Your change-of-control clause will not fire on this one. Silver Lake already owns the majority of both Cegid and Silae, and it will own the majority of the merged group, so nothing in your assignment language is triggered by the merger the two companies announced on 9 September 2026. The thing that actually moves is smaller, more specific, and much harder to fix after the fact: French e-invoicing compliance runs through a registration the tax administration issues to a named legal entity for three renewable years — and the entity holding Cegid's is being reorganised in the same twelve months your issuance obligation goes live.
The number to write down is 0007. That is the immatriculation Cegid says the DGFiP delivered to it on 26 August 2024 for its plateforme agréée. It is not a brand, not a product SKU, and not something that travels automatically with a logo through a corporate reorganisation. Ask who holds it after close, and ask when it renews.
Silver Lake Merged Two Companies It Already Owned
This is an internal reorganisation, not a takeover, and that is precisely why your contract gives you nothing to pull on.
Silver Lake bought Cegid in 2016 and Silae in 2020, and remains the majority shareholder of the combined group, which the deal is expected to value at more than €10 billion in enterprise value, on combined annual revenue the Financial Times has reported at about €1.6 billion. The companies' own announcement puts the combined footprint at 2 million end-customers, more than 15,000 chartered accountancy firms, more than 13 million payslips a month across Europe, and a 1,400-person developer team. Closing is expected in the first half of 2027, subject to employee consultation and regulatory approval.
Under EU merger control, this shape of transaction is not even a concentration. The Commission's Consolidated Jurisdictional Notice states at paragraph 51 that "[a] concentration within the meaning of the Merger Regulation is limited to changes in control. An internal restructuring within a group of companies does not constitute a concentration", and gives a merger of subsidiaries as its example. The ultimate owner before is the ultimate owner after.
So the vendor-M&A checklist most procurement teams now run returns empty. There is no acquirer whose data policy you need to diff, as there was when Stripe bought OpenRouter. There is no third party holding an off switch, as Salesforce did when ServiceNow bought Sweep. There is no assignment consent to withhold, which was the entire lever when Deloitte bought Wavicle. This is the same trap that caught buyers when Nvidia hired 109 Poolside engineers and no clause fired: the contract was watching for a change of ownership, and the risk arrived through a door the contract does not have a word for.
Here, that door is a registry.
Number 0007 Belongs to a Legal Entity, Not a Brand
A plateforme agréée registration is a licence the French tax administration grants to one specific legal person, for a fixed term, and it can be withdrawn.
A plateforme agréée (formerly plateforme de dématérialisation partenaire, or PDP) is a private operator registered by the DGFiP to issue, transmit and receive structured electronic invoices, and to forward invoice, transaction and payment data to the tax administration. The official impots.gouv.fr page is explicit about the term: the number is granted by the DGFiP's Service d'Immatriculation "pour une durée de trois ans renouvelable" — three years, renewable. It is neither permanent nor acquired once and for all.
The obligations attached to it are entity-level, and the July 2026 decree tightened exactly the part that matters here. Under article 242 nonies B of Annexe II to the CGI, a registered platform must inform the tax administration sans délai — without delay — of "tout changement substantiel" in the elements it submitted for registration, and must communicate the identity of the persons who control it within the meaning of article L. 233-3 of the Code de commerce. Décret n° 2026-677 du 27 juillet 2026 is the text that put those disclosure and audit duties in their current form, and repeated failures are grounds for withdrawal of the immatriculation.
Read that against a merger of two Silver Lake portfolio companies into one group. The ultimate controller does not change. The chain of legal persons between that controller and the entity named on registration 0007 very plausibly does — and that is a notifiable event for the platform, not for you. You will not receive a letter about it.
There is a second reason the brand on your contract may not be the registered entity at all. Of roughly 140 platforms registered by mid-2026, only about 52 aimed to issue invoices from 1 September 2026, and 15 of those were "infrastructure" platforms whose capability is deployed white-label by other providers. The logo on the invoice and the SIREN on the registry are routinely different companies. That is why the practical advice from people who do this for a living is to verify that the legal entity name and SIREN on the official DGFiP list match the entity on your contract — the DGFiP's published list is the only opposable source, and it distinguishes definitive registration from registration sous réserve.
