An investor is ready to put €100,000 into your startup and wants to sign this week. The catch: your company has no valuation, you have no lawyer on hand, and a traditional funding round would take three months. The BSA Air was built for exactly this situation. The BSA Air (Bon de Souscription d'Actions, Accord d'Investissement Rapide, roughly "share warrant, rapid investment agreement") lets a startup raise money in a few days without setting a valuation. The investor wires the funds right away and receives warrants that convert into shares at the next funding round, at a 15 to 25% discount. It is the standard instrument for bridge and pre-seed rounds in France. This guide walks through the full mechanism, the terms you will negotiate (discount, cap, floor), and how to set up a BSA Air in practice, from the founder's point of view.
What is a BSA Air?
The BSA Air is a financial instrument created in 2013 by the law firm SB Avocats and the investment company The Family, designed specifically for the French startup ecosystem. The goal was to bring the speed and simplicity of the American SAFE (Simple Agreement for Future Equity), invented by Y Combinator, into French law.
The idea is simple. An investor puts money into a startup. In return, they do not receive shares (which would require a valuation) but share warrants (bons de souscription d'actions). These warrants convert automatically into shares when a future trigger event occurs, usually the next funding round. The BSA Air investor gets a discount on the share price as a reward for taking on early risk.
Legally, the BSA Air is a security (valeur mobilière) under the French Commercial Code, issued by decision of an extraordinary general meeting (or by the president under a delegation of authority). It is a private agreement between the company and the investor.
A simple definition of the BSA Air (Accord d'Investissement Rapide)
BSA Air = "I give you money now, you give me shares later, at a better price."
More precisely:
- The investor pays an amount (the "subscription amount") immediately.
- They receive BSA Air warrants, which are rights to receive shares in the future.
- When the trigger event happens (qualified round, acquisition, or long-stop date), the BSA Air warrants convert automatically into shares.
- The conversion price is calculated with a discount on the price paid by investors in the next round.
A BSA Air holder is not a shareholder until conversion. They have no voting rights, no right to dividends, and no access to general meetings. They hold a future economic right with no governance rights attached.
BSA Air vs SAFE: the French equivalent
The BSA Air is often described as "the French SAFE." The comparison is useful, but the two instruments differ on several important points:
| Criterion | BSA Air (France) | SAFE (US) |
|---|---|---|
| Legal nature | Security (French Commercial Code) | Simple contract (not a security in the strict sense) |
| Tax treatment | Securities regime (capital gains, PEA eligible) | Depends on jurisdiction and type of SAFE |
| Issuance | Extraordinary general meeting or delegation to the president | Board approval (simple) |
| Conversion | Shares at a discounted price on the trigger event | Common or preferred stock, depending on terms |
| Cap | Optional, negotiated | Standard since YC's post-money SAFE |
| Floor | Optional, limits founder dilution | Rare |
| Popularity | Standard in France for pre-seed and bridge rounds | Global standard for pre-seed |
The key point for founders raising internationally: US investors know the SAFE but not the BSA Air. You have two options: use a SAFE if your legal structure allows it (US holding company), or present the BSA Air as its French equivalent. The economic terms are the same; only the legal wrapper changes. For a detailed point-by-point comparison, see our BSA Air vs SAFE comparison.
BSA vs BSA Air vs BSPCE: what's the difference?
Three instruments with three different purposes, and founders mix them up all the time.
BSA (Bon de Souscription d'Actions, share warrant): a warrant giving the right to buy shares at a price set in advance. Used to bring in advisors or strategic partners. The holder pays for the BSA, then exercises the right later. The valuation is fixed at issuance.
BSA Air (Accord d'Investissement Rapide): a warrant whose conversion price is left open at issuance and set when the trigger event (a qualified round) occurs. That is the "Air": the price "floats" until conversion. Used to raise money quickly without a valuation.
