The situation
The company had no plan and was preparing a first funding round. The founders wanted the first joiners to share in the value created, rather than promise them a bonus the company’s cash could not fund.
Before settling on a mechanism, they wanted to know what would actually reach the beneficiary under each route, and what it would cost the company.
Our support
- 01
Checking eligibility first, because everything turns on it
BSPCE are the only instrument the law reserves for startups. The question of eligibility therefore comes before any other: if one condition is missing, there are no BSPCE, and the comparison has no object.
We checked that the company:
- was less than fifteen years old;
- was not listed, or had a market capitalisation below €150m;
- was subject to corporation tax in France;
- did not arise from a restructuring;
- was at least 25% held by individuals.
That last condition deserves particular attention. Holdings through a company count only if that company is itself at least 75% held by individuals, which excludes most fund-backed structures. Likewise, employees of a subsidiary are eligible only if the subsidiary is at least 75% held.
Point of attention. Eligibility is tested at grant, and a first funding round can cause it to be lost. For warrants granted since 1 January 2026, the threshold for holdings by individuals is lowered to 15%. - 02
Costing the two routes
We modelled, per beneficiary, the net of a cash bonus and the net of BSPCE, for the same gain.
In this case: on a €900,000 gain measured after the exercise price, the bonus left €397,260 to the beneficiary and cost the company €225,000 in employer contributions. The BSPCE left €581,400 and cost the company nothing: no employer contribution and no specific contribution, whatever the amount. A gap of €184,140 for the beneficiary, and an effective rate of 35% rather than 56%.Since 1 January 2025, the gain splits in two: the salary advantage recognised on exercise, and the net gain realised on the sale. With three years of service, both fractions fall within the capital gains regime, which allows them to be treated as a single line.
Point of attention. The amounts shown are given for illustration, on one set of assumptions and on the law in force at the date of the engagement. - 03
Two periods that drive the outcome
Two periods determine most of the costing.
- fifteen years for the company, an eligibility condition of the regime;
- three years of service for the beneficiary, which sets the rate applicable to the salary advantage.
Below three years, that fraction of the gain bears a markedly higher rate, with no option for the progressive scale, and the two fractions cease to be treated in the same way. The period runs to the exercise of the warrants, not to their grant.
We also noted that, since 10 October 2024, neither the warrants nor the shares issued on their exercise may be held within a PEA or a company savings plan.
Point of attention. The exercise timetable is not a matter of execution detail. It moves the applicable rate by more than seventeen points.
The result
The company met the eligibility conditions, and this was established before the funding round opened rather than after.
The founders chose BSPCE, with a vesting schedule and an exercise price settled by reference to the capitalisation table investors would accept.
The costed comparison served the board’s decision: it showed both what the beneficiary keeps and what the company does not have to pay out.
Where eligibility is absent, the question reopens entirely and moves to the other instruments, free share awards or co-investment in particular.
This case was handled by the firm, in light of the law and case law in force at the time of the engagement, and in the light of circumstances specific to it. It is presented for illustration purposes only: it does not constitute advice and does not predetermine the treatment that might be adopted in another matter.