Tax law
Our Experts in DAF Magazine | The Understated Appeal of Stock Options: Benefits Worth Revisiting!
Published on 01/09/2026
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The Understated Appeal of Stock Options: Benefits Worth Revisiting!
Incentive schemes shape the relationship between performance and compensation. From startups to large corporations, they define employee retention strategies.
The first in a series of four articles dedicated to these profit-sharing mechanisms: stock options. Between taxation, valuation, and case law, an effective tool for optimizing gains and limiting risk.
The proceeds from the sale, which are subject to minimal taxation—only the flat tax rate of (just) 30% and no social security contributions—increase accordingly.
Such a stock option strategy is particularly attractive in corporate groups, with a mechanism comparable to project-based profit-sharing. Thus, the launch of a new business through the creation of a subsidiary company—which is the subject of the options—strongly incentivizes key managers of the
Often overlooked due to high mandatory deductions, stock options under qualifying plans
(1), compared to free shares (30% employer contribution), offer the advantage of attractive tax and social security deductions, as they are taxed at a reduced rate if granted at the very start of operations of the company subject to the options.
Tax and Social Security Regime for Stock Options
The capital gains tax regime (the difference between the actual value of the shares on the date the options are exercised and their exercise price, i.e., their subscription price deemed to reflect their market value on the grant date) is unattractive. First, income tax (IRPP) at a progressive rate of up to 45%, classified as wages, payable upon the sale of the shares. Second, a specific double social contribution: an employer’s share, at a rate of 30%, calculated on 25% of the value of the shares, due upon grant, and an employee’s share, at a rate of
10%, due upon the sale of the shares.
In contrast, the capital gain on the sale (the difference between the sale price and the share’s value on the day the option is exercised) is taxed solely at the fixed rate of the single tax levy (PFU), at 30% (the sum of the capital gains tax on securities and the CSG on investment income, at rates of 12.8% and 17.2%). In the event that shares are sold at a price lower than their value on the option exercise date, this capital loss is deductible from the option exercise gain.
Optimization if granted early in the company’s development
Granting options very early in the development of the company underlying the stock options, when the enterprise value is still low, will automatically limit the capital gain on acquisition.
Consequently—if the total gain remains unchanged—the portion of the total gain corresponding to the capital gain on acquisition, which is heavily taxed, is reduced, while, by contrast, the capital gain on success of the new business.
Granting options from the outset of the business, at a time when the value of the underlying company is necessarily limited, with a low exercise price and a short vesting period, will favor a limited tax base.
Furthermore, to make the mechanism attractive to both parties, a progressive vesting schedule will be imposed on key executives to retain and motivate them over a minimum period (the time estimated to reach profitability), but without making the continued validity of the options contingent on the continuation of their employment contract (or term of office) with the company. In other words, once the years of progressive vesting—linked to the high managerial commitment of the early years—have passed, there will not (necessarily) be a requirement to remain with the company until departure.
Tax neutrality of intercalary transactions and the contribution-transfer technique
Certain types of transactions equivalent to a sale (of shares resulting from the exercise of options) are classified as intermediate transactions for the purposes of capital gains tax liability: these exchange transactions, although they constitute a transfer—that is, an event that would normally trigger immediate taxation of the capital gain—benefit from a deferral of taxation on the capital gain until the shares received in exchange (in consideration for the shares surrendered in the exchange and resulting from the exercise of options) are sold.
These tax-neutral intermediate transactions are share exchanges (resulting from the exercise of options) arising from public offerings, mergers, demergers, splits, or consolidations.
However, this does not include the contribution of shares (resulting from options) to a holding company, which terminates the deferral of taxation on the capital gain, making it taxable.
However, the taxation triggered by such a contribution would be financially manageable for the contributing employee/executive if the grant and exercise of the options occur early in the business’s life, before it takes off, as this results in a low capital gain on acquisition.
In terms of timing, this contribution-and-transfer strategy is best executed just before the exit: the cash received by the employee’s holding company (shortly beforehand) will finance the advance payments on the acquisition gain due (recovered in year n+1). Furthermore, the employee/executive may retain a portion of the shares directly to finance the mandatory withholdings related to the capital gain on those shares that have become taxable (due to the sale of his shares by him and by his holding company).
Actual impact of the legalization of “ management packages ” ?
For sales and similar transactions carried out since February 15, 2025, the stock option regime is combined with the new regime for gains from management package instruments(2), which also applies to stock options on capital gains from sales, even if they are a regulated employee share ownership tool.
Capital gains on acquisition, however, are not covered a logical exclusion since the tax and social security regime for capital gains on the acquisition of options is similar to that of management packages (for the portion of the gain exceeding three times the value of the company at the time the management package was granted).
The BOFiP(3) (still a draft) states that the net gain derived from the sale, disposal, conversion, or leasing of securities granted under the terms of a plan classified as an employee and executive stock ownership plan, such as one involving securities resulting from the exercise stock options, falls within the scope of application.
However, the fact that the securities were acquired by virtue of the functions performed (the preferential stock option scheme requires the holder to be an employee or executive of the group) is insufficient to conclude that this management package regime applies to stock options: the gain must also be acquired in return for the functions (as an employee or executive).
Thus, in the case of stock options acquired or subscribed to at a preferential price relative to their fair market value on the date of such acquisition or subscription, a benefit would exist equal to the difference between the price paid and that value (gain on option exercise). However, the preferential nature of this price will have no bearing on the nature of the gains subsequently realized by the taxpayer upon the exercise of these options, upon the sale of the securities thus acquired (CE, judgments of July 13, 2021).
(1) Gains from non-qualifying plans are taxable upon exercise of the option, under the “wages and salaries” category.
(2) CGI Article 163 bis H.
(3) BOFiP BOI-RSA-ES-20-60 n°40, 23-07-2025.
