We Offer Strategic Legal Services
Issue Share Warrants in a SASU in France
Empower your SASU with flexible financing and reward strategies. Our French corporate lawyers and paralegals handle the entire process of issuing share warrants (BSA) — from drafting the legal documentation to registering the operation with the Commercial Court Registry — ensuring full compliance with French company law.
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What is a Share Warrant in France?
A share warrant (BSA) gives its holder the right (not the obligation) to subscribe to new shares of a SASU in the future at a predetermined price. It is a key instrument for fundraising, employee incentives, and strategic partnerships, offering flexibility and anticipation of future equity participation.
The BSA is distinct from an immediate capital increase: it allows the company to prepare for future equity dilution under clear, pre-defined conditions. This makes it especially attractive for startups, tech ventures, and investment-ready SASUs looking to structure their financing efficiently.
Main Advantages :
Flexible fundraising tool: attract investors without immediate dilution — conversion happens only when the warrant is exercised.
Motivation for managers or partners: use BSAs to reward key contributors or future collaborators.
Valuation control: fix the future subscription price now, protecting against valuation disputes at conversion.
No immediate capital increase: simplifies cash flow management while preparing for future expansion.
Full legal recognition: BSAs are regulated under the French Commercial Code and recognized by banks, investors, and auditors.
In short, BSAs offer a strategic way to align investors or partners with the company’s future value — with flexibility, legal certainty, and minimal administrative burden.
How to Issue Share Warrants in France?
Issuing BSAs in France is straightforward when handled correctly. With FrenchCo.lawyer, all legal and administrative steps are secured from start to finish.
Collecting Preliminary Information
We gather essential data: company identification, sole shareholder’s details, purpose of the BSA issue, total number of warrants, subscription price, and the future share price upon exercise.
Drafting Legal Documentation
Our lawyers prepare the issue report, the sole shareholder’s decision, and the warrant terms (including exercise period, conditions, and anti-dilution provisions). We also draft the legal notice for publication in a gazette.
Registering the Operation
We file the decision and documentation with the Commercial Court Registry (RCS) and ensure publication in the official legal gazette (JAL) to make the issue legally enforceable.
Issuing and Recording Warrants
Once registered, we issue the subscription forms to investors or beneficiaries and create the warrant register documenting all issued BSAs.
Delivery of Updated Corporate Documents
You receive certified copies of all signed and registered legal documents, ready for investor disclosure or audit purposes.
Why Choose FrenchCo.lawyer?
All formalities and legal advice are handled directly by registered French lawyers and qualified paralegals, ensuring accuracy, compliance, and peace of mind. We combine speed, confidentiality, and expertise — letting you focus on growing your SASU while we secure its legal structure.
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What We Need From You to Issue Share Warrants in France ?
To proceed quickly and in full legal compliance, please provide:
Company Information
Registered name, SIREN number, and registered office (lease, domiciliation contract, or property deed).
Shareholder Information
Identity of the sole shareholder (individual or legal entity) and confirmation of 100% ownership.
Purpose and Terms of the Issue
Objectives of the BSA (fundraising, incentive, partnership), total number of warrants, subscription and exercise prices, and duration.
Beneficiary Details
Identification and contact details of each subscriber or beneficiary (investor, partner, manager, etc.).
And Then?
Once all documents are provided, our lawyers handle everything — from drafting and registering the BSA issue to delivering certified documentation confirming your SASU’s updated structure. You remain fully compliant and ready for your next investment round or incentive plan.
Issue Share Warrants in France – Simple Process, Clear Budget
Flat legal fee starting from €899 excl. taxes*
Additional mandatory costs: publication in the official legal gazette + registry filing fees
No hidden costs, no unpleasant surprises
Our commitment:
No complex investor jargon
No hidden intermediaries
Only compliant legal drafting
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Equity Issuance
Fast and reliable issuance: From structuring to registration, we manage each step of your share warrant process efficiently.
Legally compliant documentation: Every act, decision, and notice complies with current French corporate and financial regulations.
