The business angel just emailed you their counterproposal: €2.5M cap, 25% discount, 12-month longstop date. You're reading it at 11pm and wondering whether it's fair, aggressive, or a slap in the face. The short answer: a reasonable BSA Air discount in France sits between 15% and 25%, with two thirds of deals landing in the 10-20% range (SeedLegals data). The valuation cap is usually around €1M to €3M post-money at pre-seed stage, and most contracts set the cap at twice the floor. The standard longstop date is 12 to 24 months. If you see a discount above 25% or a cap below €1M, start asking questions. This guide gives you 2026 market benchmarks, line-by-line negotiation scripts, and a founder deal-breaker matrix. You still need a lawyer before you sign.
Quick refresher: discount, cap, floor, what exactly are they
Three parameters, each with its own logic.
The discount (décote) is the reduction applied to the share price of your next round. The Air investor pays less than the new investors coming in. It's their reward for putting cash in before there's an official valuation.
The cap (plafond) is the maximum valuation used at conversion. If your next round prices above the cap, the investor converts at the cap. It protects them in the scenario where you take off.
The floor (plancher) is the minimum valuation used at conversion. If you raise below it, conversion happens at the floor. This one protects you.
The floor is optional and less common than the cap: nothing forces you to include one, but without it your dilution has no limit if you raise a down round. The cap is technically optional too, but almost every contract includes one: without a cap, the investor takes on unlimited dilution risk and won't sign. For the full mechanics, see the complete BSA Air guide.
What's a reasonable BSA Air discount in 2026?
SeedLegals analyzed the BSA Air contracts signed on its platform: two thirds of founders agree on a discount of 10% to 20%. A quarter of deals have no discount at all. Discounts of 25-50% exist but are rare. The site bsa-air.fr, built by Kanopée Avocats, and Judith Benoudiz's article in Village de la Justice put the usual range at 15% to 25%.
Pre-seed: 15-20% discount
You're raising €50,000 to €300,000 from angels or friends and family. No product, no revenue, just a team. Reasonable range: 15-20%. Go lower and the investor would rather wait for your Seed. Go higher and they're taking advantage of your weak position.
Seed bridge: 10-15% discount
You've already closed a first round and expect your Seed within 6 to 12 months. Conversion comes quickly, time risk is limited, so the angel doesn't need a big reward. If someone asks for 20% on a 6-month bridge, it means they doubt you can raise the next round.
Rescue round: 25-30% discount
Short runway, uncertain valuation: the discount goes up. 25-30% is defensible from the investor's side, because they may never get their money back. The conversation then shifts from the discount to the floor: the higher the discount, the firmer your floor needs to be to avoid a massive conversion at a broken valuation.
What to make of a discount above 30%
It's rare. Either the startup is in a critical situation and the investor is acting as lender of last resort, or you're dealing with an opportunistic angel. Ask to see other term sheets before signing.
Valuation cap: 2026 market ranges
The cap is where negotiations get tough, because it sets the ceiling on your dilution.
SeedLegals data gives the benchmark: at pre-seed stage, the cap generally sits between €1M and €3M. Founders who negotiate a 10-20% discount typically set a cap between €2M and €3M. Here are the 2026 ranges by stage. The pre-seed figures come from SeedLegals; the bridge and rescue figures are our own estimate, with no published data behind them.
Pre-seed: €1-3M post-money cap
Early pre-seed (team, no product): cap between €1M and €2M. With an MVP and early signals: €2.5M to €3M, or even €4M with serial founders or a hot market.
Seed bridge: €5-8M cap
A bridge comes after a first round and should reflect the traction you've built. If your Seed targets €8-10M post-money, your bridge cap lands between €5M and €8M. The goal: conversion happens at the cap in your optimistic scenario, which aligns the angel's interest with the success of your Seed.
Rescue round: €2-4M cap
A rescue bridge often breaks the previous valuation. An honest €3M cap beats having no cap at all and an investor who never signs.
