BSPCE: How are gains taxed depending on the subscription date of the securities?

The tax treatment of a BSPCE (Business Share Purchase Certificate) depends on two dates: the date of subscription (before or on or after January 1, 2025) and, for shares subscribed up to December 31, 2024, the date of grant (up to December 31, 2017, or on or after January 1, 2018). The holding period at the date of sale affects both the net gain (shares subscribed up to 2024) and the exercise gain (shares subscribed since 2025): after three years, the rate is 12.8% for warrants granted since 2018; below that, it is 30%. For shares subscribed since 2025, the law distinguishes between two gains: the exercise gain and the sale gain.

This page deals with the gains of an individual domiciled in France on BSPCEs (free share warrants) of a French company. It does not cover the calculation according to the progressive tax scale, the relevant box numbers on the tax return, foreign companies, or management packages (separate regime, BOI-RSA-ES-20-60). It does not specify the social security contribution rate per year of the transaction.

What is a BSPCE?

Warrants for shares in newly created companies (Article 163 bis G of the French General Tax Code) grant the right to subscribe to shares at a price fixed on the day of allocation. Any gain is subject to a specific tax regime. The exercise price is fixed at the time of allocation, and the warrants are non-transferable (BOFiP BOI-RSA-ES-20-40-20).

The conditions to be met: the company, then the beneficiary

The preferential tax treatment only applies if the company and the beneficiary meet the conditions of the BOFiP, assessed on the date of allocation of the vouchers.

Two conditions were modified by the 2026 Finance Law (Law No. 2026-103 of February 19, 2026, Article 25) for warrants issued from January 1, 2026: the minimum shareholding requirement for individuals, and the extension to subsidiaries. This page does not publish any shareholding thresholds: this should be verified with the source, the BOFiP BOI-RSA-ES-20-40-10, before any allocation.

If the conditions of Article 163 bis G are not met, the gain from exercise constitutes a salary supplement subject to income tax (BOFiP BOI-RSA-ES-20-40-30).

The three regimes according to the dates

The BOFiP (Official Bulletin of Public Finances) is organized into two chapters: securities subscribed for upon exercise of warrants up to December 31, 2024, and those subscribed for from January 1, 2025. The first chapter is subdivided according to the warrant grant date. The case of a warrant granted before 2018 whose securities are subscribed for after January 1, 2025, is not addressed here.

Sources: BOFiP BOI-RSA-ES-20-40-30 and BOI-RSA-ES-20-40-40; impots.gouv.fr, page «I sold BSPCE» (modified on 17/07/2026).

For securities subscribed up to December 31, 2024

The net gain is the difference between the sale price, net of fees and taxes borne by the seller, and the purchase price. These rates apply to the overall net gain, calculated from the purchase price, without distinguishing between exercise gain and sale gain.

The fixed allowance of €500,000 (Article 150-0 D ter of the French General Tax Code) can reduce the taxable base up to the amount of the gain, both with the 12.8% tax rate (%) and with the option for the progressive tax scale. It is increased to €600,000 for transfers to young farmers. It does not apply to vouchers granted before December 31, 2017, nor to transfers with less than three years of seniority. According to impots.gouv.fr, it targets SME managers who are retiring. Its period of application and specific conditions are not addressed here: please verify with the relevant source.

For securities subscribed since January 1, 2025

Two prizes are distinguished:

• The exercise gain The taxable gain is calculated as follows: the value of the securities on the date of the exercise, less the price set at the time of allocation. It is taxed at 12.8% if you have been employed by the company for at least three years at the time of the transfer. You can opt for the salary and wage scale, after a standard deduction of 10% or actual expenses. With less than three years of employment, it is taxed at 30%, without this option. The taxable event is the transfer or other disposition of the securities (the BOFiP also covers conversion to bearer shares and leasing), not the exercise of the warrants. The fixed allowance of €500,000 cannot reduce the taxable base for this capital gain (BOFiP BOI-RSA-ES-20-40-40).
• The capital gain from the sale The sale price is calculated less the value of the securities on the date of the tax year. It is subject to the standard capital gains tax regime: 12.8% of the taxable income (%), regardless of the length of time spent in the business, unless the tax scale is chosen. The fixed allowance of €500,000 (€600,000 for young farmers) applies both with the flat tax rate and with the tax scale.

Three years' seniority

It is calculated from one calendar year to the next, on the date of transfer. It combines periods of activity or mandate within the company and its subsidiaries (held at least 75% of the share capital or voting rights for shares subscribed up to December 31, 2024). For shares subscribed since 2025, the BOFiP also includes sub-subsidiaries. An employee who joined on January 15 of year N reaches three years of service on January 15 of year N+3.

Social charges

Social security contributions due on investment income are added to income tax, regardless of the tax regime. impots.gouv.fr (page modified on 17/07/2026) indicates 18.6 %. The BOFiP (Official Bulletin of Public Finances) does not specify the rate. The example below excludes them. Check the rate for the year of your sale.

Numerical example (fictitious profile)

Situation. Two employees of the same company, who joined in 2024, sell their shares in 2026 with less than three years of service. Each holds 10,000 shares, with an exercise price of €2 set at the time of allocation. At exercise, the share is worth €12. At the time of sale, it is worth €20. The first employee received their warrants and subscribed for their shares in 2024. The second employee received their warrants and subscribed for their shares in 2025. Sale fees and taxes are assumed to be zero.

Issue. What is the income tax, excluding social security contributions, for each person?

Strategy. Apply the tax regime applicable to each individual at their subscription date. No option for a tax bracket or fixed allowance is offered in this example.

Result.

The difference is €13,760 This applies to shares subscribed in 2025. With three years of age or more, the same calculation yields €23,040 in both cases: without a fixed allowance, the subscription date does not affect the income tax in this example. The fixed allowance, under its own specific conditions, can reduce the net gain on shares subscribed up to 2024, but not the exercise gain on shares subscribed since 2025.

Fictitious profiles, hypothetical values. They do not predict your situation.

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.
• Respect for the company's conditions at the date of award.
• Your tax residence at the time of the triggering event.

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

If you leave France

The BOFiP BOI-RSA-ES-20-40-30 indicates that the gain from exercising the bond constitutes employment income within the meaning of Article 15 of the OECD Model Tax Convention, subject to the applicable convention. It is taxable in the State where the activity remunerated by the bond was carried out. The capital gain from disposal falls under Article 13, or failing that, Article 21. The residence used for tax purposes is that of the beneficiary at the time the taxable event occurs.

The statement

• Supplementary declaration 2042-C (Cerfa form no. 11222): In the year of the sale, you declare the net gain. For shares subscribed for since 2025, you indicate the amount of the salary benefit and opt for the applicable tax scale.