Protective legal drafting: Your instruments are crafted to protect both investor rights and your company’s long-term equity structure.
High professional standards: All work is supervised by licensed French lawyers, ensuring accuracy, transparency, and accountability.
Let us handle your share warrant issuance — so you can focus on building your business in France.
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Understanding the Issuance of Share Warrants in France
Can a foreigner subscribe to share warrants (BSA) in a SASU (and can they serve as president)?
Yes. Foreign individuals or legal entities can subscribe to BSA (Bons de Souscription d’Actions) issued by a SASU. If later exercised by another party, the SASU becomes a SAS (multi-shareholder). A foreigner can also be appointed president. The key factor is residency, not nationality.
1) Investors/Presidents living abroad
No French residence permit is required merely to hold BSAs, invest, or act as president from abroad. The issuance and filings can be handled remotely and registered with the RCS.
2) EU/EEA/Swiss citizens
They may subscribe or preside without restriction. If they relocate to France, a simple mairie registration after arrival may apply; no residence card is required.
3) Non-EU residents settling in France
They must obtain an appropriate residence permit (e.g., entrepreneur/profession libérale, multi-year card, or relevant Talent permit). Non-compliance can incur penalties.
4) Special bilateral regimes
Certain nationals (e.g., Algeria, Andorra, Monaco) may benefit from treaty-based rules.
5) Registration with the RCS
Once any immigration steps (if relevant) are satisfied, the sole shareholder’s decision, issuance terms, and publication are filed with the Commercial Court Registry so the operation is opposable to third parties.
What are the social security implications of issuing BSAs?
Generally none:
- The president of a SASU/SAS is assimilé-salarié; contributions depend on salary, not on warrant issuance or holding.
- BSA holders who are not employees/officers do not pay social contributions merely for holding warrants or exercising them.
- Post-exercise, mere share ownership does not trigger social charges; dividends in SASU/SAS are not subject to TNS rules.
For presidents living abroad, coverage follows EU coordination (A1) or bilateral treaties; otherwise French affiliation may apply if salary is paid in France.
What evidence and documents are required?
- Sole shareholder’s decision authorizing the BSA program (volume, price, exercise terms, duration).
- Issuance terms (règlement) detailing conditions, timetable, and anti-dilution protections.
- Subscription forms and proof of payment (for BSA price, if any).
- Warrant register (register of issued BSAs).
- Publication certificate (legal gazette/JAL).
Registry forms and fees (filing with the RCS).
If the bylaws need enabling provisions for future capital increases on exercise, they should be amended accordingly.
What are the step-by-step formalities for issuing BSA?
- Decision of the sole shareholder
Authorize the BSA program (number, issue price, exercise price, period, beneficiaries). - Drafting the documentation
Issuance terms/regulations, subscription forms, legal notice. - Issuance & subscription
Collect subscriptions and issue the BSAs; open and update the warrant register. - Publication
Publish in a journal d’annonces légales (JAL). - Filing with the RCS
Submit the dossier (decision, terms, publication proof, registry forms, fees). The issue becomes opposable to third parties. - Later exercise → capital increase
On exercise, collect exercise price, issue new shares, update bylaws and Kbis to reflect the new capital.
BSA vs convertible bonds (OCA): which to choose?
Aspect | BSA | OCA (Convertible Bonds) |
Nature | Equity option | Debt convertible into equity |
Cost to company | No interest | Interest until conversion |
Immediate dilution | No | No (until conversion) |
Cash inflow | Often modest (issue price) | Significant (loan principal) |
Complexity | Lower | Higher (debt terms, covenants) |
Best for | Incentives, optional future equity | Larger financing with deferred dilution |
Is there a minimum size or paid-up requirement for issuing BSA?
No statutory minimum applies to the number or price of BSAs. However, terms must be coherent and reflect the company’s situation.
- Issue price of BSA: freely set (may be low or symbolic), but should reflect economic value to avoid later disputes.