How to justify your cap
You have four levers, in this order.
- Traction: MRR, GMV, active users, retention. Numbers going up are your first argument.
- Team: previous exits, rare technical expertise, recognized talent. A serial founder commands a multiple.
- Comparables: similar startups that raised recently (Dealroom, Crunchbase, founder word of mouth).
- Competition: if you have multiple term sheets, say so. An angel who knows they're one of several will accept a higher cap.
Longstop date: the clause people often forget
You focus on the discount and the cap, and you forget the longstop date. Yet it's the parameter that decides what happens if you don't raise in time.
Why it exists
The longstop date protects the investor. Without it, your BSA Air could float for years without converting. Once the deadline passes, the investor automatically converts at the floor.
Standard term: 12-24 months
Judith Benoudiz (Kanopée Avocats) writes in Village de la Justice that these deadlines are generally set between 12 and 24 months.
Negotiate 24 months if you can. 12 months puts you under pressure: if your Seed slips, the forced conversion at the floor lands on you. 18 months is a common compromise.
What happens if you haven't raised by the longstop date
Most contracts provide for three scenarios. Automatic conversion at the floor (the maximum dilution you planned for). An amicable renegotiation, where the investor may agree to extend by 6 to 12 months if you can show a pipeline of investors. Conversion at a valuation negotiated at the time of the trigger, if the contract allows for it.
Negotiation scripts: four lines ready to use
You have the numbers. Now you need to say them without damaging the relationship.
"The angel offers a €2M cap, I want €3.5M"
"I hear your proposal at €2M. That's at the low end of the market for our stage. On my side, three things justify a higher cap: [traction numbers], [team], [recent comparables]. I'm proposing €3.5M. What would get you to yes at that level?"
Ending with an open question turns a head-on standoff into a technical discussion. The angel doesn't lose face by moving: they're accepting your rationale.
"The angel wants a 25% discount, I want 15%"
"25% is the top of the range. SeedLegals data shows two thirds of deals fall between 10 and 20%. My case: [expected conversion speed, quality of the next round, other angels already committed at 15%]. I'm proposing 15%."
Citing public data moves you out of haggling and into a market-based discussion. The angel can't claim you're making it up.
"Longstop date at 12 months, I want 24"
"12 months is short for a clean Seed. It forces me to start running by month 4. At 24 months, I can do this properly, which improves the odds for both of us of converting at the cap rather than the floor."
You frame the extension as an alignment of interests, which is exactly what it is.
"The angel insists on a high floor"
"A floor at €[X]M amounts to setting a valuation today. That's what we wanted to avoid by choosing a BSA Air. If you want a fixed price, we switch to a straight equity round. If we stick with the BSA Air, the floor stays low."
The argument that works: remind the investor they chose the BSA Air precisely to avoid locking in a valuation.
The founder BSA Air deal-breaker matrix
Deal-breakers (you don't sign)
- A cap below €1M at pre-seed for a company with a serious team. You burn yourself for the rounds that follow.
- A discount above 30% outside an explicit rescue situation. It signals opportunism.
- A high floor that amounts to setting the valuation. It defeats the purpose of a BSA Air; you might as well do an equity round.
- Founder vesting attached to the BSA Air. Vesting gets negotiated in the shareholders' agreement at Seed.
- Governance rights (board seat, veto rights) granted to the Air investor. Market practice, as Judith Benoudiz points out, is zero governance rights for BSA Air holders.
Acceptable concessions
- An 18% discount instead of 15% if the angel brings concrete support (introductions, expertise).
- A slightly lower cap (€2.5M instead of €3M) if the angel is a recognized name who adds credibility to your next round.
- An 18-month longstop date if your fundraising timeline is already mapped out.
- Enhanced information rights (monthly reporting, KPI access), which are separate from governance rights.
