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Issue Founders’ Share Warrants (BSPCEs) in France
Create and allocate founders’ share warrants (BSPCEs) with our French corporate lawyers and paralegals who handle the entire process — from eligibility verification and valuation to drafting issuance documentation, board resolutions, and filings with the relevant authorities.
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What are Founders’ Share Warrants (BSPCEs)?
BSPCEs (“Bons de Souscription de Parts de Créateur d’Entreprise”) are equity instruments granted to company founders and key contributors, giving them the right to subscribe for shares at a fixed price in the future.
They are a key incentive tool in French startups, aligning founders’ and employees’ interests with the long-term success of the company.
BSPCEs offer a way to reward commitment and value creation while optimizing taxation under French startup-friendly regulations. They are particularly suited to early-stage companies looking to motivate and retain strategic partners, co-founders, or early hires.
Advantages:
Attractive taxation: Preferential tax regime for eligible startups and beneficiaries.
Retention and motivation: Aligns long-term commitment with company performance.
No immediate dilution: Shares are only issued when the warrants are exercised.
Flexible vesting conditions: Terms can reflect milestones or time-based vesting.
Recognition by investors: Commonly used and well-understood in the French venture ecosystem.
Issuing BSPCEs strengthens your company’s structure and credibility, signaling professionalism and growth readiness to investors.
How to Issue Founders’Share Warrants (BSPCEs) in France?
Issuing BSPCEs is a legally regulated process under the French Commercial Code and tax rules. Our firm ensures full compliance and efficient implementation through these five key steps:
Eligibility and Preliminary Assessment
We verify that your company meets the eligibility conditions for BSPCE issuance (non-listed or eligible listed company, under 15 years old, R&D and French tax residency criteria).
Designing the Plan
Together, we define the scope of the issuance: number of warrants, exercise price, vesting schedule, and beneficiaries.
Drafting the Legal Documentation
Our lawyers prepare all necessary corporate resolutions, warrant terms, and subscription forms, ensuring conformity with tax and securities rules.
Approval and Filing
We coordinate the shareholder or board approval process and handle all filings or publications required for the issuance to be legally enforceable.
Delivery and Recordkeeping
Finally, we deliver the signed and registered BSPCE documents, together with detailed records for compliance and future capital updates.
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What We Need From You to Issue Founders’ Share Warrants (BSPCEs)
To prepare your BSPCE issuance accurately and swiftly, we will ask for the following:
Company Information
Your company name, registration number, and most recent Kbis extract.
Shareholder and Capital Structure
Details of current shareholders, existing capital, and any previous issuances (shares, warrants, or convertible instruments).
Beneficiary List
Names, roles, and contact details of the individuals who will receive BSPCEs, along with the number or percentage to be allocated.
Vesting and Exercise Terms
Your preferred vesting model (time-based, performance-based, or hybrid) and proposed exercise price.
And Then?
Once we have these details, our lawyers handle the entire process — from drafting the BSPCE plan and resolutions to ensuring tax-compliant filings and delivering the final registered documents ready for signature and investor review.
Issue Founders’ Share Warrants (BSPCEs) – Simple Process, Clear Budget
Flat legal fee starting from €899 excl. taxes*
Additional mandatory costs: legal publication (if required) + registry filings (where applicable).
No hidden costs, no unexpected extras.
Our commitment:
No generic or automated BSPCE plans
No reseller intermediaries
Only genuine legal work by qualified professionals
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Why Choose Us?
We Believe in Clear, Lawyer-Led Equity Incentive Solutions
Precise legal structuring: From plan design to board approval, we handle every step accurately.
Compliant documentation: Each BSPCE issuance follows current French tax and corporate standards.
Protective drafting: Your agreements preserve founders’ rights and align employee incentives.
High professional standards: All work is overseen by licensed French lawyers for full compliance.
Let us handle your BSPCE legal setup —
so you can focus on building your team and growing your company.
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Understanding the Understanding the Issuance of Founders’ Share Warrants in French SAS
What Are Share Warrants (BSPCE, BSA, or AGA) in a SAS?
