BSPCE Eligibility Conditions 2026: Who Can Issue, Who Can Receive

A BSPCE plan that ignores the eligibility conditions is not a tax-efficient plan — it is an invalid one. The conditions are precise, cumulative, and continuous, and the 2026 Finance Act moved two of them. This guide is the conditions, stated carefully and hedged, because this is squarely an adviser question.

TL;DR

• Issuer: a société par actions (SA/SAS/SCA); not listed or market cap < €150M; registered < 15 years; subject to IS in France; held directly and continuously by individuals to a minimum threshold.
• Threshold lowered 25% → 15% by the loi de finances 2026 (helps fund-heavy startups) — 25% = pre-2026, 15% = LF 2026; do not conflate.
• LF 2026 extends the perimeter to sub-subsidiary (sous-filiale) employees/officers.
• Tax reform: loi de finances pour 2025 (loi n° 2025-127 du 14 février 2025, art. 92), new rules from 15 Feb 2025 (gain d'exercice vs gain net de cession).
• Conditions are cumulative and several are continuous — eligibility can be lost after a round/age/listing/restructure.
• Adviser-confirmed, French-specific (BOFiP ACTU-2025-00124 / BOI 14758-PGP) — not from a summary.

The issuer conditions

Broadly, the issuing company must:

Each condition is precise and cumulative — failing one disqualifies the issuance. Confirm with French counsel; do not infer eligibility from a summary table (including this one).

The 2026 ownership-threshold change

The loi de finances 2026 lowered the minimum proportion of capital held directly and continuously by individuals from 25% to 15%. This is favourable to startups that have raised several funding rounds and become majority fund-held, which previously risked breaching the 25% condition. Critically: 25% was the pre-2026 rule; 15% is the loi de finances 2026 position — the two must not be conflated, and the applicable year's rule must be checked for the situation at hand. Stating one as the other is a YMYL error.

The 2026 perimeter extension

The loi de finances 2026 also extended the BSPCE perimeter to employees and officers of sub-subsidiaries (sous-filiales) of the issuing company — not only the issuer's own staff and direct-subsidiary staff. This widens the eligible population for a group's BSPCE plan, but the conditions and the precise scope of the extension are technical and must be confirmed with counsel for the specific group structure.

When the tax rules took effect

The loi de finances pour 2025 (loi n° 2025-127 du 14 février 2025, art. 92) reformed the regime; the new tax treatment applies to gains realised on a disposal, buy-back, redemption or cancellation of the securities from 15 February 2025, distinguishing the gain d'exercice from the gain net de cession (see BSPCE vs token grants). The loi de finances 2026 then made the ownership-threshold and perimeter changes above. Always identify which year's rule applies to the event — LF 2025 (tax mechanics) vs LF 2026 (threshold/perimeter).

Eligibility is continuous, not one-off

Several conditions are continuous: the individual-ownership threshold must be met directly and continuously, and the fifteen-year age limit runs over time. So an issuer can become non-eligible after a funding round, crossing the age threshold, a listing, or a structural change. BSPCE eligibility is monitored over the life of the plan, not just at adoption — confirm and track with counsel.

Practical guidance

1. Check all issuer conditions (SA/SAS/SCA, <€150M/unlisted, <15yr, IS France, individual-ownership threshold) — cumulative.
2. Apply the right year's threshold — 25% (pre-2026) vs 15% (LF 2026); never conflate.
3. Consider the LF 2026 sub-subsidiary extension for group plans.
4. Apply the LF 2025 tax mechanics (from 15 Feb 2025; gain d'exercice vs gain net de cession).
5. Monitor eligibility continuously — it can be lost post-round/age/listing/restructure.
6. Confirm everything with a French avocat fiscaliste / expert-comptable — adviser question.

How vendor tools relate to BSPCE eligibility

Toku and Liquifi administer equity/token plan data but do not determine BSPCE legal eligibility. Confirm any tool can track the continuous conditions (ownership %, company age) as monitoring inputs — the eligibility determination itself is a counsel question under the precise loi/BOFiP texts.

How Wag3s helps

Wag3s HR tracks the cap-table and plan data — individual-ownership proportion, company age, beneficiary population — as continuous monitoring inputs to a BSPCE plan, with an audit trail, while the eligibility determination and the LF 2025/LF 2026 application stay counsel-confirmed under the precise French texts. See the HR product page.

Further reading

• BSPCE vs Token Grants for French Web3 Startups
• Token Compensation Accounting: IFRS 2 or IAS 19?
• Token Vesting & Cliff Accounting
• Web3 Employee Token Grant Structuring
• Crypto Payroll Compliance
• Web3 Payroll Guide

Sources

• BSPCE issuer conditions — société par actions (SA/SAS/SCA); unlisted or market cap < €150M; registered < 15 years; subject to IS in France; minimum proportion held directly and continuously by individuals
• Loi de finances 2026 — individual-ownership threshold lowered 25% → 15%; BSPCE perimeter extended to sub-subsidiary (sous-filiale) employees/officers (25% = pre-2026; 15% = LF 2026 — distinct, applicable-year check)
• Loi de finances pour 2025 — loi n° 2025-127 du 14 février 2025, art. 92; BOFiP ACTU-2025-00124 / BOI 14758-PGP; new tax rules apply to gains from 15 February 2025 (gain d'exercice vs gain net de cession)
• Conditions cumulative and several continuous (ownership/age) — eligibility monitored over the plan's life; French-specific, adviser-confirmed