BSPCE (Bons de Souscription de Parts de Créateur d'Entreprise, founder and employee warrants): an equity incentive for employees and executives. The holder can buy shares at a preferential price. Favorable tax treatment (30% flat tax instead of income tax on salary). Used to attract and retain talent, and never to raise money.
| Instrument | Purpose | Holder | Valuation | Tax treatment |
|---|---|---|---|---|
| BSA | Advisory, consulting | Outside parties | Fixed at issuance | Capital gains on securities |
| BSA Air | Fast fundraising | Investors | Set at conversion | Capital gains on securities |
| BSPCE | Employee incentive | Employees, executives | Fixed at grant | 30% flat tax (if >1 year) |
How the BSA Air works: step by step
A BSA Air goes through three phases in its life: issuance, holding, and conversion. Each phase has its own rules.
Full lifecycle of a BSA AIR
From issuance to conversion into shares, in 5 steps.
- 1EGM issuanceEGM resolution, president's report, terms set (discount, cap, floor).Day 0
- 2SubscriptionSubscription form signed by the investor, wire received, entry in the securities register.Day 7 to Day 21
- 3HoldingThe investor holds warrants, with no shareholder status, voting rights, or dividends.6 to 36 months
- 4Trigger eventQualified round, sale, IPO, or long-stop date reached without a round.Variable
- 5ConversionShares issued at the discounted price, register updated, the investor becomes a shareholder.≤ 15 days after the event
Issuance and subscription
Phase 1: The company issues the BSA Air.
The extraordinary general meeting (EGM) authorizes the BSA Air issuance, or the president uses an existing delegation of authority. The president's report sets out the terms of issuance: number of BSA Air warrants, subscription amount, discount rate, trigger events, and long-stop date.
Phase 2: The investor subscribes.
The investor signs the subscription form and wires the funds. In return, they receive the BSA Air warrants. The contract runs a few pages, whereas a shareholders' agreement for a traditional round runs much longer.
Typical timeline: 1 to 3 weeks from first contact to the wire transfer.
Formalities:
- Drafting the president's report or EGM minutes
- Subscription form signed by the investor
- Wire transfer of funds
- Entry in the securities register
The BSA Air was designed to be simple. Online platforms like SeedLegals automate the process: setting the terms, generating the documents, and collecting signatures in a single interface.
Trigger events (funding round, acquisition, liquidation)
BSA Air warrants convert automatically when a trigger event occurs. There are four classic cases:
1. The qualified round (the main case). The startup closes a round above a minimum threshold (set in the contract, typically €500K to €1M). The BSA Air warrants convert into shares at the round price, minus the discount. This is the expected scenario.
2. Acquisition. If the startup is acquired before a qualified round, the BSA Air warrants convert according to the terms in the contract (often based on the acquisition valuation, minus the discount). The BSA Air investor shares in the exit.
3. The long-stop date (forced conversion). If no trigger event occurs before a deadline (typically 18 to 36 months), the BSA Air warrants convert automatically based on a minimum valuation (the "floor") or a negotiated valuation. This automatic conversion acts as a safety net for the investor, who becomes a shareholder even without a round.
4. Liquidation. If the company is dissolved, the BSA Air investor is repaid their initial investment (if any assets remain) before the founders recover anything. The order of priority depends on the terms of the contract.
Conversion into shares: how it works in practice
On conversion day, the sequence runs like this:
- The trigger event occurs (the startup announces a €2M round at an €8M pre-money valuation).
- The price per share for the new round is calculated (valuation / number of shares = price per share).
- The BSA Air conversion price is calculated: round price per share x (1 - discount rate). With a 20% discount and a €100 share price, the BSA Air conversion price is €80.
- The number of shares allocated to the BSA Air investor is calculated: amount invested / conversion price. If the investor put in €100,000 and the conversion price is €80, they receive 1,250 shares (instead of 1,000 at the round price).
- The BSA Air warrants are cancelled, the shares are issued, and the investor joins the cap table.
For the same amount invested, the BSA Air investor therefore receives more shares than investors in the next round. That is the reward for taking on early risk.