Three Dates Land Inside the Same Nine Months
The merger close, Cegid's registration renewal and the SME issuance deadline all fall in 2027, and they are not sequenced for your benefit.
Take them in order. First, renewal. The primary text is article 290 B of the CGI: the administration attributes the number "pour une durée de trois ans renouvelable. Cette attribution peut être assortie de réserves." That second sentence carries weight here, because 0007 arrived sous réserve on 26 August 2024 and was only made definitive on 18 December 2025, after interoperability testing with the public portal. On the statute's wording the reserve is a condition riding on an attribution that has already started — three years from delivery, so August 2027 — and article 242 nonies B reads the same way, granting the number "pour la durée prévue à l'article 290 B" and dating the first compliance audit from "la notification de la délivrance du numéro d'immatriculation". Some operators in the market date the three years from the definitive registration instead, which would put Cegid's expiry in December 2028. No platform has been through a renewal yet, so treat the date as the question to ask rather than one you already know the answer to.
The renewal file is not a formality filed on the expiry date — article 242 nonies C requires it "au plus tard cinq mois avant la date d'expiration de sa validité", five months before expiry, with a fresh compliance audit report, and gives the administration two months from a complete file to notify renewal or refusal. On an August 2024 number, that file is due around March 2027.
Second, the close: the first half of 2027, subject to works council consultation and regulatory approval. Same window.
Third, your deadline. Reception of electronic invoices became compulsory for every VAT-registered French business on 1 September 2026 — and so did issuance, but only for the largest. The DGFiP is explicit that from 1 September 2026 "les grandes entreprises et les entreprises de taille intermédiaire seront tenues d'émettre leurs factures sous format électronique", with PME and micro-enterprises following on 1 September 2027. Note that Cegid's own calendar page files ETI in the 2027 group instead; if you are an ETI, your issuance obligation has already started, and the administration's calendar is the one that binds you. If you are a PME, your go-live is six days after a three-year registration issued in late August 2024 would lapse.
Now steel-man the other side, because it is strong. The DGFiP is not going to strand the customers of an incumbent platform that has already passed interoperability testing; renewal for a compliant operator is an administrative exercise; and Silver Lake's counsel will have mapped the registration onto the target structure long before the works councils finish. All true. The base case is that nothing happens. But you are not paid to manage the base case — you are paid to know, in writing, which entity carries your statutory obligation on the day you have to meet it, exactly as you would for a model that has to survive an examiner's review or a roadmap that has to survive a new owner's capital discipline.
Your Accountant Probably Chose the Platform
If an expert-comptable runs your books, they most likely designated your platform, which means the paperwork to change it needs your signature or your mandataire's.
The combined group serves more than 15,000 chartered accountancy firms, and in that model the platform decision is made once, by the firm, for a book of clients. It is a default, not a choice you made — and defaults are where lock-in accumulates quietly.
Adoption data says most of that book is still mid-migration. Indy's 2026 barometer, combining INSEE and DGFiP data with its own platform's usage, counted 375,000 registered businesses in December 2025 rising to 1.1 million by May 2026 — still only around one business in six, with sole traders and micro-enterprises half as likely to be registered as incorporated companies. Freelancers were at 60%, real-estate agents 50%, building trades 45%; lawyers, SCI/LMNP owners and VTC drivers trailed badly. A very large share of French SMEs will therefore be choosing or confirming a platform during precisely the window in which this merger completes.
The Exit Exists, and It Runs on a Clock
France wrote a portability right into the reform, with fixed working-day deadlines, so switching platform is a defined procedure rather than a negotiation.
Décret n° 2026-677 of 27 July 2026 created the change-of-platform procedure. It turns on a single dated document — an accord formel signed by the business or its mandataire, naming both platforms, the addresses affected and the effective date. From there: the incoming platform has 2 jours ouvrables to notify the outgoing one; the outgoing platform has 5 jours ouvrables to object if the request does not reflect the company's intent; the incoming platform has 15 jours ouvrables to register the new addressing in the central annuaire. Afterwards, the former platform must keep serving invoice processing statuses for one year and must supply requested information within 5 working days so business continuity is preserved.
