BSPCE in 2026: the tax regime for startup founder warrants

BSPCE (bons de souscription de parts de créateur d'entreprise — startup founder warrants) are an equity incentive tool reserved for startups and young innovative companies. Their tax regime was substantially overhauled from 1 January 2025, with a now-fundamental distinction between the exercise gain and the disposal gain.

What is a BSPCE?

A BSPCE is a warrant giving its holder the right to subscribe for shares in the company at a price fixed in advance (exercise price), generally below market value at the time of exercise. Unlike standard stock options, BSPCE are reserved for companies meeting strict conditions: joint stock company, less than 15 years old, unlisted or listed on certain markets, with capital held predominantly by individuals or certain structures.

Since LF 2026 (art. 25), the conditions for awarding BSPCE are also modified for warrants awarded from 1 January 2026.

The 2025 reform: two gains, two regimes

LF 2025 (art. 92; CGI art. 163 bis G) introduced a fundamental distinction from 1 January 2025 between two types of gain:

1. The exercise gain (employment benefit)

This is the difference between the value of the shares at the time of exercise of the warrant and the exercise price. Since 2025, this gain is qualified as an employment benefit and taxed as follows:

If you have been working in the issuing company for at least 3 years:
- Flat rate taxation at 12.8% (or under the progressive scale on election)

If you have been working in the issuing company for less than 3 years:
- Flat rate taxation at 30%

The exercise gain is also subject to social levies at 18.6% (CSG 10.6% + CRDS 0.5% + solidarity levy 7.5%) — BSPCE falling under CSS article L136-6 e), subject to the general CSG rate of 10.6% (CSS art. L136-8 I 2°).

2. The disposal gain

This is the difference between the sale price of the shares and their value at the time of exercise (which constitutes the tax cost basis for computing the capital gain).

This disposal gain is taxed under the standard securities capital gains regime: flat tax at 31.4% or option for the progressive scale (with holding period allowances if the securities were acquired before 2018).

The regime applicable to BSPCE by subscription date

Source: impots.gouv.fr (08/04/2026)

BSPCE subscribed before 1/1/2018:
Overall gain taxed at a single flat rate:
- ≥ 3 years of activity in the issuing company: flat rate 19%
- < 3 years of activity: flat rate 30%
No holding period allowance or fixed SME retirement allowance.

BSPCE subscribed from 1/1/2018 to 31/12/2024:
- ≥ 3 years of activity: 12.8% (or progressive scale on global election)
- < 3 years of activity: 30%
- Fixed €500,000 SME retirement allowance possible (holding ≥ 1 year)

For disposals of securities arising from warrants awarded before 2025 but carried out on or after 1 January 2025, transitional rules apply — the 2026 Income Tax Guide sets out the detailed rules depending on the award date and disposal date.

Option for taxation as employment income

For BSPCE awarded from 1 January 2025, holders who have been working in the company for at least 3 years may elect for the exercise gain to be taxed in the employment income category under the progressive scale. This option may be advantageous:

• If the marginal tax rate is below 12.8%; or
• Even with a marginal tax rate above 12.8%, if the 10% flat deduction for professional expenses (capped at €14,555 for 2026 income) reduces the net taxable base sufficiently to make the progressive scale globally more favourable than the flat rate.

Social levies: watch the category

The social levy regime applicable to the BSPCE exercise gain depends on the income tax treatment:

• Exercise gain (regardless of the income tax option elected): social levies at 18.6% (CSG 10.6% + CRDS 0.5% + solidarity levy 7.5%), in accordance with CSS articles L136-6 e) and L136-8 I 2°

A return unlike any other

The complexity of the BSPCE return stems from the multiplicity of situations: warrant award date, exercise date, disposal date, length of activity in the company, option for the progressive scale or not. Each combination leads to different forms and boxes on the return.

Fidencia.tax incorporates the 2025 BSPCE reform and guides you through your return based on your exact situation: warrant date, length of activity, exercise gain amount, and disposal gain amount. You leave with the right figures in the right places — without having to untangle the transitional rules yourself.

File your BSPCE without errors — fidencia.tax

This article is provided for informational and educational purposes only. It does not constitute tax, legal, or financial advice. The rules presented are general in nature and may not apply to your personal situation. Consult a qualified professional (chartered accountant, tax lawyer, wealth management adviser) for any tax decision. Fidencia.tax is a filing assistance tool and does not replace professional advice.

Legal references: CGI article 163 bis G (as amended by LF 2025, art. 92 and LF 2026, art. 25); 2026 DGFiP Income Tax Guide p. 113 and pp. 149–154; BOI-RPPM-PVBMI.