Des nouveautés en matière d'attribution gratuite d'actions

Several tools exist to build loyalty and encourage the involvement of employees and corporate officers in the development of the company they work for. One of these is the granting of free shares, within a favorable tax and social security framework.

Organized under Articles L. 225-197-1 to L. 225-197-6 of the French Commercial Code, this mechanism of incentive scheme giving employees access to the company’s capital takes the form of a transaction on the company’s share capital which is governed and limited by several conditions.

In response to the desire to promote employee shareholding, the law of November 29, 2023 (Law no. 2023-1107 transposing the national inter-professional agreement on value-sharing within the company) has introduced a number of relaxations to the conditions governing the allocation of these shares.

• Relaxation of the individual shareholding ceiling

An employee or corporate officer holding more than 10% of the share capital is not eligible for a free share allocation. They may also not benefit if, prior to the planned allocation, they do not hold 10% of the share capital, but the consequence of the said allocation is to exceed this ceiling.

The reform has reduced the impact of this ceiling, because since December 1, 2023, only shares held directly for less than 7 years are taken into account when assessing the 10% ceiling.

• Increase in overall grant ceilings

Limits, calculated as a maximum percentage of share capital, also apply to the issuing company.

The ceilings have been raised since December 1, 2023.

Free shares allocation must not exceed the following thresholds:

– 15% of capital (formerly 10%) for listed and unlisted companies,
– 20% of share capital (formerly 15%) for unlisted companies that do not meet the thresholds to qualify as SMEs, and if the free shares are granted to certain categories of employees,
– 30% of share capital (new ceiling) for grants to employees representing (i) at least 50% of the company’s workforce and (ii) at least 25% of gross salaries,
– 40% of the capital (formerly 30%) for plans benefiting all employees of the company concerned.

• Extension to officers of companies affiliated to the issuing company

Since December 2023, the free allocation of shares to corporate officers of a company affiliated to the issuing company is no longer restricted to listed affiliated companies.

The granting of free shares to officers of an unlisted subsidiary, in which at least 10% of the capital or voting rights are held directly or indirectly by the issuing company, is now authorized.


To help you set up a free share plan, or any other incentive scheme, please contact our corporate team.


Philippe Schmidt
Aude Le Tannou
Sara Buonomo

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