right to most tech startups, and certain incentives (the research tax credit, the Young Innovative Company status) require employing staff assigned to R&D. Note: BSPCE are reserved for joint-stock companies less than 15 years old and exclude self-employed workers and freelancers—a window not to be missed.