Merger or Absorption of a Training Organisation: What Happens to the Qualiopi Certification

Two training organisations merging, a company absorbing a regional competitor, a group reorganising its training subsidiaries through a partial contribution of assets: these operations are first thought through in legal and financial terms. But for a training organisation, they trigger three separate administrative channels in parallel — the activity declaration (NDA), Qualiopi certification and EDOF listing — whose logic does not always follow that of the merger agreement signed by the lawyers. Understanding what transfers automatically and what must be rebuilt avoids weeks of interrupted funding right after the operation.

Three legal structures, three different outcomes

The word “merger” covers several company-law operations, with very different effects on the SIREN number — the criterion that governs everything else.

Merger-absorption: company A absorbs company B, which disappears. A survives with its original SIREN number; B is struck off. This is the most common structure when a training organisation buys out a smaller competitor and folds it into its existing structure.

Merger by creation of a new company: A and B both disappear in favour of a newly created company C, which takes over their combined assets and carries a brand-new SIREN number.

Demerger: company B splits its assets between several existing or new companies, then disappears. Each beneficiary operates under the SIREN number it already carries, unless a dedicated new structure is created.

Partial contribution of assets: company B contributes one line of business (for example its training activity) to company A, without disappearing itself. This is the structure used by groups that ring-fence their training activity inside a dedicated subsidiary, as covered in our article on holding companies and training organisations.

All of these operations rely on the same legal mechanism: the universal transfer of assets and liabilities, which automatically transfers all assets, liabilities, contracts and employees from the disappearing structure to the one receiving them. But this universal transfer does not carry over the NDA or the Qualiopi certificate, which follow their own logic, covered below and already touched on in our article on changing legal form.

NDA: what follows the SIREN number, and what does not

The activity declaration number is issued to a legal person identified by its SIREN number. The rule is simple to state, trickier to apply depending on the structure chosen.

If your company survives the operation with the same SIREN number (the absorbing company in a merger-absorption, or the beneficiary in a partial contribution of assets), your NDA remains valid. You must file an amended declaration with the DREETS to report the extension of your activity, within 30 days of the operation.

If the operation creates a new legal person (merger by creation of a new company, or a demerger beneficiary set up for the occasion), that entity has never held an NDA and must file a complete initial declaration — form Cerfa 10782, training programme, proof of capacity and documents relating to the director — just like an organisation starting from scratch. Since Decree No. 2025-728 of 29 July 2025, in force since 1 August 2025, the DREETS has a two-month processing period from receipt of the complete file (up from thirty days previously), with twelve business days given to the applicant to provide any supplementary documents requested. If the administration has not responded after this two-month period, its silence is deemed to constitute acceptance of the declaration.

In every case, the disappearing company or companies must have their NDA closed: a voluntary notification to the DREETS avoids discrepancies with the public list of training organisations.

Qualiopi: the absorbed company’s certificate is extinguished, the absorbing company’s does not extend on its own

This is the most widely misunderstood point, and the one that can freeze sessions already sold.

If your company is the absorbing party and keeps its SIREN number, your Qualiopi certificate remains valid for your original scope. But it does not automatically cover the sites, trainers or catalogues taken over from the absorbed company: this scope extension must be reported to the certification body, which assesses whether a supplementary audit is needed before the newly acquired activity can be invoiced under your certification. Those courses cannot be marketed as “Qualiopi-covered” until the extension has been validated — a delay to build into the operation’s timeline, alongside that of the already-scheduled surveillance audit.

If your company is the absorbed party, its Qualiopi certificate simply disappears along with its legal personality, regardless of its age or the quality of its quality file. There is no mechanism to “transfer” a certificate from one structure to another: the same rule applies as in a business asset sale, where the buyer likewise cannot inherit the seller’s certificate.

If the operation creates a new legal person (merger by creation of a new company), that entity has, in the eyes of any certification body, never been audited — even if both merging companies held a valid Qualiopi certificate the day before the operation. It must launch a full certification process with an initial audit, just like a new entrant: continuity of teams and client base exempts you from none of the steps, only the SIREN and NDA numbers attached to the certificate matter.

In all three cases, informing the certification body or bodies of the project before the merger agreement is even signed makes it possible to align the audit schedule with the operation’s timeline rather than discovering it after the fact.

EDOF, OPCOs and the special case of the BPF

The EDOF listing for CPF funding follows the same logic: it is attached to the listed organisation’s SIREN number. The absorbing company taking over the activity of a listed structure must report the change in scope to the Caisse des dépôts, or the sessions from the newly acquired activity cannot be opened to CPF funding. A merger by creation of a new company requires, as with the NDA, an entirely new listing application.

The pedagogical and financial report (BPF) raises a question specific to the year of the operation: who declares the absorbed company’s activity for the period between 1 January and the operation’s effective date? Merger agreements generally include a retroactive accounting clause that backdates the operation’s effects to the first day of the current financial year: in that case, the absorbing company includes the acquired activity in its own BPF for the full year, including the period before the merger. Without such a clause, the split must be settled with the operation’s accountant before the following 31 May filing.

Employees and trainees: what continues by operation of law

On the employment side, a merger-absorption is a case of change in the employer’s legal situation within the meaning of Article L. 1224-1 of the French Labour Code: the employment contracts of trainers and staff at the absorbed company continue by operation of law with the absorbing company, with accrued seniority preserved. Good news for indicator 22 on staff skills development: the auditor reviewing the scope extension expects documented continuity of the transferred trainers’ competency files, not a rebuild from scratch.

Trainees mid-course at the absorbed organisation must have their training continue under the terms of their original contract. They must be informed of the change in the provider’s identity, particularly where it affects the legal basis for processing their personal data under the GDPR. For courses funded by an OPCO or France Travail, the training agreement must be updated in the absorbing company’s name before the end of the course, to avoid any payment block at final settlement.

What the research shows about post-merger integration

The most visible part of a merger — SIREN, NDA, certificate — is not the only thing that determines its success. A landmark management study published by Sue Cartwright and Cary L. Cooper in 1993 in Academy of Management Executive shows that the compatibility of organisational cultures between merging entities is a key factor in a merger’s success or failure, independent of its strategic or financial soundness (“The role of culture compatibility in successful organizational marriage,” 1993 — see the study). For a training organisation, this means aligning teaching practices and quality procedures between the newly acquired teams and the existing ones — work that directly shapes the coherence of the quality system presented at the next renewal audit, well beyond the mere question of certification scope.

Checklist before signing a merger agreement

• Identify the exact structure (merger-absorption, merger by creation, demerger, partial contribution of assets) and its effect on the SIREN number.
• Inform the certification body or bodies of the project before signing, to align the audit schedule.
• File, as appropriate, the amended declaration within 30 days or the complete initial declaration with the DREETS.
• Report the scope extension to the certification body, or launch an initial audit for the new structure.
• Update or refile the EDOF listing for the structure continuing the activity.
• Check the merger agreement’s retroactive accounting clause to secure the current year’s BPF.
• Rebuild the transferred trainers’ competency files for indicator 22.
• Inform trainees mid-course and update agreements with OPCOs and France Travail.

Take action

A poorly planned Qualiopi scope extension after a merger can block weeks of CPF and OPCO billing on the newly acquired activity. The Complete Kit Certif (€297, 14-day guarantee) provides evidence tables for all 32 indicators to prepare the supplementary or initial audit that follows an external growth operation, including rebuilding competency files for the transferred teams. If the operation gives rise to an entirely new structure, the ebook “Setting Up a Training Organisation in 30 Days” (€67) covers the basics of the initial declaration — or choose the Complete Pack (€347) that combines both.