- Exercise price of future shares: fixed or formula-based; usually set to protect existing value (you can include anti-dilution or adjustment clauses).
- Payment timing: BSA price (if any) is generally paid at issuance; the exercise price is paid when the warrant is exercised to create shares.
- Auditor involvement: not always required; depends on structure and whether an in-kind dimension or valuation impact arises at exercise.
Practical tip: Avoid purely symbolic pricing that could undermine credibility with partners, banks, or tax auditors.
Where can my SASU be registered (siège social) when issuing BSAs?
Issuing BSAs does not change your registered-office options:
- Owned/leased premises (provide title or commercial lease);
- President’s home (subject to statutory, lease, and co-ownership limits; often time-limited in large cities and without receiving clients/stock);
- Domiciliation company (prefecture-approved);
- Parent company’s address (if one entity lawfully enjoys the premises).
Risks if mishandled: letting a temporary domiciliation lapse → potential strike-off; breaching lease/co-ownership rules → termination; using non-approved providers → fines. Choose an address balancing cost, compliance, and credibility.
What taxes are relevant when a SASU issues BSAs?
BSA issuance does not change the SASU’s default IS (corporate tax) regime, but be mindful of:
- At issuance
- Registration/VAT: BSA issues are generally outside VAT’s scope; registration duties are typically limited or not applicable.
- Accounting: proceeds from BSA price (if any) are recognized in equity reserves (not share capital).
- At exercise
- Capital increase occurs: exercise price is allocated to share capital (nominal) and share premium (excess).
- No corporate tax arises solely from issuing new shares; future dividends are taxed under ordinary rules.
- Investor level
- Potential capital gains or income at the holder level depends on their tax status and any treaties (for non-residents).
Good practice: Set a clear exercise price (or formula) aligned with valuation and future fundraising.
BSA vs ordinary share issue: what’s the difference?
Aspect | BSA (Warrants) | Ordinary Share Issue |
Immediate cash to company | Yes (issue price, often modest) | Yes (full subscription amount) |
Immediate dilution | No (dilution only at exercise) | Yes |
Flexibility | High (exercise window, anti-dilution) | Medium (premium/rights, but equity only) |
Balance sheet on day one | Equity reserves (no capital yet) | Capital + premium immediately |
Signaling | Pre-commitment to future equity | Equity raised now |
Use cases | Incentives, staged fundraising | Direct funding, immediate equity needs |
How does a SASU BSA program compare to EURL equity tools?
Aspect | SASU/SAS | EURL |
Default tax | IS | IR by default (if individual shareholder) or IS by option |
Social regime | President = assimilé-salarié | Majority manager = TNS (dividends under IS partly hit by TNS rules) |
Investor tools | Very flexible (BSA, OCA, preferred shares) | More rigid; often converted before investor rounds |
Incentives | BSAs common for managers/partners | Less suitable; corporate form often changed |
Issue Share Warrants in Your SASU
Let our French lawyers & paralegals handle the full issuance process for you.
More About Issuance of Share Warrants
Who can receive share warrants?
Share warrants (BSPCE or BSA) can be granted to founders, employees, or investors, depending on the company’s stage and structure.
What documents will I need?
You’ll need:
The SASU’s updated bylaws
Shareholder resolutions
Valuation report (if applicable)
Beneficiary identification documents
Do I need statutory auditor?
Not always. An auditor is required only if the company meets certain thresholds or issues warrants above nominal value.
How long does issuance take?
Typically 1–2 weeks, depending on document preparation, board approvals, and registry filings.
Can I issue remotely?
Yes. The entire process—from drafting to registration—can be completed online through our lawyers and paralegals.
What are the typical costs?
- Legal fees depend on complexity and number of beneficiaries. We offer flat, transparent pricing with no hidden charges.
What about compliance and reporting?
Warrants must be declared to the tax authority and recorded in the company’s register. We handle both steps.
Can I convert warrants into shares later?
Yes. Beneficiaries can exercise their rights to subscribe to shares at the agreed strike price once conditions are met.
