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Issue Share Warrants in a SAS (French Simplified Joint-Stock Company)
Set up and issue share warrants (BSPCE or BSA) in your SAS with our French corporate lawyers and paralegals who manage the entire process from start to finish: assessing eligibility, drafting resolutions, defining exercise conditions, completing all filings, and delivering legally valid instruments ready for investor or employee use.
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What are Share Warrants in a SAS?
Share warrants—known in France as BSPCE (Bons de Souscription de Parts de Créateur d’Entreprise) or BSA (Bons de Souscription d’Actions)—are financial instruments that give their holders the right to purchase shares in the company at a pre-agreed price and within a defined period.
They are an essential equity tool for French startups and SMEs, often used to reward founders, key employees, or investors while preserving cash flow and aligning everyone with the company’s long-term growth.
By issuing share warrants, your SAS can structure attractive incentive plans and flexible financing mechanisms recognized by investors, accelerators, and corporate partners.
Main Advantages :
Employee and founder motivation: Strengthens loyalty and ties rewards to company performance.
No immediate dilution: Shares are only created when the warrants are exercised.
Tax-efficient incentives: BSPCEs enjoy a preferential tax regime when eligibility conditions are met.
Investor confidence: BSAs are familiar instruments in French venture capital and fundraising rounds.
Flexible conditions: Vesting, strike price, and duration can be customized to match business objectives.
Share warrants are ideal for structuring equity participation without immediate capital inflow or complex restructuring.
How to Issue Share Warrants in France?
Issuing share warrants in a SAS is a formal corporate process governed by French commercial law. With FrenchCo.lawyer, it becomes straightforward and secure.
Here’s how we guide you through each step:
Gathering Essential Information
We collect the key company details: the latest Kbis extract, list of shareholders, valuation of the company, and the profiles of future beneficiaries (founders, employees, advisors, or investors).
Legal and Tax Structuring
Our lawyers assess the company’s eligibility for BSPCEs or BSAs, define the exercise price, and determine vesting and exit conditions compliant with French tax law.
Drafting Corporate Resolutions
We prepare the shareholder or board resolutions authorizing the issuance, together with the warrant terms, subscription forms, and updated share registers.
Filing and Publication
The issuance file (minutes, resolutions, warrant terms) is registered with the Commercial Court Registry and, where required, published in a legal gazette to ensure enforceability.
Delivery of Warrants
Once validated, we deliver the signed share warrant certificates and maintain proper records for future exercises and capital increases.
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What We Need From You to Issue Share Warrants in Your SAS
To issue share warrants quickly and in full compliance, please provide the following:
Key Company Details
Your company’s name, registration number, latest Kbis extract, and copy of the current bylaws.
Beneficiary Information
List of recipients (founders, employees, investors) with identity details, positions, and the number of warrants to be allocated.
Capital and Valuation Data
Latest capitalization table, any recent fundraising, and the company’s valuation basis to define the exercise price.
Corporate Governance Documents
Details of the president and board members, plus the most recent shareholder decisions to confirm issuance authority
And Then?
Once we have all the necessary details, our lawyers take care of everything: preparing the BSPCE/BSA documentation, securing board and shareholder approval, completing legal filings, and delivering the finalized instruments and registry confirmations to your SAS.
Issue Share Warrants – Simple Process, Clear Budget
Flat legal fee starting from €899 excl. taxes*
Additional mandatory costs: publication in the official legal gazette + registry filing fees (where applicable).
No hidden costs, no extra fees.
Our commitment:
No one-size-fits-all documents
No third-party intermediaries
Only compliant legal work
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Share Warrant Structuring
Clear and precise structuring: From legal assessment to issuance formalities, we handle each stage with precision and clarity.
Fully compliant documentation: Every share warrant issuance follows French corporate and financial regulations.
Strategic legal drafting: We design documents to balance investor flexibility and shareholder protection.
High professional standards: All work is performed under the supervision of licensed French lawyers, ensuring accuracy and compliance.
Let us handle your SAS share warrant issuance — so you can focus on growing your company and rewarding your team.
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Understanding the Issuance of Share Warrants in a French SAS
Can a French SAS issue share warrants (BSPCE or BSA)?
Yes. A Société par Actions Simplifiée (SAS) can issue share warrants, whether in the form of BSPCE (Bons de Souscription de Parts de Créateur d’Entreprise) or BSA (Bons de Souscription d’Actions).
These instruments give holders—employees, founders, or investors—the right to subscribe to new shares at a pre-determined price and within a defined period.
BSPCEs are reserved for companies meeting specific eligibility conditions (startup status, age, ownership structure), while BSAs can be issued more broadly to external investors or consultants.
What are the legal steps to issue share warrants in a SAS?
Issuing BSPCEs or BSAs requires a formal procedure under the French Commercial Code and the company’s bylaws:
- Shareholder or Board Authorization
The president (or board) must obtain prior authorization from the shareholders to issue the warrants and set the conditions of exercise (number, strike price, duration, vesting). - Preparation of Legal Documentation
Lawyers draft the shareholder resolution, the terms of issue (“règlement d’émission”), and subscription forms. The bylaws are reviewed to confirm that share capital increases are properly authorized. - Registry Filing and Publication
The decisions are filed with the Commercial Court Registry and published in a legal gazette to ensure legal enforceability.
Delivery of Warrants
Certificates or electronic records are issued to each beneficiary, reflecting the exact number and conditions of the BSPCE/BSA rights.
How is the exercise price of share warrants determined?
The exercise price (prix d’exercice) must reflect the fair market value of the company’s shares at the time of issuance.
- For BSPCEs, undervaluation can disqualify the tax benefit. A valuation report (often by an expert-comptable or independent valuer) is recommended.
