BSPCE and free shares: taxation of the beneficiary and the company
BSPCE and free shares give employees and executives a stake in the capital under two separate regimes. The exercise gain on BSPCE is taxed at a flat rate, the acquisition gain on free shares as salary, with an allowance within certain limits. In both cases the later gain on sale follows its own regime.
The firm checks that the company qualifies, compares the instruments against the aim pursued, quantifies what the beneficiary receives and assists the company with its reporting obligations.
How do you choose between BSPCE and free shares?
- Conditions for issuing BSPCE: age of the company, capital ownership, market capitalisation.
- Free share plans: vesting and holding periods, grant caps.
- Taxation of the exercise or acquisition gain, then of the gain on sale.
- Comparison with a bonus or another instrument, at equal cost to the company.
- The company’s returns: DSN, individual statement given to the beneficiary.
What are the figures and thresholds for 2026?
| Item | Value | Reference |
|---|---|---|
| BSPCE exercise gain, 3+ years of activity | 12.8% + 18.6% social levies | Art. 163 bis G CGI |
| BSPCE exercise gain, under 3 years | 30% + 18.6% social levies | Art. 163 bis G CGI |
| BSPCE, capital held by individuals (warrants granted since 1 January 2026) | At least 15% | Art. 163 bis G CGI |
| Free shares, allowance on the acquisition gain | 50% up to €300,000 a year | Art. 80 quaterdecies CGI |
In which cases has the question arisen?
Rewarding your first employees with BSPCE
Involving a young company’s first employees through BSPCE: eligibility, plan design, exercise of the warrants, valuation, payroll reporting and capital increase.
Comparing a Cash Bonus with BSPCE Before Settling the Plan
On a €900,000 gain, the gap between a bonus and BSPCE reaches €184,140 for the beneficiary, and the company bears no charge at all. Provided it meets the eligibility conditions, which exclude most fund-backed structures.
Qualifying a Group RSU Plan for France
A global RSU plan applied to France with no addendum: every delivery taxed and charged as salary. Five ancillary clauses stood in the way of qualification; a French addendum removed them, without touching the global plan.
Selling or reinvesting shares received as an employee
An employee holding RSUs and shares ahead of a liquidity event: distinction between acquisition gain and capital gain, article 163 bis H, net simulation and contribution to a holding.
Frequently asked questions
How is the exercise gain on BSPCE taxed?
Under article 163 bis G of the French Tax Code, at a flat 12.8% where the beneficiary has worked in the company for at least three years, and 30% otherwise, plus social levies.
How are free shares taxed?
The acquisition gain is taxed as salary. For plans authorised since 2018, it benefits from a 50% allowance up to €300,000 a year; the later gain on sale follows its own regime.
Can shares from BSPCE be held in a PEA?
No. Since the Finance Act for 2025, shares obtained on exercise of BSPCE can no longer be held in a PEA or an employee savings plan.
Answers current as at 9 October 2026
Publications and award
2026 OCCUR Prize, Interprofessional CollaborationLa Rencontre OCCUR Paris
Press contribution · 24 June 2026Entrepreneurs: structuring your wealth alongside your business (in French)
Expert view · 6 October 2026Pharmacy owner’s remuneration: three structures, three approaches (in French)- Interview · 28 September 2026Setting up and handing over a pharmacy: why and how to plan ahead (in French)
ArticlesThe firm’s articles on the National Bar Council’s platform
Joint publication · 26 July 2026BSPCE: no contributions, but a line in the DSN payroll returnwith Arnaud Albalat (Galadrim) and Laura Sinthe (Puncto)
AbracamoveJoint publicationInternational retirement: what the country of residence changeswith Delphine Bes (Abracamove)
Discussing your situation
A first meeting identifies the questions raised by your situation and the work they call for.