One thing that is no longer an exit: the state portal. The same decree confirms the portail public de facturation is no longer a free platform for issuing and receiving invoices — it now handles the central registry and the transmission of data to the administration. Every business must contract with an approved platform. There is no free fallback to fall back to.
What Getting This Wrong Actually Costs
The penalties are per-document, capped, and modest next to the VAT consequence sitting behind them.
Under the amounts set by the 2026 finance law, failing to issue an invoice in the required electronic form through an approved platform carries €50 per invoice, capped at €15,000 per calendar year, and a missed e-reporting transmission carries €500, also capped at €15,000 a year. Failing to designate a platform at all draws €500 once a formal notice has gone unanswered for three months, and €1,000 for a repeat. The bigger exposure is not the fine: an invoice issued outside the regulated circuit — wrong format, or a platform that is not registered — can lead to the recipient's VAT deduction being rejected in a tax audit, which converts a compliance problem into a commercial one with your customers.
That is the asymmetry worth internalising. The fine is capped at €15,000. The disputed VAT on a year of B2B invoicing is not.
What to Do About It
This Week:
- Pull your e-invoicing contract and write down the legal entity name and SIREN on it, not the brand. If you run a contract repository — Sirion or anything equivalent — tag the record now, because you will want to find it again in March.
- Open the DGFiP list and confirm that entity appears, that the status is definitive and not sous réserve, and note the immatriculation number.
- If your accountant designated the platform, ask them in writing which entity they nominated on your behalf and on what date.
This Month:
- Send one email to your account manager with three questions: which legal entity will hold the immatriculation after the merger completes, when that number's three-year term expires, and whether the merger has been notified to the DGFiP as a changement substantiel. Keep the reply.
- Ask for the renewal date and the surveillance-audit dates to be stated in writing and attached to your contract as a service-continuity commitment. You are not asking for a guarantee of renewal — you are asking for the dates.
- Add "platform immatriculation lapses, is refused or is withdrawn" to your continuity plan as a named scenario, alongside the ordinary vendor-failure ones. It is the scenario your change-of-control clause cannot see.
Before 1 September 2027:
- Run the switch procedure once, on paper, with a named alternative platform. You now know the clock — 2, 5 and 15 working days — so you know a migration started in August 2027 does not land before the deadline.
- Confirm your issuing systems produce Factur-X, UBL or CII structured output, not PDFs, and that e-reporting for out-of-scope transactions is covered by the same contract.
- Score the merged vendor the way you would score any concentrated supplier: on clauses and dates, not on the flag it flies. The four-control scorecard used for sovereignty claims transfers almost unchanged.
The Bottom Line
Enterprise buyers spent 2026 getting good at one motion: a vendor gets acquired, the change-of-control clause fires, and you use the window to renegotiate. That motion has a blind spot, and common-control reorganisations sit right in it. Silver Lake buying nothing and merging everything produces no trigger, no notice period and no leverage — while quietly reshuffling the legal entity that holds a regulator-issued licence your tax compliance depends on.
The lesson generalises well past France. Wherever a vendor's value to you rests on a registration, a licence or an accreditation rather than on a contract, your contract is not the control. The registry is. Go and read it.
A change-of-control clause protects you when ownership changes. Nobody wrote the clause for when it doesn't.
Continue Reading
Nvidia Hired 109 Poolside Engineers. No Clause Fired.
Deloitte Bought Wavicle. Check Who Signs Your Audit Opinion.
ServiceNow Bought Sweep. Salesforce Holds the Off Switch.
Stripe Bought OpenRouter. A Toggle Is Not a Contract.
Socure Bought Fravity. Your Examiner Reads 70% Backwards.
Valsoft Bought Square 9. Who Funds the Next Model?
Samsung Led Mistral's Round. Score the Clauses, Not the Flag.