BSPCE: How is the gain taxed when you sell your shares?

When you sell shares obtained through the exercise of BSPCEs (employee stock options), two questions determine the tax: on what date were the shares subscribed, and how long have you been employed by the company? With less than three years of service at the time of sale, the rate is 30% (%), without opting for the progressive tax scale (for shares subscribed since January 1, 2025, this rate only applies to the gain on exercise). With three years or more, the rate is 12.8% (%) for warrants granted since January 1, 2018, or the progressive tax scale with a global option.

This page focuses on the timing of the sale: calculating the gain, tax rates, contributions, and reporting. It deals with an individual residing in France who sells shares in a French company. It does not detail the conditions the company must meet to grant BSPCEs (employee stock options), the calculation method, the box numbers, or the conditions for the €500,000 fixed allowance.

Capital gains on disposal: two calculations depending on the subscription date

For securities subscribed to up to December 31, 2024, the BOFiP (French Official Tax Bulletin) defines a single net gain: "the difference between the sale price of the securities net of fees and taxes" and their acquisition price (BOI-RSA-ES-20-40-30, version of August 12, 2025). The acquisition price is the price set at the time the warrants were issued. The rates of 19%, 12.8%, and 30% below apply to this net gain.

For securities subscribed from January 1, 2025, the BOFiP (BOI-RSA-ES-20-40-40, in force since 05/28/2026) separates two gains.

Three years' seniority, point by point

• Where she appreciates herself. As of the date of transfer.
• How it is counted. «From date to date» (BOI-RSA-ES-20-40-40 §80).
• What she accumulates. Periods of activity or mandate within the issuing company and its subsidiaries. For securities subscribed up to December 31, 2024, the subsidiaries concerned are those in which the issuing company holds at least 75% of its shares (%). For securities subscribed since January 1, 2025, the BOFiP also includes sub-subsidiaries, for warrants granted from January 1, 2026.
• If you have left the company. For securities subscribed up to December 31, 2024, the rate of 30 % also applies when the beneficiary has left their position at the time of the transfer and their activity lasted less than three years.

The rates to remember

Sources: BOFiP BOI-RSA-ES-20-40-30 and -40; impots.gouv.fr, "I sold BSPCEs" (modified on 17/07/2026). The case of a warrant granted before 2018 whose securities have been subscribed since 2025 is not addressed by the sources consulted.

At rates of 19 % and 30 %, the fixed allowance of €500,000 does not apply (see below).

The fixed allowance of €500,000: what the sources say

The BOFiP (Official Bulletin of Public Finances) indicates that the fixed allowance of €500,000 applies, up to the limit of the net gain, to the sale of SME shares by managers upon their retirement. It reduces the income tax base, both at the 12.8% flat tax rate and according to the standard tax scale, if the conditions are met. The impots.gouv.fr website increases this allowance to €600,000 for sales to young farmers. It does not apply to the 19% or 30% flat tax rates. It does not reduce social security contributions.

The conditions of the tax relief (article 150-0 D ter of the CGI) and its period of application are not detailed here: they are the subject of a dedicated page.

Social security contributions and levies

• Membership fees. For securities subscribed to up to December 31, 2024, the BOFiP (French Official Tax Bulletin) states that capital gains are not included in the base for social security contributions, the CSG (General Social Contribution) on earned income, or the payroll tax (BOI-RSA-ES-20-40-30 §130). For securities subscribed to since 2025, BOI-RSA-ES-20-40-40 refers to this paragraph for taxes based on payroll and indicates that the salary benefit is subject to social security contributions on investment income; it does not specify the contribution base: this should be verified with the source.
• Social security contributions on investment income. They are due from the first euro of gain. impots.gouv.fr (page modified on 17/07/2026) indicates a rate of 18.6% for %. The BOFiP (Official Bulletin of Public Finances) does not specify the rate. The rate for the year of your sale must be verified: this page does not apply it to any year.

Common law, for comparison

Capital gains from the sale of securities are automatically subject to the flat rate of 12.8 % since January 1, 2018. The option for the scale is global, annual, and is ticked on the 2042 declaration (box 2OP) (impots.gouv.fr, "Les cessions mobilières", modified on 08/04/2026).

The declaration and the individual status

• The year of transfer, You declare on the supplementary declaration 2042-C (cerfa n° 11222): the net gain for securities subscribed up to December 31, 2024, the amount of the salary benefit for those subscribed since 2025.
• The individual state is submitted by the company no later than March 1st of the year following the financial year. In the financial year, you do not have to attach it to your tax return, but you must keep it and present it on request (BOI-RSA-ES-20-40-30 §160 and §200; for securities subscribed since 2025, BOI-RSA-ES-20-40-40 §160 refers to these paragraphs).
• The production defect the state exposes the beneficiary and the company to the fine of article 1729 B of the CGI (BOI-RSA-ES-20-40-30 §220 and §230; BOI-RSA-ES-20-40-40 §170 refers to it for securities subscribed since 2025).

If you leave France

The French tax authority (BOFiP) (BOI-RSA-ES-20-40-30, paragraphs 80 to 110) treats the gain on exercise as employment income within the meaning of Article 15 of the OECD Model Tax Convention, unless otherwise stipulated in the tax treaty. It is taxable in "the State or States in which the activity remunerated by the bond was carried out," if the treaty so permits. The capital gain on disposal falls under Article 13 of the Model Tax Convention, or failing that, Article 21. The residence used for tax purposes is that of the beneficiary "at the time the taxable event occurs." For securities subscribed for since 2025, BOI-RSA-ES-20-40-40 refers to these same paragraphs.

Gains from the sale of BSPCEs: a numerical example (fictitious profile)

Situation. Karim, a fictional employee of a start-up, sells 5,000 shares acquired through BSPCE (employee stock options). The exercise price at the time of grant is €3 per share. The share value on the exercise date is €15. The sale price is €40. No fees or taxes are assumed to be incurred. There is no option for the tax scale and no fixed allowance. Two scenarios are compared: less than three years of service at the time of sale, or three years or more.

Issue. What income tax, excluding social security contributions, is due on the sale?

Strategy. Calculate the gains, then apply the regime of the date of subscription of the securities (bonds allocated since 2018 for the old regime).

Result.

For shares purchased up to 2024, the holding period changing from three years to under three years changes the tax by €31,820 in this example. For shares purchased from 2025 onwards, the difference is €10,320, as only the capital gain is affected. These are fictitious profiles and hypothetical values. They do not reflect your actual situation.

Gains from the sale of BSPCEs: what changes depending on your situation

• The date of subscription of your securities and the date of allocation of your warrants.
• Your seniority at the date of transfer, calculated from date to date.
• Your tax residence at the time of the triggering event.
• A possible deferral or suspension of taxation. For securities subscribed since 2025, the BOFiP indicates that articles 150-0 B and 150-0 B ter of the CGI can apply to the capital gain, without detailing the conditions for this case, and that the salary benefit (exercise gain) cannot benefit from these deferral and postponement mechanisms.

The rule depends on your situation. No results are guaranteed.