When to choose an equity round over a BSA Air
A BSA Air is a fast tool, up to a certain amount and level of complexity.
Above €500,000 to €1M, equity starts to make sense
Past that amount, the complexity of a BSA Air (multiple contracts, different caps, floors and discounts) outweighs that of a clean equity SPA. You pay a lawyer either way. You may as well raise properly and structure your cap table now.
If a VC leads the round, equity is often required
Institutional VCs leading a round want an equity term sheet, a shareholders' agreement, and governance rights (board seat, info rights, pro rata). A BSA Air doesn't allow for that. If your lead is a VC, prepare a priced round, even if you bring in a few angels on BSA Air alongside it.
Comparing legal costs
For a BSA Air with a single investor, legal costs stay limited. With 10 angels at €50,000 each, you multiply contracts, subscription forms and conversions. A clean equity round becomes competitive.
The often-overlooked tax trap
A BSA Air doesn't qualify for the IR-PME income tax reduction at subscription. The reduction only kicks in at conversion, under strict conditions (cash capital increase by offsetting a receivable, company eligibility, five-year holding commitment starting from conversion). For an angel looking for tax optimization in 2026 (18% for a standard SME, 30% for a JEI, 50% for a JEIR, according to service-public.fr), direct equity is more attractive: the reduction applies immediately. When an angel tells you "I want a BSA Air for the tax break," explain this timing gap.
For negotiating an equity term sheet, see VC term sheets in France and the clauses to negotiate.
Classic founder mistakes in BSA Air negotiations
Accepting a cap that's too low to move fast
Short runway, an angel offering a BSA Air in 48 hours at a €1.5M cap. You sign. Three months later, you close a Seed at €8M post-money. The angel converts at the cap, gets far more shares than expected, and your dilution skyrockets. The cap protects the investor. Always model the optimistic scenario before signing.
Not checking the longstop date
You sign a 12-month BSA Air thinking you'll raise your Seed in 6 months. The round takes 14 months. Forced conversion at the floor. A healthy company, and a founder diluted for nothing. Negotiate 18-24 months minimum.
Mixing up discount and cap in your cap table projections
The angel takes whichever is more favorable: the discount on the actual valuation or conversion at the cap. You don't get to choose. Model both and plan for whichever is worse for you.
Accepting a high floor in a bear market
A founder who signs a BSA Air with the floor set at their last round's valuation, in a contracting market, commits to converting above the new reality, and that conversion frustrates both sides. Set the floor at a realistic valuation as of the longstop date, rather than anchoring on your last round.
To dig into cap table impact, read BSA Air and its impact on the cap table. For liquidation scenarios, see BSA Air liquidation and dissolution.
FAQ
Can you renegotiate the terms of a signed BSA Air after the fact?
Yes, through an amendment signed by the company and the investor. Renegotiation most often covers the longstop date (an extension) or the floor (a downward adjustment in a tougher market). Renegotiating the discount or the cap is much rarer: it requires the investor to agree to give up rights they already hold.
Is it viable to have several BSA Airs on different terms?
Viable but heavy. Each contract has its own discount, cap, floor and longstop date. At Seed, your lawyer has to calculate as many separate conversions as there are contracts. Beyond 5 or 6 BSA Airs, a clean equity round is simpler and easier for your future lead VC to read.
Do you need a lawyer to negotiate a BSA Air?
Yes, on both sides. For the company, the lawyer drafts the contract, the president's report and the subscription forms, and checks compliance with the French Commercial Code. For the investor, the lawyer flags clauses that depart from market practice. Platforms like SeedLegals speed things up and cut costs, but they don't replace a lawyer's review on a company's first BSA Airs.
How much does it cost to set up a BSA Air legally in 2026?
Cost depends on the channel: automated platform (entry level), specialist lawyer (mid-range), traditional fundraising firm (high end). Get three quotes. Setup time is consistent across the board: 1 to 2 weeks from decision to signature.