Discount, cap, and floor: the key terms to negotiate
You negotiate three terms: the discount, the cap, and the floor. Set them badly and they either cost the founder a lot or scare off the investor. For 2026 market benchmarks and negotiation scripts, see the dedicated guide: negotiating the discount, cap, and valuation.
Setting the discount (15-25% is standard)
The discount is the percentage reduction the BSA Air investor gets on the share price at conversion. It is the investor's compensation for risk.
Standard range: 15 to 25%.
- 15%: institutional investor, startup with strong traction, qualified round expected within 6 months.
- 20%: the most common case, a balanced compromise between investor risk and founder dilution.
- 25%: very early-stage startup, high risk, long conversion horizon (18+ months).
Above 25%, ask yourself: is the investor taking on too much risk? Or is your startup not ready to raise yet?
Valuation cap and floor
The cap (maximum valuation) protects the investor. If the valuation at the next round shoots up, conversion is based on the cap instead of the actual valuation. The investor gets a lower price per share and therefore a guaranteed minimum number of shares.
Example: Cap at €3M. If the next round happens at a €10M valuation, the BSA Air investor converts based on €3M (and not €10M). They receive many more shares. Without a cap, they would have converted at €10M with only the discount.
The floor (minimum valuation) protects the founder. It is an optional clause that sets the minimum valuation used as the basis for conversion: if the next round is priced very low, the number of shares issued to the investor stays capped, and so does the founder's dilution.
Example: Floor at €1.5M. If the next round happens at an €800K valuation, the BSA Air investor converts based on €1.5M, and not €800K.
Practical tips:
- The cap is almost always there. Without one, the investor has little upside protection, and that can stall the negotiation.
- The floor is rarer and optional. It limits founder dilution in the worst-case scenario and gives the investor a known conversion basis at the long-stop date.
- Negotiate the cap and floor together. A low cap (investor-friendly) can be offset by a higher floor (founder-friendly).
Worked example: conversion with a 20% discount and a €3M cap
Let's walk through a concrete case. The standard convention, as noted by SWIM Legal, is that the investor converts at the price most favorable to them, meaning the lower of the discounted price and the cap price, without stacking the two. The valuation used is therefore min(cap; round valuation x (1 - discount)), with the floor as a lower bound if there is one. Stacking (applying the discount on top of the cap) is a contractual variant you should check line by line before signing.
Starting position:
- BSA Air investment: €100,000
- Discount: 20%
- Cap: €3,000,000
- Floor: €1,500,000
- Existing shares: 10,000
Scenario A: Qualified round at a €5M pre-money valuation
The cap applies, because it gives the lower price (€5M x 0.8 = €4M > €3M cap):
- Round price per share: 5,000,000 / 10,000 = €500
- Price via the discount: €500 x (1 - 20%) = €400
- Price via the cap: 3,000,000 / 10,000 = €300
- Price used: the lower of the two, €300
- Shares received: 100,000 / 300 = 333 shares
- Without a BSA Air, €100,000 at the round price = 200 shares
The BSA Air investor receives 1.67 times as many shares as a round investor. The cap bites harder than the discount, but the two do not stack.
Scenario B: Qualified round at a €2M pre-money valuation
The discount applies (€2M x 0.8 = €1.6M, below the €3M cap and above the €1.5M floor):
- Round price per share: 2,000,000 / 10,000 = €200
- Price via the discount: €200 x (1 - 20%) = €160
- Price via the cap: 3,000,000 / 10,000 = €300, ruled out since it is higher
- Shares received: 100,000 / 160 = 625 shares
Scenario C: Down round at a €1M pre-money valuation
The floor applies (€1M x 0.8 = €800K, below the €1.5M floor):
- Price via the discount: (1,000,000 / 10,000) x (1 - 20%) = €80
- The floor raises the conversion basis: 1,500,000 / 10,000 = €150
- Shares received: 100,000 / 150 = 666 shares
- Without a floor, at the discounted price of €80: 100,000 / 80 = 1,250 shares
With the floor, the investor receives 666 shares instead of 1,250, and the founder's dilution is limited by the same amount. For an early-stage startup, that difference is worth several points of equity.
