BSPCE vs Token Grants for French Web3 Startups

A French Web3 founder asking "should we give the team BSPCE or tokens?" is comparing two structurally different instruments, not two flavours of the same thing. One is a defined statutory regime with a known tax outcome; the other is crypto-asset compensation with no bespoke wrapper. This article is scoped narrowly to that French choice: how the BSPCE regime differs from a token grant, what the 2025 reform changed, and why eligibility is a question for counsel. For the wider design of a token grant itself, see the employee token grant structuring guide.

The distinction in brief

• A BSPCE is a French statutory equity-warrant regime with strict issuer and beneficiary conditions and a defined personal-tax treatment.
• A token grant is crypto-asset compensation with no bespoke standard; its accounting runs through the IFRS 2 vs IAS 19 scope question.
• The two are not interchangeable: they carry different legal, tax, accounting, and dilution consequences.
• The 2025 Finance Act (loi n° 2025-127 du 14 février 2025, art. 92) reformed the BSPCE regime, with new rules applying from 15 February 2025 and a split between the gain d'exercice and the gain net de cession.
• The 2026 Finance Act lowered the individual-ownership threshold from 25% to 15% and extended BSPCE to sub-subsidiary staff.
• The choice is a structuring decision, not a default. Confirm eligibility and treatment with French counsel.

Two different instruments

They solve different problems (equity upside in a qualifying French company versus protocol-token incentives) and are not substitutes.

The BSPCE regime after the 2025 reform

The loi de finances pour 2025 (loi n° 2025-127 du 14 février 2025, art. 92) reformed the BSPCE regime. The new rules apply to gains realised on a disposal, buy-back, redemption or cancellation of the securities from 15 February 2025. The reform distinguishes two gains:

• the gain d'exercice, which is the value of the securities at subscription minus the exercise price;
• the gain net de cession, which is the capital gain on resale.

For BSPCE subscribed since 1 January 2025, the avantage salarial is broadly taxed at a 12.8% income-tax forfait (roughly 30% including social levies), or at the progressive scale on option. These are precise, technical points set out in the BOFiP commentary (ACTU-2025-00124, BOI-RSA-ES-20-40-40). Confirm the specifics with a French adviser, and note that this is the 2025 position, distinct from the 2026 changes below.

Issuer and beneficiary conditions

Broadly, the issuer must be a société par actions (SA, SAS or SCA) that:

• is not listed, or has a market capitalisation below €150 million;
• is registered for less than fifteen years;
• is subject to corporate income tax in France;
• is held directly and continuously, to at least a defined threshold, by individuals.

The 2026 Finance Act lowered that individual-ownership threshold from 25% to 15% and extended the BSPCE perimeter to employees and officers of sub-subsidiaries, which helps startups after several funding rounds. The 2025-versus-2026 distinction matters: state which applies and confirm eligibility with counsel.

Why the choice matters

BSPCE is a defined regime with conditions, deadlines, and a known tax outcome. A token grant has no equivalent wrapper, and its treatment is jurisdiction- and arrangement-specific. Choosing a token grant where a BSPCE was intended forfeits the BSPCE regime; choosing BSPCE for a non-qualifying company or population is invalid. The decision drives dilution, tax, accounting (IFRS 2 vs IAS 19), and compliance. It is a structuring decision for advisers, not a default to assume.

Practical guidance

1. Treat BSPCE and token grants as different instruments, never interchangeable.
2. For a BSPCE, confirm the issuer and beneficiary conditions (SA/SAS/SCA, unlisted or below €150M, under fifteen years, corporate income tax in France, the ownership threshold).
3. Apply the 2025 regime (from 15 February 2025; gain d'exercice versus gain net de cession) and the 2026 threshold and perimeter changes, keeping them distinct.
4. For token grants, run the IFRS 2 vs IAS 19 scope question separately.
5. Confirm the structure with a French avocat fiscaliste or expert-comptable.
6. Document the chosen instrument and its basis for audit and the cap table.

Choosing an administration tool

A tool administers a BSPCE plan or a token-grant programme; it does not decide whether a BSPCE is the right instrument or whether your company qualifies. Those are counsel questions. When you evaluate one, check that it can:

• represent BSPCE and token grants as distinct instruments, rather than collapsing them into a single "equity" record;
• hold the documentation each needs (subscription terms and exercise price for a BSPCE; grant, vesting and reference value for a token grant);
• keep the vesting and cap-table data in a form your expert-comptable can reconcile.

Platforms such as Toku and Liquifi administer token grants, vesting and token payroll, but none of them is a substitute for the BSPCE legal structuring itself.

Where Wag3s fits

Wag3s HR administers token-grant vesting and crypto payroll with the records and audit trail a French Web3 startup needs alongside its BSPCE plan, keeping the token-grant accounting (IFRS 2 versus IAS 19) and the cap-table and vesting data clean. The BSPCE eligibility analysis and the instrument choice itself remain decisions for a French avocat fiscaliste or expert-comptable; Wag3s supports that adviser's work rather than replacing it. See the HR product page.

Further reading

• Token Compensation Accounting: IFRS 2 or IAS 19?
• Token Vesting & Cliff Accounting
• BSPCE Eligibility Conditions 2026
• Web3 Payroll Guide
• Token Vesting Accounting
• Web3 Employee Token Grant Structuring

Sources

• Légifrance — LOI n° 2025-127 du 14 février 2025 de finances pour 2025, and article 92, which reforms the BSPCE regime for securities subscribed from 1 January 2025.
• BOFiP — ACTU-2025-00124, the administration's announcement of the BSPCE changes made by the 2025 Finance Act (gain d'exercice versus gain net de cession).
• BOFiP — BOI-RSA-ES-20-40-40, the tax regime and reporting obligations for shares subscribed through BSPCE exercise from 1 January 2025 (12.8% forfait, roughly 30% with social levies, or the progressive scale on option).
• IFRS — IFRS 2 Share-based Payment and IAS 19 Employee Benefits: the scope question for a token grant, which (unlike a BSPCE) has no bespoke standard. See the token compensation accounting article.

The 2026 individual-ownership threshold change (25% to 15%) and the extension to sub-subsidiary staff should be confirmed against the relevant 2026 Finance Act provisions with French counsel, as they are distinct from the 2025 reform above.