Carta vs Forge for a Training Company With Accreditation Ties

Say the company runs $6 million a year in enterprise training contracts and holds accreditation with a certification body that took two years to build. Say the co-founder holding those accreditation relationships owns 22% of the company and wants to sell roughly half her stake, staying on part-time as an advisor to preserve the certification body relationship through the transition.

Carta Liquidity can administer a structured tender offer for the shares she's selling, at a price the company sets, funded either by the company's own cash or a new minority investor the company approves. The mechanics are straightforward: it updates the cap table and keeps a clean record for the remaining shareholders, while your valuation provider and counsel address the 409A implications of the transaction. What Carta can't do is negotiate with the certification body on your behalf if the accreditation agreement requires notice or consent before an ownership change of this size.

Many training and certification agreements include change-of-ownership or change-of-control clauses that require notifying, or in some cases getting consent from, the accrediting body before a significant equity transfer closes. Read that agreement before you price anything. If consent is required and the body has any concern about who's buying in, that can slow or reshape the deal regardless of what either Carta or Forge would otherwise let you do.

Forge's marketplace matches sellers with outside accredited and institutional buyers who already track specific companies, mostly recognizable venture-backed technology names. A training and certification business with a specific accreditation relationship isn't a natural fit for that buyer pool, and more importantly, an unknown outside buyer sourced through a marketplace is exactly the kind of counterparty most likely to trigger a certification body's consent concerns. If you need a new investor, source one directly and vet them against the accreditation agreement first.

In this example, the realistic path is: read the accreditation agreement, get any required notice or consent handled before pricing, agree a price based on trailing enterprise contract revenue, and use Carta to run the mechanics of the buyback with the company or an already-vetted buyer as the counterparty.

In this example, the realistic path runs in this order:

1. Read the accreditation agreement for any notice or consent requirement tied to a change in ownership.
2. Handle any required notice or consent with the certification body before pricing the stake.
3. Agree a price based on trailing enterprise contract revenue.
4. Use Carta to run the tender mechanics, and put the co-founder's advisory role in writing separately.

Beyond formal notice or consent, many accrediting bodies want reassurance about continuity: who's taking over the relationships the departing co-founder held, whether the same subject-matter experts and instructional quality standards will continue, and sometimes a short transition period where the departing party remains available for questions. Prepare a one-page continuity plan before you approach the certification body, since a body that feels blindsided is far more likely to slow-walk or complicate its response than one that was brought in early with a clear plan.

Certification body notice or consent processes can take weeks depending on the body, which often becomes the long pole in this transaction's timeline, longer than pricing or even the Carta mechanics themselves. Start that conversation as soon as the co-founder confirms she wants to sell down, in parallel with internal pricing discussions, rather than waiting until price is finalized to find out how long the accreditation body's process will take.

The most common mistake is approaching the certification body for consent only after price has already been agreed with the departing co-founder, treating the accreditation conversation as a formality. Say the certification body comes back with concerns about who's taking over the relationships she held, and those concerns take six weeks to resolve; the departing co-founder, expecting to be paid on the already-agreed timeline, is now waiting on a process she has no control over and no visibility into.

Start the accreditation conversation before finalizing price and timeline with her, so both processes can run in parallel with realistic, shared expectations from the outset. A practical way to do this is to open the accreditation body conversation in week one, share a draft continuity plan by week two, and only lock the buyout's closing date once the accreditation body has given at least an informal, verbal indication it has no major concerns, well before final written consent is even in hand.