The three conversion regimes
Depending on the pre-money valuation of the next round (Vref), the BSA AIR falls into one of three regimes. The price used is the lower of the discounted price and the cap price, never below the floor.
PAIR = max(Floor, min(Cap, Vref × (1 − d))) / N
Simulate your BSA AIR conversion
Adjust the inputs to see the price per share, the number of shares received, and the actual dilution.
Peff = max(Floor, min(Cap, Vref × (1−d))) / Nexisting
Pros and cons of the BSA Air
The BSA Air solves one specific problem, raising fast without a valuation, and it creates constraints you need to plan for.
For the startup: speed, simplicity, no valuation yet
You sign in 1 to 3 weeks, whereas a traditional round drags on for months. The contract runs a few pages, the formalities stay light, and the legal bill stays small too. You also avoid pricing your company while it is still too young to be valued properly: the valuation gets set at the next round, once you have traction. And you keep control of governance, since the BSA Air investor has no vote and no board seat until conversion.
For the investor: discount, protection, early-stage access
The investor knows they will pay less than investors in the next round, and that discount compensates them for the risk. An optional cap limits the conversion price if the startup takes off. The BSA Air also gets them into startups that are not yet ready for a formal round. On the tax side, as a security it falls under the capital gains regime for securities and can be held in a PEA-PME (a French tax-advantaged savings account for SME shares) under certain conditions.
The downsides: potential dilution, complexity at conversion
Risks for the founder:
- Surprise dilution. If the next round is priced low, the BSA Air (through the discount, or the cap if it gives a lower price) can cause heavy dilution. Always model the conversion scenarios on your cap table before signing.
- Stacking. With several successive BSA Airs (bridge, then another bridge), the conversion becomes hard to model. Series A investors frown on a cap table loaded with unresolved convertibles.
Risks for the investor:
- No shareholder status. Until conversion, the BSA Air investor is not a shareholder. No voting rights, no information rights, no board seat.
- Risk of non-conversion. If the startup never raises and never finds a buyer, the investment can be lost. The long-stop date offers partial protection, but forced conversion at a floor may yield shares of little value.
- Friction at the next round. Series A investors sometimes lump BSA Air investors in with "friends and family" and leave them out of the negotiations.
Setting up a BSA Air: a practical guide
Issuing a BSA Air takes five steps, from the term sheet to the post-issuance formalities.
When to use a BSA Air (bridge, pre-seed, between rounds)
The BSA Air is the right tool in three situations:
1. Pre-seed (€100K - €500K). You are just starting out, you have no credible valuation, and one or more business angels want to invest. The BSA Air fits this case well: there is no valuation to defend, and the amounts match typical business angel or micro-fund tickets.
2. Bridge (between two rounds). You raised a seed round, your runway is shrinking, and the Series A is not closed yet. A BSA Air bridge gives you 6 to 12 months of extra cash without reopening valuation talks.
3. A quick opportunity. A strategic investor wants in now. You lock in the funds in a few days without waiting for a formal round to close.
When a BSA Air is the wrong tool:
- When you can set a reasonable valuation (run a traditional equity round).
- When the amount exceeds €1-2M (investors will want shares and governance rights).
- When you already have 3+ unconverted BSA Airs (simplify before adding more).
The concrete steps (EGM, issuance, subscription)
First, negotiate the terms with your investor: amount, discount, cap, floor, long-stop date, minimum trigger event. Put everything in a simple term sheet of one or two pages.
Next, draft the three documents: the president's report (or EGM minutes) authorizing the issuance, the subscription form, and the BSA Air agreement. You can go through a specialist lawyer or an online platform like SeedLegals, which sets the terms, generates the documents, and collects e-signatures.
The EGM then votes to authorize the BSA Air issuance. If the president already holds a delegation of authority, they issue the warrants directly.