- For BSAs, the exercise price may be freely determined but should be justified in case of future fundraising or sale.
Issuing share warrants at “symbolic” prices without valuation support may expose the company and beneficiaries to tax reassessments or abuse-of-law claims.
How are share warrants accounted for and recorded?
The issuance of BSPCEs or BSAs does not immediately affect the share capital. They are recorded off-balance-sheet until exercised.
When the holder exercises the warrants:
- New shares are created,
- Capital is increased accordingly, and
- The exercise price is credited to the company’s equity.
Companies often maintain a “registre des bons de souscription” (warrant register) to trace all issuances and exercises.
- New shares are created,
How are share warrants exercised and converted into shares?
When the exercise period opens, the beneficiary notifies the company and pays the strike price for the shares.
The company then:
- Records the capital increase in its accounts,
- Updates the share register, and
- Files the amendment with the RCS (Registre du commerce et des sociétés).
The new shareholder receives the same rights (voting, dividends, information) as any other SAS shareholder, unless the bylaws provide otherwise.
Who can receive share warrants in a SAS?
- BSPCE (for employees and founders)
BSPCEs are designed for natural persons involved in the company’s growth—employees, officers, or directors. They must be working for the SAS (or its parent) at the time of grant.
Conditions:- The SAS must be less than 15 years old.
- It must be not publicly listed, except on certain markets (Euronext Growth/Access).
- At least 25% of its capital must be held by individuals or by other companies meeting the same criteria.
- The SAS must be less than 15 years old.
- BSA (for investors or third parties)
BSAs may be issued to any third party—investors, advisors, service providers, or partners. They are a flexible alternative to equity participation during early-stage fundraising or bridge financing.
Founders and executives
Founders can receive BSPCEs if they hold an operational role in the company. Otherwise, BSAs are used.
What are the tax advantages of BSPCEs for startups and employees?
BSPCEs enjoy a preferential tax regime designed to attract and retain talent:
- At grant: no tax or social charge is due.
- At exercise: the beneficiary pays only the subscription price for the new shares.
- At sale: capital gains are taxed at a flat rate of 30% (PFU), or 12.8% + social contributions (17.2%), provided certain holding and employment conditions are met.
If the beneficiary leaves the company before exercising their BSPCEs, the rights usually lapse, unless otherwise provided by the issuance rules.
By contrast, BSA gains are treated as standard capital gains on securities without the specific BSPCE advantage.
Can a foreign founder or employee receive BSPCEs or BSAs?
Yes, under certain conditions:
- Foreign founders or executives
May receive BSPCEs if they perform their role under a valid management or employment agreement with the SAS, even if they reside abroad. BSPCE taxation follows French source rules. - Foreign employees
BSPCEs can be granted to non-resident employees, but their tax treatment will depend on applicable double-taxation treaties between France and their country of residence. - Foreign investors
May freely subscribe to BSAs. Their gains are taxed according to French and treaty rules applicable to non-residents (usually limited to French-source gains).
In all cases, the company must report foreign beneficiaries in its beneficial ownership filings (registre des bénéficiaires effectifs).
What happens if the company is sold or liquidated before exercise?
The treatment depends on the issuance terms:
- Change of control: Most plans include an accelerated vesting clause (the warrants become exercisable immediately before closing).
- Liquidation or bankruptcy: The warrants usually lapse, as there are no shares left to subscribe.
- Merger or restructuring: Warrants are either converted into equivalent rights in the acquiring entity or cancelled with compensation.
These mechanisms must be defined clearly in the initial BSPCE/BSA terms to avoid disputes.
What are the main differences between BSPCEs and BSAs?
Aspect | BSPCE | BSA |
Eligible beneficiaries | Employees, officers, founders | Anyone (including investors or consultants) |
Company eligibility | Non-listed SAS under 15 years, ≥25% held by individuals | No age or ownership restriction |
Taxation | 30% flat rate on gains (PFU) | Capital gain regime, variable rates |
Purpose | Talent retention, team motivation | Financing, investment, advisory rewards |
Formalities | Simplified, no registration duties | May require registration fees |
Best suited for | Startups and scaleups | Investors and external partners |
Issue Share Warrants in Your French SAS
Let our French lawyers & paralegals manage every legal and filing step for you.
More About Issuing Share Warrants in a French SAS
Can a French SAS issue share warrants?
Yes. A French SAS can issue share warrants (BSPCE, BSA, or BSA-AIR) to investors, founders, or employees. These instruments give the right to subscribe for new shares later at a fixed price, under conditions defined in the issuance agreement.
Who can receive share warrants?
Share warrants may be granted to employees, managers, or third-party investors, depending on the type of warrant. BSPCEs are reserved for eligible startups and employees, while BSAs and BSA-AIR can be issued more broadly to support financing or reward long-term commitment.
What documents are required?
The process requires shareholders’ approval, a detailed issuance resolution, and a subscription agreement for each beneficiary. A company’s bylaws may also need to be updated to authorize the creation of these instruments.
Do share warrants require registration?
Yes, the decision and related agreements must be recorded in the corporate register and filed with the commercial court registry for legal validity and enforceability.
How long does issuance take?
Usually one to two weeks, depending on shareholder approval, document drafting, and registry processing time.
What are the main costs?
Fees include legal drafting, potential valuation reports, and registry filings. If BSPCEs are issued, additional formalities may apply depending on the company’s structure.
Can non-residents receive warrants?
Yes, but tax treatment and reporting obligations differ for foreign recipients. Legal and tax advice is essential to ensure compliance with French and international regulations.
Can the terms be modified later?
Changes to exercise price, duration, or beneficiaries require a new shareholder resolution and updated filings, ensuring transparency and corporate compliance.
