BSPCE, BSA and BSA Air: understanding the differences

Full definition

BSPCE: interest eligible beneficiaries in capital. The warrant is granted free of charge, but subscribing for the shares requires payment of the exercise price. Holding a warrant does not yet mean owning a share.

BSA: organize access to capital. Joint stock companies may issue these securities. An SARL cannot issue BSAs on its own shares. The price of the bond, the price of the shares and the exercise conditions must be distinguished.

BSA Air: receive an investment before a future round. The contract determines the exercise events and the conversion formula, which may include a discount or valuation limits. This is not a free allocation of shares to an employee.

Conditions for granting BSPCEs

Eligibility depends in particular on the corporate form, the age of the company, its tax regime, its shareholding and the status of the beneficiary. The rules provide for special cases for certain listed companies, restructurings and subsidiaries. The finance law for 2026 modified the scope of the system.

Before an allocation, have the conditions applicable on its date checked by your legal advisor. The BOFiP on the scope of BSPCE details these conditions.

Calculation formula

Emission-related dilution = new shares / (existing shares + new shares) × 100. To reason on fully diluted capital, also add the other instruments giving access to capital and the planned reserves.

Fictional example: 100,000 shares exist and 10,000 new shares are created. The new shares represent 9.09% of the total after issue, in the absence of any other instrument. For an Air BSA, the number of shares depends on the contractual formula: test several valuations and tower sizes.

Why it matters

A plan allows discussion of compensation, loyalty and value sharing. It is necessary to explain the price to pay, the exercise conditions, the dilution and the absence of guaranteed liquidity.

Taxation: do not confuse seniority and length of ownership. For securities subscribed from 2025, the plan distinguishes between an exercise gain and a sale gain. The grant date, exercise date, seniority of the beneficiary and social security contributions must be examined. An isolated rate of 12.8% does not describe the total charge. Check out the rules published by the DGFiP with your tax professional.

Attribution benchmarks

There is no universal percentage to assign to each position. Size the plan based on planned recruitment, total compensation, fully diluted capital and planned financing.

The CFO prepares dilution and cash flow scenarios; legal advice secures the instrument and its clauses. Find the preparation steps in our financial due diligence checklist.

Limits and pitfalls

Departure of a beneficiary. The rights retained, the exercise deadlines and the departure clauses depend on the plan and their legal validity. A departure does not automatically produce the same result in all plans.

No next round. An Air BSA must provide for situations where the expected financing does not occur, as well as other liquidity or maturity events.

Incomplete tracking. Keep issuance decisions, allocations, exercises and a capitalization table up to date. To prepare a demonstration, see the sheets Carta and Equify. Our support for fundraising helps structure the necessary financial data.

FAQ

BSPCE vs BSA Air? BSPCEs are used to interest eligible beneficiaries in capital. The BSA Air is a financing instrument subscribed to by an investor. It does not correspond to free shares.

How many BSPCE should be awarded? The number depends on the remuneration policy, recruitment and acceptable dilution. No percentage is right for every business.

Tax regime? It depends in particular on the allocation and exercise dates, seniority and types of earnings. Check the applicable rules and levies with a tax professional.

Can an SARL grant BSPCEs? No. BSPCEs assume a joint stock company meeting the legal conditions. An SARL cannot issue BSAs on its own shares.

What happens if the employee leaves before the end of the vesting? It is necessary to examine the acquired rights, the exercise deadlines and the departure clauses provided for in the plan; the consequences are not automatic.

Sources consulted on September 13, 2026

Commercial Code, article L. 228-91: transferable securities giving access to capital.

BOFiP: adjustments to the BSPCE regime in 2026.

France Digitale: good seed fundraising practices, including BSA Air.