PEA-PME-ETI: Which companies are eligible, and under what conditions?

To be eligible for a PEA-PME-ETI (equity savings plan for SMEs and mid-sized companies), a company must have fewer than 5,000 employees and either annual revenue of no more than €1.5 billion or total assets of no more than €2 billion. If it is listed, its market capitalization must be less than €2 billion. Neither you, nor your spouse, nor your ascendants or descendants may collectively hold more than 25% of the rights to its profits.

This page presents the conditions described by the BOFiP (French Official Tax Bulletin) in its version of July 30, 2024. It is not exhaustive: the current version of the BOFiP and the texts it cites are authoritative and should be verified before investing. It addresses the conditions relating to the issuing company and your relationship with it. It does not address fund units (SICAVs, FCPs, ELTIFs, private equity funds) or their quotas, the taxation of the plan, or the case of a holder leaving France.

Investing in stocks carries a risk of capital loss. A company's eligibility for stock market investments does not guarantee its financial stability: a stock can lose value, including your entire investment.

The conditions in a table

The financial thresholds are alternative: you only need to meet one of the two. The workforce threshold, however, applies in addition.

The size of the company: how to measure it

The method. The thresholds are determined according to Annex I of Commission Regulation (EU) No 651/2014 of 17 June 2014 (BOFiP, § 150). For a company whose primary purpose is to hold equity interests, these thresholds are assessed at the company level and at the level of each of its equity interests. BOFiP (§ 150) does not mention consolidated accounts: the rule for a group should be verified with the source before investing.

The exercise chosen. These are the figures from the penultimate completed financial year preceding the date of acquisition of the securities (§ 153). If the company has not yet completed its second financial year, the BOFiP uses only the completed financial year preceding the acquisition date or, failing that, the first completed financial year following that date.

If the company grows after your purchase. According to the BOFiP (§ 153), subsequent changes in workforce size, turnover, and total assets "have no impact on the eligibility of the securities." Securities already registered can therefore remain in the plan. However, "new securities of this company cannot be acquired under the plan.".

Listed companies: €2 billion in market capitalization

For securities admitted to trading on a regulated market or a multilateral trading facility, the BOFiP (§ 155) requires a market capitalization of less than €2 billion. This criterion remains met if it was below this threshold at the close of at least one of the four financial years preceding the "financial year under consideration." Which financial year applies to your company should be verified with the source and your institution.

This threshold is presented differently depending on the version of the BOFiP. The version dated September 25, 2017, set the limit at €1 billion. The BOFiP news page of July 30, 2024, attributes the threshold of €2 billion to Article 5 of Law No. 2024-537 of June 13, 2024, in force since June 15, 2024. An AMF page dated September 11, 2019, indicates a capitalization not to be exceeded of €1 billion. For all thresholds, refer to the version of the BOFiP in force.

The securities that can be held

The BOFiP (§ 130) specifically addresses:

• shares, whether listed or unlisted, excluding preferred shares; ;
• shares in SARLs and European companies with equivalent status; ;
• the capital securities of cooperative societies; ;
• convertible or redeemable bonds are excluded, but convertible bonds not admitted to trading on a platform within the meaning of Article L. 420-1 of the Monetary and Financial Code are excluded; ;
• Participatory securities and fixed-rate bonds that are or have been offered through a crowdfunding service provider.

Bonds redeemable in unlisted shares are eligible from May 24, 2019. For minibonds, the BOFiP still mentions them in its list (article L. 223-6 of the Monetary and Financial Code) while indicating that an order of 2022 "abolishes the minibond regime from November 11, 2023": their status must be checked before any purchase.

That which is excluded

• Preference shares : they cannot be included in a PEA-PME (§ 250).
• The split securities : the securities must be acquired or subscribed for in full ownership (§ 290).
• The securities you already hold outside the plan, or that a member of your family group holds outside the plan (§ 300). Securities subject to a purchase with right of redemption, a loan or a repurchase agreement are also excluded.

The limit of 25 % for you and your family

The account holder, their spouse or civil partner, their ascendants, and their descendants must not collectively hold more than 25% of the profit-sharing rights of the company whose shares are included in the plan. The same limit applies for the five years preceding the acquisition of the shares. The BOFiP (French Official Tax Bulletin) for the PEA-PME (SME Equity Savings Plan) (§ 280) mentions this exclusion based on the size of the shareholding.

Indirect ownership is taken into account. The BOFiP (French Official Tax Bulletin) calculates it by multiplying the successive ownership percentages in the chain of shareholdings. Exceeding this percentage at any time during the plan's duration results in the plan's closure (BOI-RPPM-RCM-40-50-20-20, § 580). The registration of ineligible securities also leads to closure (BOI-RPPM-RCM-40-50-50).

The holder and the ceiling, in brief

Only taxpayers whose tax residence is in France can open a PEA-PME, and only one PEA-PME is permitted (BOFiP, § 30). The contribution limit is €225,000, and the total amount contributed to a PEA and a PEA-PME-ETI cannot exceed €225,000, with the PEA alone remaining limited to €150,000. Adult dependents of a taxpayer cannot hold a PEA-PME (§ 30). The page on contribution limits, withdrawals, and taxation provides further details on these rules.

Numerical example (fictitious profile)

Situation. Hélène, a business owner and tax resident in France, opens a PEA-PME-ETI (equity savings plan for SMEs and mid-sized companies) in November 2026. She is considering two companies. Company A is unlisted. Its 2024 fiscal year (ending December 31, the reference year) figures are: 1,200 employees, €310 million in revenue, and €450 million in total assets. At the time of acquisition, and over the five preceding years, Hélène holds 6 % of the profit rights in Company A, her spouse 9 %, and her father 4 %. The family also holds 40 % of a holding company, which itself holds 30 % of Company A. Company B is listed, with a market capitalization of €1.6 billion.

Issue. Can these two companies be included in the plan?

Strategy. Apply the tests in order: company size, market capitalization for listed companies, limit of 25 % for the family. For A, the reference year is the penultimate year closed before the acquisition, i.e. 2024 (the last year closed being 2025).

Result.

This profile is fictitious. The figures illustrate the reasoning and do not predict your situation. For B, the size test (number of employees, revenue, or balance sheet) still needs to be completed. This page does not claim that any specific company is eligible.

What changes depending on your situation

• The nature of society : listed or unlisted, established in France or in the European Union.
• Your family group : direct and indirect participations, on the plan and over the five years preceding the purchase.
• The date of acquisition : it sets the reference exercise for size.
• Your establishment He asks you for proof of eligibility.
• Fund shares : their rules are different and are not discussed here.

The rule depends on your situation; check before deciding. No results are guaranteed.