Share warrants (“bons de souscription d’actions”, or BSAs) are financial instruments giving their holders the right to subscribe for shares in the company at a predetermined price and date.
They are commonly used by startups and innovative companies to reward founders, employees, and investors while deferring actual dilution until shares are exercised.
In a French SAS (Société par Actions Simplifiée), share warrants may take several legal forms:
- BSPCE (Bons de Souscription de Parts de Créateur d’Entreprise) for eligible young companies.
- BSA (Bons de Souscription d’Actions) for general use with investors or partners.
- AGA (Attributions Gratuites d’Actions), which are free shares subject to performance or vesting conditions.
Each mechanism serves different purposes—BSPCEs and BSAs are incentive and investment tools, while AGAs are compensation instruments.
Can Foreign Founders or Employees Receive Share Warrants in a SAS?
Yes. Foreign nationals—residing either in France or abroad—can lawfully receive and exercise share warrants in a French SAS.
However, several distinctions apply:
- Non-Residents of France:
- May freely hold and exercise warrants.
- Gains realized are taxed in France only if the company is French and the warrants are exercised or sold there.
- A double-tax treaty may avoid double taxation.
- May freely hold and exercise warrants.
- Foreign Employees Working in France:
- Their BSPCEs or BSAs are taxed in France under the specific favorable regime, provided the company is eligible.
- Tax is due when the shares acquired are sold, not when the warrants are granted or exercised.
- Their BSPCEs or BSAs are taxed in France under the specific favorable regime, provided the company is eligible.
- Foreign Managers or Contractors:
- Can also receive warrants as a remuneration element if they contribute to the business’s development, even without employment status.
- Can also receive warrants as a remuneration element if they contribute to the business’s development, even without employment status.
The key is proper documentation of the warrant allocation and its connection to business performance or service rendered.
What Are the Risks or Pitfalls When Issuing Share Warrants?
Improperly handled warrant issuances can expose the company to:
- Tax requalification (if BSPCE conditions are not strictly met).
- Invalidation of warrants for lack of proper shareholder authorization.
- Dilution mismanagement if future capital increases are not anticipated.
- Loss of credibility with investors due to non-compliant documentation or filings.
Legal review by specialized counsel is therefore essential before any issuance or amendment.
How Are Share Warrants Reflected in the SAS’s Capital?
Before exercise, warrants are not part of the company’s share capital—they represent a potential right.
Once exercised:- New shares are issued and subscribed at the predetermined price.
- The capital increases accordingly.
- Updated bylaws and shareholder registers must be filed with the registry.
- New shares are issued and subscribed at the predetermined price.
What Happens if the Company Is Sold Before Warrants Are Exercised?
If the SAS is acquired or merged before warrants are exercised:
- The warrant agreements usually contain acceleration clauses, allowing early exercise.
- Beneficiaries may subscribe to shares before the sale or be compensated based on share value (“cashless exercise”).
- Tax consequences depend on whether the gain qualifies as a capital gain or employment income.
Proper drafting of exit clauses ensures fairness and compliance.
Who Can Issue Share Warrants in a SAS?
Any SAS may issue share warrants, provided the company has:
- A share capital fully paid up.
- A president duly empowered to convene shareholders or board meetings.
- Corporate bylaws allowing financial instruments issuance.
In practice:
- The shareholders’ general meeting must authorize the issue (often delegating powers to the president).
- The president executes the issuance by drafting terms, subscription forms, and warrants registers.
BSPCEs are restricted to companies meeting strict criteria:
- Created less than 15 years ago.
- Unlisted (or listed on an SME market like Euronext Growth).
- At least 25% of shares owned by individuals or qualifying entities.
Tax resident in France.
What Are the Tax Advantages of BSPCEs Compared to BSAs or AGAs?
Instrument | Typical Beneficiaries | Taxation on Gain | Conditions |
BSPCE | Founders, employees, officers of qualifying startups | 19% + 17.2% social charges (36.2%) if conditions met | Company <15 years old, tax resident in France, unlisted or SME market |
BSA | Investors, consultants, advisors | Treated as capital gain on securities (flat 30%) | No special company eligibility required |
AGA | Employees, executives | Taxed partly as salary and partly as capital gain | Must comply with plan conditions and holding periods |
Thus, BSPCEs provide the most favorable tax treatment, but only for eligible companies.
