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Issue Founders’ Share Warrants in a SASU in France
Grant equity incentives the right way. Our French corporate lawyers and paralegals handle the entire process of issuing founders’ share warrants (BSPCE) — from structuring eligibility and drafting resolutions to completing filings and delivering official documentation that ensures full compliance with French law.
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What are Founders’ Share Warrants in SASU?
“BSPCE” (Bons de Souscription de Parts de Créateur d’Entreprise) are French startup equity instruments designed to reward founders, early executives, and key contributors. They give the holder the right to subscribe later for company shares at a predetermined price, allowing them to benefit from the company’s growth without immediate capital injection.
They are widely used in innovative and tech-oriented SAS or SASU structures to align management, attract top talent, and optimize taxation. BSPCEs are strictly governed by the French Tax Code (Article 163 bis G), providing significant tax advantages when granted to eligible recipients and exercised under compliant conditions.
Advantages of Issuing Founders’ Share Warrants (BSPCE) :
Align interests: motivate founders and key team members by linking rewards to company success.
Tax efficiency: lower capital gains tax rate compared with ordinary share disposals, if eligibility conditions are met.
Retention tool: vesting and exercise conditions help retain leadership talent through growth stages.
No immediate dilution: shares are issued only upon exercise, maintaining capital structure flexibility.
Investor confidence: a compliant BSPCE plan demonstrates professional governance and investor readiness.
Issuing founders’ share warrants ensures strategic equity planning, investor confidence, and the ability to reward founders while protecting long-term company value.
How to Issue Founders’ Share Warrants in a SASU?
Issuing BSPCEs requires precision and full compliance with tax and company law.
Our lawyers manage the full workflow from design to registration.
Eligibility Verification and Preliminary Review
We confirm the company meets BSPCE legal criteria — namely being a SASU or SAS under 15 years old, not publicly listed (except on certain markets), and with ≥25% of capital held by individuals or qualifying entities.
Structuring and Legal Design
We define vesting periods, performance conditions, exercise price, and valuation method. These parameters must be justified in the president’s report and resolutions.
Drafting Legal Documentation
Our lawyers prepare: The President’s Report detailing rationale and valuation. The Sole Shareholder or Board Decision authorizing issuance. The BSPCE Plan outlining beneficiaries, number of warrants, vesting, and exercise conditions. Amended bylaws if needed.
Registry and Tax Filings
We assist with publication in a legal gazette, filing at the Commercial Court Registry, and reporting to the tax administration (where applicable).
Delivery of the BSPCE Certificates
Beneficiaries receive individual BSPCE certificates, legally binding and enforceable, along with updated share ledgers reflecting the authorization.
Why Choose FrenchCo.lawyer?
Our registered French lawyers and corporate paralegals ensure each issuance complies with both company law and tax regulations. We structure BSPCEs to maximize legal certainty and minimize future disputes, aligning the company’s goals with founders’ and investors’ interests. Your plan is secure, compliant, and ready for audit or due diligence.
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What We Need From You to a Issue Founders’ Share Warrants in France ?
To launch your BSPCE plan quickly and correctly, we’ll ask for:
Company Information
Latest Kbis extract, bylaws, and capitalization table.
Eligibility Confirmation
Proof your company meets BSPCE requirements (age, shareholder composition, listing status).
Beneficiary List
Names, roles, and employment status of founders or executives eligible for BSPCEs.
Valuation and Exercise Price Data
Recent financial statements and valuation indicators to justify the subscription price.
And Then?
Once these documents are provided, our lawyers handle everything: drafting the legal acts, arranging publication, filing with the registry, and preparing the final BSPCE certificates and registers. You receive a complete compliance package — ready for investor review and tax audits.
Issue Founders’ Share Warrants in France – Simple Process, Clear Budget
Flat legal fee starting from €1,200 excl. taxes
Additional mandatory costs: – Publication in an official legal gazette – Court registry filing fees
No hidden costs, no unpleasant surprises
Our commitment:
No upselling or unnecessary “packages”
No reseller intermediaries
We Believe in Transparent, Lawyer-Led Equity Issuance and Compliance
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Equity Issuance and Compliance
Fast and reliable issuance: From drafting to registration, we manage every step of the founders’ warrant process efficiently.
Legally compliant documents: Each warrant and resolution strictly follows French corporate and securities regulations.
Protective legal drafting: Your founders’ warrants are structured to safeguard your interests and support future fundraising.
High professional standards: All work is overseen by licensed French lawyers, ensuring accuracy and compliance.
Let us handle your founders’ share warrant issuance —
so you can focus on scaling your SASU with confidence in France.
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Understanding the Issuance of Founders’ Share Warrants (BSPCE) in a French SASU
Can a French SASU issue founders’ share warrants (BSPCE)?
Yes. A SASU/SAS that meets statutory eligibility can grant BSPCE to founders and key team members. The warrants give a right to subscribe for shares in the future at a preset price, typically after vesting. Eligibility focuses on the company’s status (SAS/SASU, age limit, ownership conditions, listing restrictions) and on the recipient’s status (employee/officer).
