BSPCE in 2026: how the bons are taxed after the reform

Quick answer. Since the 2025 finance act, the taxation of BSPCE subscribed from 1 January 2025 splits in two. The exercise gain (value of the share at exercise minus the price set at grant) is taxed as a salary advantage. The later disposal gain falls under the capital gains regime, the single flat-rate levy of 31.4 % by default.

You are a startup employee and you hold BSPCE. Two or three years ago you may have been told the instrument was simple to tax: one gain, one rate on the day you sell. That reading is now outdated. The 2025 and 2026 finance acts reshaped the regime of article 163 bis G of the French tax code, and the topic has become a recurring point of attention in the files of employees of technology companies.

This article is for information; it does not replace a review of your BSPCE plan, your cap table and your personal situation. The detail lies in the grant and subscription dates, which determine the applicable regime.

A BSPCE is a founder share subscription warrant. It gives its holder the right to subscribe shares of the company at a price set in advance, usually the value of the share at grant. Article 163 bis G of the tax code reserves the scheme to certain companies: a joint-stock company subject to corporate income tax, less than fifteen years old, whose capital meets precise ownership conditions.

The appeal of the mechanism is well known. If the value of the share rises between grant and sale, the holder buys low and sells high. A BSPCE is a tool to align employees with the capital, not an immediate salary supplement: as long as you do not exercise the warrant, you pay nothing and own nothing.

Three moments structure the life of a BSPCE, and they must be distinguished to understand the tax treatment.

1. Grant. The company awards the warrants and sets the exercise price. No taxation at this stage.
2. Exercise. You exercise the warrant: you pay the exercise price and receive the shares. This is when the exercise gain arises.
3. Disposal. You sell the shares. This is when the disposal gain, if any, arises.

Before the reform, the practical analysis often reasoned on a single overall gain measured at sale. The 2025 finance act imposed a clear split for securities subscribed from 1 January 2025.

The exercise gain, taxed as a salary advantage#

The exercise gain, also called the acquisition gain, is the difference between the value of the security on the day you exercise the warrant and the acquisition price set at grant. Since the reform, this gain is treated as a salary advantage: a remuneration supplement assimilated to earned income, taxed under the rules specific to BSPCE set out in article 163 bis G.

This is the point that surprises most employees. The exercise gain is no longer a capital gain: it is the consideration for your activity in the company, and it follows that logic. Its amount depends on your situation and on your length of service in the company at the time of exercise.

The disposal gain, under the securities regime#

The disposal gain is the gain realised on resale of the securities: sale price minus the value retained at exercise. It falls under the regime for capital gains on securities. By default it is subject to the single flat-rate levy of 31.4 %, which combines 12.8 % of income tax and 18.6 % of social levies; the taxpayer may elect for the progressive scale where this is more favourable, an election that then applies to all of their investment income for the year.

Table: exercise gain vs disposal gain#

Beyond splitting the two gains, the 2025 finance act closed several doors that some arrangements used.

• Exclusion from the PEA and PEA-PME. Securities derived from BSPCE can no longer be held in a share savings plan or a PEA-PME. The wrapper that would have allowed, under holding-period conditions, an exemption from tax on the gain is no longer available for these securities.
• Exclusion from deferral and roll-over regimes. The contribution-disposal mechanism of article 150-0 B ter, which lets a gain be deferred by contributing the securities to a holding before selling, is closed to securities derived from BSPCE.

The underestimated risk. Many employees discovered these exclusions when building their exit strategy, sometimes on the eve of a liquidity event. The widespread idea that you can place your startup shares in a PEA to neutralise the tax no longer holds for BSPCE since 2025. Checking this point before committing to a sale, ideally as early as the first fundraising round, avoids an unpleasant surprise at filing time.

The 2026 finance act, in its article 25, took the opposite path on another front: it widened access to the scheme for BSPCE granted from 1 January 2026. Three adjustments deserve attention.

• Ownership threshold lowered from 25 % to 15 %. The condition on the share of capital held directly and continuously by individuals is relaxed. Companies that could no longer grant BSPCE because they had opened their capital to funds become eligible again.
• Extension to sub-subsidiaries. Grants open to employees and directors of sub-subsidiaries, subject to indirect ownership of at least 75 % along the chain. Groups structured across several levels can thus align their operating teams.
• Length of activity reassessed. The rules for assessing the beneficiary's length of activity in multi-level structures have been adjusted, clarifying the eligibility of employees who move within a group.

Our reading. The sequence is consistent with the stated goal: tighten exit taxation while opening the entry door more widely. For a startup in its structuring phase, the 2026 relaxation restores room to build a broad incentive plan, including in subsidiaries: it is one of a startup's structuring choices. For the employee, the exit still has to be taxed with care.

Table: what each finance act changes#

Take a situation we meet regularly, with no real client data. An employee of a software startup, with the company for several years, holds BSPCE granted in 2025. The company is acquired. At the time of the acquisition she exercises her warrants and immediately sells the shares.

Two gains appear in her return, not one.

1. The exercise gain, equal to the value retained at exercise minus the grant price. It is treated as a salary advantage, under the rules specific to BSPCE.
2. The disposal gain, here often small or nil since exercise and sale occur almost simultaneously at the same value. Where it exists, it is subject to the flat tax of 31.4 % or, on election, to the scale.

The conversation is then not about a single rate to apply, but about the correct split between the two components, the vintage of the securities, and the returns to complete. It is precisely this qualification work that avoids a reassessment and helps anticipate the tax cash outflow.

The scheme is not for everyone. Article 163 bis G reserves BSPCE for employees and directors taxed under the salary regime of the issuing company, and, under conditions, for certain members of the board and teams of some subsidiaries.

The issuing company must also meet conditions: be a joint-stock company, subject to corporate income tax, registered for less than fifteen years, not arising from a concentration or restructuring of pre-existing activities, and meet the threshold on ownership of its capital by individuals, lowered to 15 % for warrants granted from 2026.

• The vintage decides the regime. A BSPCE subscribed before 2025 does not follow exactly the same logic as one subscribed from 2025. Date each line of your plan precisely.
• Grant and subscription are not synonyms. The 2026 finance act targets warrants granted from 01/01/2026; the 2025 finance act targets securities subscribed from 01/01/2025. These two dates do not overlap and trigger different rules.
• No PEA, no contribution-disposal. Any exit strategy built on these wrappers for BSPCE securities must be revisited.
• Length of service and exercise. The amount of the exercise gain may depend on your situation at exercise. The choice of exercise date is not neutral.

Two legitimate logics often clash.

Exercising early, when the share value is still close to the grant price, reduces the future exercise gain, hence the share taxed as salary; the later gain then shifts to the disposal gain. But it means mobilising cash to pay the exercise price, bearing real shareholder risk and tying up funds in an illiquid security.

Exercising at the liquidity event (acquisition, listing) removes the carrying risk and the cash need, but concentrates most of the gain in the exercise gain, hence in the salary component. Neither path is superior in the abstract: the right choice depends on your confidence in the project, your cash capacity and your horizon. It is a decision to assess file by file.

The value used for the exercise price and, where relevant, for the exercise gain rests on a valuation of the share. When a company grants BSPCE, determining that value is not a mere formality: it underpins the tax security of the scheme and the soundness of beneficiaries' returns. As chartered accountant and statutory auditor, we pay close attention to consistency between the valuation used for the BSPCE plan, the cap table and dilution and surrounding fundraising rounds. A fragile value weakens the whole structure.