Management packages: what the 15 October 2026 update of the French tax guidelines (BOFiP) clarifies

Article 163 bis H of the French tax code (CGI) sets out a specific tax regime for the net gain realised on shares subscribed for, acquired by or granted to employees or executives, where that gain is obtained in consideration for their duties in the issuing company or in a related company. Introduced by article 93 of the 2025 Finance Act (law no. 2025-127 of 14 February 2025), the regime was substantially amended by article 24 of the 2026 Finance Act (law no. 2026-103 of 19 February 2026).

Beyond the changes that reflect the 2026 Finance Act, the update answers several questions raised by the first guidelines.

The link with the manager’s duties

• Pari passu shares: leaver, non-compete or non-transferability clauses are, in principle, not enough to bring them within the specific regime. The authorities have rewritten their guidelines: the consideration for duties is established by a body of evidence, one element of which must necessarily be a mechanism enhancing the gain on sale (financial criterion), ratchets and sweet equity being the examples given. Contractual clauses and performance conditions only come “in addition to this financial mechanism” (« en plus de ce mécanisme financier »). The financial criterion is therefore necessary, but not sufficient (BOI-RSA-ES-20-60 no. 190).
• Manager leaving before the exit: the fact that the employee or executive no longer holds duties in the issuing company (or its parent or subsidiary) when the shares are disposed of, sold, leased, converted or exchanged does not rule out that the gain was obtained in consideration for their duties in that company (BOI-RSA-ES-20-60 no. 190, remark 4).
• Shares received in an exchange: the authorities have changed their position. In the version released for consultation in 2025, the gain on the later sale of shares received in an exchange was a capital gain “by nature”, outside the scope of article 163 bis H. The new example at no. 440 accepts that this gain may itself be obtained in consideration for the holder’s duties and fall within the specific regime.
• Foreign plans: the free shares concerned are those qualifying for the regime of article 80 quaterdecies of the CGI, foreign plans being expressly covered (BOI-RSA-ES-20-60 no. 70). A similar clarification is made for stock options.
• Share warrants (BSA): the authorities confirm that entry gains and exercise gains on BSA do not fall within the specific regime (BOI-RSA-ES-20-60 no. 225).

Calculating the portion taxed as a capital gain

• Aggregation of shares: the limit for taxation under the capital gains regime is determined by aggregating the value, at their date of acquisition or subscription, of all the shares in the same company sold by the employee or executive and eligible for the specific regime, whatever their rights or nature (BOI-RSA-ES-20-60 no. 280). The authorities now also accept the aggregation of shares held through one or more management companies (ManCos) and, where applicable, of shares held directly in the same reference company, provided in particular that each ManCo holds only shares in that company and that all aggregated shares are eligible (BOI-RSA-ES-20-60 no. 285). In both cases, the overall portion of the gain eligible for the capital gains regime is allocated between the lines of shares in proportion to the gain on each.
• Two-year holding period: it runs from date to date. For shares acquired on the exercise of BSA, OCA or ORA (warrants, convertible or redeemable bonds), the holding period of those instruments may be taken into account (BOI-RSA-ES-20-60 no. 120).
• Real value of equity: the real value of the reference company is the real value of its equity, increased by its debts to any shareholder or related company (CGI art. 163 bis H, II). It may be determined, in particular, by reference to market value (equity value), to book value using a revalued net assets method, or using the DGFiP valuation guide. Where applicable, it is increased by interest capitalised on shareholder debts.
• Earn-out: deferred consideration is taken into account in determining the portion of the gain taxed under the capital gains regime, in particular where it is indexed on the business of the company sold. The authorities accept that the same applies to an earn-out indexed on the business of a subsidiary or of the group to which the company sold belongs (BOI-RSA-ES-20-60 no. 630).
• Net gain: this is the gain less the costs and taxes paid by the seller on the sale (BOI-RSA-ES-20-60 no. 150).

International mobility, gifts, PEA and withholding tax

• International mobility: the category and rules of taxation of the gain under domestic law do not determine its characterisation under the applicable tax treaty, which must be assessed case by case (BOI-RSA-ES-20-60 no. 240).
• Gifts: for gifts made since 20 February 2026, the net gain is in principle determined and taxed in the donor’s name, for the year of the gift (CGI art. 163 bis H, I). The authorities state that this rule applies to shares acquired or subscribed for under management packages (BOI-RSA-ES-20-60 no. 640), without further detail. They therefore appear to apply it whether or not the shares meet the conditions of article 163 bis H, II that bring the gain within the specific regime.
• PEA (French equity savings plan): for management package shares held in a PEA before 15 February 2025, the authorities restate the rules of the 2026 Finance Act applicable to gains realised since 20 February 2026 (BOI-RSA-ES-20-60 no. 670). They do not address gains realised between 15 February 2025 and 20 February 2026.
• Withholding tax (PAS): the excess portion of the gain falling within the specific regime (article 163 bis H, II), taxed as employment income, is excluded from withholding tax by law. The gain referred to in article 163 bis H, I, outside the specific regime and also taxed as employment income, is on the other hand subject to it, as the authorities confirm (BOI-IR-PAS-10-20 no. 20).

See also: management package in the library, and the case study Securing your management package ahead of a sale.