France proposes BSPCE relief when shares fall after exercise

Amendment I-1445 appears as Article 4 decies in the Assembly’s provisional integrated text after first-reading deliberations. It remains a proposal: the Finance Bill has not completed Parliament, and the Assembly document expressly says that only the later petite loi will be authentic.^[1][2]

The existing BSPCE split

Bons de souscription de parts de créateur d’entreprise, or BSPCE, are warrants used by eligible growth companies to give employees and qualifying office-holders access to equity. Article 92 of the 2025 Finance Act revised their treatment for shares subscribed on exercise from 1 January 2025. Article 163 bis G now separates a salary advantage—broadly, the share value at exercise less the subscription price fixed when the warrant was granted—from the later disposal gain, calculated by reference to the exercise-date value.^[3][4]

The proposal addresses a post-exercise fall

That split can produce a mismatch if shares lose value after exercise: the salary advantage remains measured at the earlier exercise-date value while the subsequent sale generates a capital loss. The current BSPCE provision lacks the express loss-offset mechanism used for qualifying stock options and free-share awards under Articles 80 bis and 80 quaterdecies.^[2][3][5][6]

Loss relief would be capped and non-duplicative

Article 4 decies would add a sentence to Article 163 bis G(I bis). If BSPCE shares are sold for less than their value on the exercise date, the resulting loss would reduce the taxable salary advantage, but only up to the amount of that advantage. The same amount could not also be used as a capital loss under Article 150-0 D(11), preventing double relief; any excess would remain governed by the ordinary capital-loss rules.^[1][2]

Draft application reaches back to 2026 disposals

The proposal would apply to shares sold from 1 January 2026 where they were subscribed from 1 January 2025 through BSPCE exercise. French issuers and multinational groups with eligible French entities should identify affected exercises and sales, retain exercise-date and disposal valuations, and model payroll and individual tax effects. No return or payroll position should rely solely on the amendment until enactment and final transitional wording are confirmed.^[1][3]