Employee shareholding
Exercising BSPCE Options: Instructions
How and why should you convert your BSPCEs into actual shares? We'll explain everything!
BSPCE and Fundraising
How can a BSPCE offering be used as a selling point to convince investors during a fundraising campaign?
Laure Prohom
Jun 25, 2026
Funding is an essential part of a startup’s life. Whether to finance the launch of a project or the expansion of a business, many startups turn to fundraising: this process involves increasing the company’s capital through contributions from investors.
During funding rounds, it is common to set aside a pool of BSPCE , which can be allocated to certain employees, executives, or managers. The goal is to align their interests with the company’s performance while allowing them to maximize their returns upon exit.
When raising capital, how can you incorporate the allocation of BSPCE into the roadshow? How can you use it as a selling point to convince investors? Here are the key points to know.
Key takeaways 💡
BSPCE are an equity incentive mechanism that gives the right to subscribe for shares at a price set in advance. In a fundraising round, an employee option pool (BSPCE pool) reassures investors because it helps attract, motivate, and retain the team, thereby de-risking execution of the growth plan.
To make it a strong argument, you need to be clear on 3 points:
- Pool size and dilution: How much of the cap table is reserved?
- Grant and vesting rules: How and when do the shares vest?
- Exercise price: Is it consistent with the company’s valuation?
BSPCE: A Tool for Encouraging Investment in Share Capital
Attracting and retaining talent is a critical challenge for innovative startups. To achieve this, many turn to employee stock ownership programs. Among the most commonly used mechanisms are stock option plans for company founders (BSPCE).
BSPCE are governed by specific rules set forth, in particular, in Article 163 bis G of the Tax Code. In practice, these warrants grant the right to subscribe to shares at a predetermined price. Once the shares are subscribed, the beneficiaries become shareholders and acquire the rights attached to that status (voting and/or financial rights, depending on the class of shares).
For employees and executives, the benefit lies in the potential to realize a capital gain upon the sale of the shares if the company’s value increases. For the company, issuing BSPCE warrants allows it to reward and motivate employees at a cost often perceived as more sustainable than an immediate bonus, while aligning interests over the long term. It is also possible to utilize other employee stock ownership plans.
How can a BSPCE offering be used as a selling point to convince investors during a fundraising round?
Investors pay close attention to the team behind a company seeking funding. A strong, loyal, and committed team is a key factor for success, even more so than the quality of the product or service and the relevance of the market.
When granting BSPCE options, the goal is to build employee loyalty and incentivize high performance. In fact, recipients can only expect to realize a gain upon the sale of their shares if the company increases in value. It is therefore in their best interest to be fully invested in the company’s growth.
💡 The granting of these warrants is often contingent on a minimum length of service with the company, and sometimes on performance targets (a common practice, to be evaluated on a case-by-case basis).
Issuing BSPCE options thus aligns the interests of founders, employees, and investors toward a single goal: increasing the company’s value.
BSPCEs also enable the issuing companyto attract new talent. Investors generally look at the startup’s recruitment strategy and its ability to attract high-potential candidates to support its growth.
Finally, implementing a BSPCE grant plan can be less costly for the company than certain immediate compensation mechanisms, particularly because there is not necessarily a cash outlay at the time of grant (the main impact is potential dilution over time, and the administrative and legal burden).
- The warrants are granted to beneficiaries free of charge.
- The tax treatment applicable to gains from BSPCE is specific, with a distinction between “gains from exercise” and “gains from sale” that helps avoid confusion.
How should the allocation of BSPCE shares be incorporated into the road show?
The roadshow is a crucial step in the fundraising process. It’s an opportunity for the startup to present its project to potential investors. The goal is to convince investors to join the entrepreneurial venture using a clear pitch deck and to build a relationship of trust.
💡Here’s an article listing the essential information for building a compelling pitch deck.
Keep in mind that investors are looking for profitability. With this in mind, the BSPCE allocation plan can be a useful argument for supporting valuation prospects, provided it is presented in a simple, transparent, and quantified manner (dilution).
To do this, founders should highlight the following points during their pitch:
- BSPCEs are a way to retain employees and executives and build a team committed to the company over the long term.
- They motivate employees to fully commit to the company in order to achieve its goals.
- They are a way toattract new talent and strengthen the existing team, which can support growth.
- Implementing a BSPCE grant plan has a limited short-term financial impact on the company, but must be planned for in terms of dilution and corporate governance.
At Equify, we support you throughout the BSPCE grant process (organizing the grant plan, drafting legal documentation, exercising options, and subscribing to the underlying shares, etc.).
We also make it easy for you to execute your fundraising: organizing and sharing your corporate documentation as part of the due diligence process, signing your documentation (shareholder agreements, subscription forms, etc.), and updating your corporate records.
Conclusion
In a fundraising round, BSPCEs are not just an “HR tool”: when presented effectively, a BSPCE pool signals alignment and serves as a lever for executing a growth strategy (recruitment, retention, performance).
Next step:
- clarify the size of the pool and its governance,
- prepare a dedicated slide and an investor FAQ,
- confirm legal and tax matters with official sources.
To take things a step further, you can also refer to the official documentation and seek assistance with the operational implementation.
Sources
1. Article 163 bis G of the Tax Code
3. BSPCE Reform
Do BSPCE dilute founders?
Yes, potentially: dilution mainly occurs when BSPCE are exercised and new shares are issued. In practice, investors often look at the cap table on a “fully diluted” basis (i.e., including the pool).
When is the right time to create a BSPCE pool: before or during the round?
Very often, the pool is negotiated as part of the fundraising round (before closing) so the investor knows exactly what dilution they are funding. The right answer depends on the negotiation (pre-money vs. post-money, size of any existing pool, upcoming hires).
Can you grant BSPCE to consultants or advisors?
In principle, BSPCE are intended for people connected to the company (employees and corporate officers treated as employees), and can also cover certain people at subsidiary level and within certain bodies, depending on the scheme’s conditions. In practice, if an “advisor” is not an employee/corporate officer treated as an employee, companies often use another mechanism instead, such as BSA (warrants).
What is the most sensitive point for an investor regarding BSPCE?
Generally: the size of the pool, the grant governance (risk of “out-of-scope” grants), and whether the exercise price is consistent with the most recent valuation of equity transactions. A common watch-out: if a capital increase occurred in the 6 months prior to the grant, the exercise price follows a specific framework.
Are BSPCE “always” the best employee equity tool?
Often, it’s a very popular instrument—but it isn’t always possible (ineligible companies, groups, older companies, international cases, etc.). It should be compared with other mechanisms (BSA, AGA/free shares, stock options, etc.) on a case-by-case basis.