BSAs are more flexible but less advantageous fiscally, while AGAs are suitable for salaried staff within structured compensation plans.
How Does a SAS Issue Share Warrants Step by Step?
Issuing share warrants requires a structured legal and accounting process.
Our French lawyers handle the procedure end-to-end in five key steps:
- Preliminary Assessment
We verify your company’s eligibility (for BSPCEs) and identify appropriate warrant type and beneficiaries. - Shareholder or Board Authorization
Drafting of the shareholders’ resolution or board minutes authorizing issuance, including total number of warrants, exercise price, and conditions. - Legal Documentation
Preparation of the warrant agreement, subscription form, and notice to beneficiaries.
Each document must comply with French securities law and SAS bylaws. - Filing and Registration
The issuance and minutes are filed with the Registre du Commerce et des Sociétés (RCS), and publication may be made in a legal gazette if required.
Delivery and Recordkeeping
Finalized BSPCE/BSA certificates and registers are provided to beneficiaries, ensuring traceability for future capital increases.
What Are the Accounting and Valuation Rules for BSPCEs and BSAs?
- Accounting Treatment:
French GAAP recognizes BSPCEs and BSAs as potential dilution instruments but not as current liabilities.
They appear in off-balance sheet disclosures.
Valuation:
The exercise price must be set in good faith based on the company’s market value or last fundraising.
Undervaluation risks tax reassessment for both the company and beneficiaries.
Why Use a Lawyer to Issue Share Warrants in a SAS?
Because the process involves corporate law, tax law, and securities regulations, a lawyer ensures:
- Valid corporate resolutions and filings.
- Accurate tax qualification of instruments.
- Legal certainty for investors and employees.
- Documentation recognized by auditors and the registry.
FrenchCo.lawyer provides complete assistance from plan design to issuance and post-closing formalities.
Issue Your BSPCEs in France
Let our French lawyers & paralegals manage the entire issuance process for you.
More About Issuing Founders’ Share Warrants in France
Can all startups issue BSPCEs?
Yes. BSPCEs can be issued by French joint-stock companies (SAS or SA) that are less than 15 years old and not listed on a regulated market. They are designed to reward founders, key employees, and early contributors in innovative, high-growth businesses.
Who can receive BSPCEs?
BSPCEs can be granted to company founders, employees, and corporate officers who actively contribute to the company’s development. In some cases, foreign employees working for subsidiaries may also be eligible, depending on group structure.
What documents are required?
You’ll need an updated cap table, company bylaws, a shareholders’ resolution authorizing the BSPCE plan, and an issuance agreement detailing terms such as strike price, vesting period, and expiry.
Do BSPCEs require a valuation?
Yes. The company’s fair market value must be determined before issuing BSPCEs to set an appropriate strike price and avoid tax risks. This is usually done via an expert valuation or by referencing the last fundraising round.Once documents are ready and capital is deposited, drafting + filing are typically handled quickly, and the Kbis is issued after the RCS verifies the file. Actual timing depends on bank/notary lead-times for capital certificates and registry workload.
How long does it take to issue BSPCEs?
Typically 1–3 weeks, depending on the company’s structure and the need for shareholder approval. Drafting, approval, and registration steps are handled sequentially by your legal team.
Can BSPCEs be granted remotely?
Yes. The entire process — from drafting the issuance plan to signing resolutions — can be managed digitally through secure electronic signatures and remote filings.
What are the tax advantages?
BSPCEs benefit from a favorable tax regime, with gains taxed as capital gains rather than salary, provided legal and holding conditions are met. This makes them an attractive incentive for founders and employees.
What happens if the company is sold?
In a sale or exit, BSPCE holders can exercise their warrants and sell their shares alongside other shareholders, realizing the same proportional gain under the advantageous BSPCE tax treatment.
