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Selling shares · France

Selling startup shares in France: BSPCE, approval and tax

France leans on BSPCE and other tax-advantaged instruments. Here’s what you hold, what the pacte d’associés controls, and how the flat tax (and the BSPCE 3-year rule) works.

France has some of Europe’s most developed startup-equity instruments — and the one you hold, especially BSPCE, changes both how you sell and how you’re taxed.

What do you hold? BSPCE, options, or free shares

What controls a transfer

In an SAS, the by-laws (statuts) and the pacte d’associés usually contain an approval clause (agrément) and a pre-emption right (droit de préemption). As elsewhere, you typically offer internally or seek approval first, then complete with your buyer.

Tax when you sell (directional)

Capital gains are generally taxed under the flat tax (PFU / “flat tax”) at 30% (12.8% income tax + 17.2% social levies). For BSPCE, the treatment depends on your seniority: with 3+ years at the company the gain is generally taxed at the favourable flat rate; with less than 3 years a higher rate applies. Rates and thresholds change — confirm with a French adviser.

The French gotcha: BSPCE seniority (the 3-year mark) materially affects your tax, and the pacte d’associés usually requires agrément and respects a droit de préemption. Check both your BSPCE terms and the pacte before you sell.

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Questions people ask

Can I sell my startup shares in France?
Often yes. In an SAS (the usual French startup form), shares transfer relatively freely, subject to the by-laws (statuts) and the shareholders' agreement (pacte d'associés), which usually include an approval clause (agrément) and a pre-emption right (droit de préemption). BSPCE and options are exercised into shares before selling.
How is a startup share sale taxed in France?
Capital gains are generally taxed under the flat tax (PFU) at 30% — 12.8% income tax plus 17.2% social levies. For BSPCE, the rate depends on seniority: 3 or more years at the company generally gives the favourable flat treatment, while less than 3 years is taxed at a higher rate. Rates change, so confirm with a French tax adviser.
What is BSPCE and how does it affect selling?
BSPCE (Bons de Souscription de Parts de Créateur d'Entreprise) is France's tax-advantaged startup equity instrument. You exercise BSPCE to acquire shares, then sell the shares. The tax on the eventual gain depends on your seniority at the company (a 3-year threshold matters), so your holding period affects your net outcome — check your BSPCE terms before selling.

General information only — not financial, tax or legal advice, and not a substitute for advice from a qualified local professional. Tax rates and rules change and depend on your personal circumstances; the figures here are directional and simplified. Check your own share/option agreements and take local advice before selling. PrivateTechShares makes introductions only: it is not a broker, does not hold funds, and does not execute or advise on transactions.