The investor signs the subscription form and wires the funds. The BSA Air warrants are issued and entered in the securities register.
What remains are the post-issuance formalities: updating the securities register, informing existing shareholders, and keeping the documents on file.
How much it costs (legal fees, timelines)
| Item | Cost range | Timeline |
|---|---|---|
| Specialist lawyer (contract drafting) | €1,500 - €5,000 | 1-2 weeks |
| Online platform (SeedLegals, etc.) | €500 - €2,000 | 2-5 days |
| Legal formalities (commercial court registry) | €200 - €500 | 1 week |
| Total | €2,200 - €7,500 | 1-3 weeks |
Compare that with a traditional funding round: €10,000 to €25,000 in legal fees and a 2 to 4 month process.
Five good practices before issuing
Litigation over BSA Airs is still rare in France. Practitioners have drawn a few simple habits from it:
1. Keep BSA Air holders informed. They are not shareholders, but keeping them updated on major events (funding round, acquisition, change of control) heads off disputes. Include an information clause in the contract.
2. Document your financial position. If the conversion is ever disputed, a clear trail of accounts and decisions is decisive. Keep your books up to date and document your issuance decisions.
3. Invite holders to the conversion EGM. Invite BSA Air holders to the general meeting that decides the conversion. It costs you one email and shuts down later challenges.
4. Model the cap table before issuing. Use a simulator (SeedLegals, Carta, or a simple spreadsheet) to see the impact of conversion across different scenarios. Dilution surprises happen when nobody ran the numbers ahead of time.
5. Limit the number of BSA Airs outstanding at once. Beyond 2-3 unconverted BSA Airs, the legal and financial complexity climbs and Series A investors get nervous. Convert or consolidate before issuing new ones.
Further reading
- Top 15 VCs in Paris: a guide for startups
- Business angels: how to find them
- How a BSA Air affects your cap table
FAQ
What is a BSA Air?
The BSA Air (Bon de Souscription d'Actions, Accord d'Investissement Rapide) is a financial instrument that lets a startup raise money quickly without setting a valuation. The investor pays the funds immediately and receives warrants that convert into shares at a future event (funding round, acquisition), with a 15 to 25% discount on the share price. It is the French adaptation of the American SAFE, created in 2013.
What discount should a BSA Air have?
The standard discount is between 15 and 25% of the price per share in the qualified round. 20% is the most common rate. 15% fits lower-risk situations (round expected within 6 months, startup with traction). 25% fits high-risk situations (very early-stage startup, long conversion horizon). Above 25%, the investor is taking on significant risk, and you are often better off considering an equity round with a low but fixed valuation.
What is the difference between a BSA and a BSA Air?
A standard BSA is a fixed-price warrant: the exercise price is set at issuance. It is mainly used to incentivize advisors or strategic partners. A BSA Air is a warrant whose conversion price "floats": it is set at the trigger event (qualified round), with a discount applied. The BSA Air is used to raise money quickly without valuing the company. The "Air" (Accord d'Investissement Rapide, or rapid investment agreement) refers to the speed of the process.
How are BSA Airs taxed?
BSA Airs fall under the tax regime for securities. Capital gains on the sale of the shares (resulting from the BSA Air conversion) are subject to the 30% PFU (Prélèvement Forfaitaire Unique, the French flat tax), or you can opt for the progressive income tax scale with holding-period allowances. Under certain conditions, BSA Airs can be held in a PEA-PME, which exempts capital gains from income tax after 5 years of holding (excluding the 17.2% social charges).
How long does it take to set up a BSA Air?
Between 1 and 3 weeks from negotiating the terms to receiving the funds. With an online platform (SeedLegals), the process can be wrapped up in 2 to 5 business days. With a specialist lawyer, allow 1 to 2 weeks for drafting and signing. The legal formalities (register entry, commercial court registry) take one more week. That is 4 to 8 times faster than a traditional funding round, which typically takes 2 to 4 months.
