The Finance Act amends the tax treatment of startup founder share subscription warrants (BSPCE).

Until now, gains realized on the sale of securities were subject to the single flat-rate withholding tax (PFU) at a rate of 30% if the beneficiary had been with the organization for more than three years at the time of the sale, and at the income tax and social security contribution rates, totaling 47.2%, otherwise.

This one-time gain was equal to the difference between the sale price of the securities resulting from the exercise of the BSPCE and their subscription price.

• The 2025 Finance Act: now distinguishes between gains on acquisition and gains on disposal, which will be treated differently:

• • Acquisition gain, defined as the difference between the value of the securities at the time of subscription and the exercise price of the BSPCE options: taxation remains the same as before, i.e., 30% or 47.2%, depending on whether or not the beneficiary has three years of service.

• • Capital gain on sale, defined as the difference between the sale price of the securities and their value at the time of subscription: in our view, this should be taxed under the same new conditions as other management package instruments, specifically based on the performance of the issuing company. Partly as a capital gain subject to the flat tax under certain conditions, and partly as wages.

• These new rules apply to subscriptions for securities resulting from the exercise of BSPCE options that occur on or after January 1, 2025. They therefore apply, in particular, to BSPCE options that had already been granted prior to that date but had not yet been exercised .

• There had been some hesitation regarding the inclusion of BSPCEs—and the securities resulting from their exercise—in a PEA. From now on, it is prohibited by law to include BSPCE options and securities subscribed for through the exercise of BSPCE options in a savings plan (PEA, PEI, PERCO, PEE).

• Application: BSPCE shares granted or exercised on or after October 10, 2024. Shares issued through the exercise of BSPCE options and deposited in an employee savings plan (PEE) prior to that date may be withdrawn from the plan, provided that an equivalent amount of cash is deposited into the PEE within two months of the withdrawal.