BSPCE: The 2026 Finance Act finally adapts the scheme for scale-ups

The 2026 Finance Act modernizes Article 163 bis G of the French General Tax Code (CGI) and introduces long-awaited changes to the BSPCE (« Bons de Souscription de Parts de Créateur d’Entreprise ») scheme, a key tool for talent incentivization, particularly in startups.

These measures will apply to BSPCEs granted as of January 1, 2026.

1. Extension to sub-subsidiaries

BSPCEs can now be granted to employees and executives of sub-subsidiaries, provided that the issuing company holds at least 75% (directly or indirectly) of the capital or voting rights.
➡️ An evolution aligned with the reality of structured corporate groups.

2. Easing of the capital ownership condition

The minimum ownership threshold by natural persons (individuals) is reduced from 25% to 15%.
➡️ Companies majority-owned by investment funds (up to 85%) will remain eligible. This is a welcome adaptation to the logic of successive funding rounds.

3. Clarification on seniority

When determining the applicable tax regime, all periods of service within the issuing company, a subsidiary, or a sub-subsidiary will be taken into account.
➡️ Greater legal certainty for intra-group career paths.

In summary: A more flexible regime, better aligned with the structure of scale-ups, and more attractive for the innovation ecosystem.

A key point of focus for legal and finance departments as they prepare their 2026 equity plans.

(Reference: French Finance Act for 2026 – Law No. 2026-103 of 19 February 2026, Article 25, amending Article 163 bis G of the French General Tax Code)