Glossary · Funding instruments · Updated
A BSA, or share subscription warrant, gives its holder the right to buy shares at a price fixed in advance, for a set period. Unlike a BSPCE it is not restricted to employees: it is used to compensate an advisor or a contractor, or to structure a financial transaction.
The BSA is the most flexible instrument in the family, precisely because no condition attaches to who the holder is. A company can grant them to an adviser, a commercial partner, an investor alongside their investment, or a non-salaried director who cannot receive a BSPCE.
That flexibility has a price: a BSA must be bought. The holder pays a subscription price, modest but real, corresponding to the warrant's theoretical value. Without that payment the grant would be treated as a benefit given for nothing, with the tax consequences that follow.
Choosing between BSA and BSPCE hardly arises when both are available. The BSPCE is markedly more favourable to the holder on tax and costs nothing up front, which makes it the natural tool for employees. The BSA takes over as soon as the BSPCE conditions are not met, whether by the company or by the person.
Example: warrants granted to an advisor
A startup compensates an advisor who opens their commercial network, without employing them.
| Recipient | Non-salaried advisor, 2 days a month |
|---|---|
| Warrants granted | 5,000 |
| Subscription price of the warrant | €0.10 each, €500 in total |
| Strike price | €5.00 per share |
| Exercise window | 5 years |
| Vesting | 2 years, quarterly |
| Cost to exercise if fully vested | 5,000 × €5.00 = €25,000 |
| Sale proceeds if shares are worth €20 | €100,000 |
| Gain before tax | €100,000 − €25,000 − €500 = €74,500 |
The €500 paid up front looks symbolic but is legally structural: without it, the tax authority can recharacterise the grant as a benefit given for nothing.
The common mistake
Granting warrants to an advisor with no vesting. Once vested, the person has no further obligation to contribute, and three years later you find a shareholder on the cap table who rendered two services at the start.
Frequently asked questions
What is the difference between a BSA and a BSPCE?+
The BSPCE is restricted to employees and directors of eligible young companies, costs nothing at grant and carries favourable tax treatment. The BSA is open to anyone including non-employees, but must be purchased at its value and falls under ordinary tax rules.
Why does a BSA have to be paid for?+
Because a warrant giving the right to buy at a fixed price has economic value in itself. Granting it for free would be conferring a benefit for nothing, exposing both company and holder to recharacterisation. The subscription price settles that question.
Related terms
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