BSPCE vs Token Grants for French Web3 Startups

A French Web3 founder asking "should we give the team BSPCE or tokens?" is asking about two structurally different instruments, not two flavours of the same thing. One is a defined statutory regime; the other has no bespoke wrapper. This guide is the distinction and why it is an adviser decision.

TL;DR

• BSPCE = a French statutory equity-warrant regime (strict issuer/beneficiary conditions, defined personal-tax treatment).
• Token grant = a crypto-asset compensation arrangement with no bespoke standard (accounting per IFRS 2 vs IAS 19).
• Not interchangeable — different legal, tax, accounting, dilution consequences.
• BSPCE reformed by LF 2025 (loi n° 2025-127 du 14 février 2025, art. 92); new rules apply from 15 Feb 2025; gain d'exercice vs gain net de cession.
• LF 2026 lowered the individual-ownership threshold 25% → 15% and extended BSPCE to sub-subsidiary staff.
• An adviser/structuring question — not a default; confirm eligibility and treatment with French counsel.

Two different instruments

They solve different problems (equity upside in a qualifying French company vs 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:

• the gain d'exercice — value of the securities at subscription minus the exercise price;
• the gain net de cession — 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 (about 30% including social levies) or, on option, at the progressive scale. These are precise, technical points (BOFiP ACTU-2025-00124 / BOI 14758-PGP) — confirm with a French adviser, and note this is the LF 2025 position, distinct from LF 2026 below.

Issuer and beneficiary conditions

Broadly, the issuer must be a société par actions (SA, SAS, 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 loi de finances 2026 lowered that individual-ownership threshold from 25% to 15% and extended the BSPCE perimeter to employees and officers of sub-subsidiaries — favourable for startups after several funding rounds. The LF 2025 vs LF 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 — 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 BSPCE, confirm the issuer/beneficiary conditions (SA/SAS/SCA, <€150M/unlisted, <15yr, IS France, ownership threshold).
3. Apply the LF 2025 regime (from 15 Feb 2025; gain d'exercice vs gain net de cession) and the LF 2026 threshold/perimeter changes — keep 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 / expert-comptable — adviser decision.
6. Document the chosen instrument and its basis for audit and the cap table.

How vendor tools handle this

Toku and Liquifi administer token grants/vesting and token payroll; they are not a substitute for BSPCE legal structuring. Confirm any tool treats BSPCE and token grants as distinct and supports the documentation each needs — the instrument choice and BSPCE eligibility are counsel questions, the tool handles administration.

How Wag3s helps

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 token-grant accounting (IFRS 2 vs IAS 19) and the cap-table/vesting data clean, while the BSPCE legal regime stays a counsel-confirmed structure. 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

• BSPCE regime reform — loi de finances pour 2025, loi n° 2025-127 du 14 février 2025, art. 92; BOFiP ACTU-2025-00124 / BOI 14758-PGP (new rules apply to gains from 15 February 2025; gain d'exercice vs gain net de cession; ~12.8% forfait/≈30% with social levies or barème on option)
• BSPCE issuer conditions — société par actions (SA/SAS/SCA), unlisted or market cap < €150M, registered < 15 years, IS in France, minimum individual-ownership threshold
• Loi de finances 2026 — individual-ownership threshold lowered 25% → 15%; BSPCE perimeter extended to sub-subsidiary employees/officers (LF 2025 vs LF 2026 distinct; adviser-confirm)
• Token grants have no bespoke standard — accounting per IFRS 2 / IAS 19 scope (see token compensation accounting)