Key company conditions (high level):
- Legal form: SAS or SASU.
- Age: Young/early-stage (within the statutory age window).
- Ownership and listing: specific thresholds and listing prohibitions/limits apply.
The sole shareholder (in a SASU) or the shareholders (in a SAS) must authorize the plan/issuance.
What approvals and filings are required to issue BSPCE?
- Shareholder authorization (SASU: sole shareholder decision; SAS: shareholders’ decision) to create/allocate a BSPCE pool, set ceilings, and delegate powers to the président where appropriate.
- President’s/management report explaining the rationale, valuation approach, exercise price, vesting, and potential dilution.
- Individual grant agreements to each beneficiary reflecting the plan rules.
- Registers: update the securities movement register and maintain a BSPCE ledger.
Publications/registry: BSPCE by themselves don’t change capital (no immediate RCS amendment). Upon exercise (when shares are issued), the capital increase is formalized and filed (and legal notice is published).
What about vesting, cliff, and performance conditions?
- Vesting: typically 3–4 years with a cliff (e.g., 12 months) and monthly/quarterly vesting thereafter.
- Performance: may include milestones (product, revenue, fundraising).
- Exercise window: grants specify when and how long a vested warrant can be exercised (e.g., while employed plus a short post-termination period).
- Change-of-control: plans often provide full or partial acceleration on a sale/IPO.
What happens if the holder leaves the company?
Your plan should classify departures:
- Good leaver (e.g., death, disability, employer-initiated without cause): keep vested BSPCE and possibly a short exercise window.
- Bad leaver (e.g., resignation before cliff or for cause): unvested BSPCE lapse; vested may lapse or be accelerated only in limited cases depending on plan rules.
Define these clearly in grant agreements to avoid disputes.
- Good leaver (e.g., death, disability, employer-initiated without cause): keep vested BSPCE and possibly a short exercise window.
What is the tax treatment for BSPCE gains?
High-level only (as rules evolve):
- At grant: typically no tax.
- At exercise: subscription of shares for cash—generally no immediate tax if conditions are met.
At sale of the shares: capital-gains-type treatment with a preferential regime for qualifying BSPCE (distinct from employment income). Social contributions may apply.
Important: The exact rates, thresholds, and holding-period effects depend on current law and tax residence. Always pair grants with personal tax advice and keep plan documents aligned with the latest guidance.
Can a non-French founder or non-resident receive BSPCE?
Yes. There is no nationality requirement to receive BSPCE. What changes is taxation at exit and any withholding/filing duties—which follow the beneficiary’s tax residence and applicable tax treaties. The company handles the corporate formalities in France; the beneficiary should seek tax advice in their home country to anticipate how gains will be taxed on sale.
Who can be granted BSPCE?
Primarily employees and certain corporate officers actively involved in the company (e.g., président/directeur général with an operational mandate). Independent contractors, consultants, or service providers generally do not qualify under BSPCE rules—consider BSA or other instruments for them. Board-only non-executives without an employment/officer role typically fall outside the BSPCE perimeter.
Is there a minimum capital or cash payment to grant BSPCE?
No minimum paid-in capital is required to grant BSPCE, because no capital is issued at grant. The cash payment occurs on exercise: holders pay the exercise price to subscribe for the new shares. Until then there is no dilution in the share capital table—only a potential (fully diluted) effect.
How is the BSPCE exercise price set?
The exercise price should be at least the fair market value (FMV) at grant to preserve preferential tax treatment. Common practice:
- Use the last financing round price as an anchor (with time-based/market adjustments).
- If no recent round, document a valuation method (income/market multiples, comparables, hybrid).
- A too-low price can jeopardize the favorable tax regime and create requalification risks.
How long can BSPCE remain outstanding?
Plans set a maximum term (e.g., up to 10 years from grant). After expiry, any unexercised warrants lapse automatically.
Issue Founders’ Warrants in France
Let our French lawyers & paralegals handle the entire process for you.
More About Issuing Founders’ Share Warrants in a French SASU
Can legal entities hold founders’ warrants?
No. Founders’ share warrants (BSPCE) are reserved for individuals working in the company, not legal entities.
What documents will I need?
You’ll need the company’s bylaws, shareholders’ resolution, issuance agreement, and identification of beneficiaries.
Do I need statutory auditor?
Not necessarily. An auditor is only required if the company is not yet registered or if shares are issued at a non-market price.
How long does the process take?
Usually 5 to 10 business days from drafting to registration, depending on document readiness and registry timelines.
Can I issue warrants remotely?
Yes. The entire process—from drafting to filing—can be completed electronically with lawyer assistance.
What are the typical costs?
Legal fees start from €799 excl. taxes, plus any mandatory publication or registry fees if applicable.
What about UBO declaration and compliance?
Beneficiaries must be disclosed in the company’s UBO register to ensure transparency and regulatory compliance.
Can warrants be modified or cancelled later?
Yes. They can be amended, cancelled, or converted into shares through a shareholders’ decision and registry filing.
