
Corporate transactions often involve large sums of money changing hands at moments of heightened uncertainty. From early negotiations through to completion and beyond, parties are required to make financial commitments while relying on representations, warranties and future performance that cannot always be verified immediately.
Even well-advised transactions can involve residual risk. Completion mechanics may depend on regulatory approvals, third-party consents or post-closing obligations that extend months or years beyond the deal itself. In that context, how and where money is held becomes a central part of managing risk, not merely an administrative detail.
Escrow accounts and third-party managed payment accounts are widely used in corporate settings to introduce certainty and neutrality. They allow funds to be held independently of the buyer and seller, providing reassurance that money will be available and applied strictly in accordance with the agreed transaction documents.
Payment risk in corporate transactions often arises at points where obligations are deferred or contingent. A buyer may complete an acquisition while relying on warranties, indemnities or earn-out provisions that are only tested over time. If funds have already passed irreversibly to the seller, enforcing those rights can become costly and uncertain.
Cross-border transactions introduce further complexity. Where sellers, holding companies or assets are located overseas, enforcing judgments or arbitration awards may be slow or impractical. Even where the legal position is clear, recovery can be frustrated by jurisdictional distance or changes in the seller’s financial position.
There is also risk associated with timing and coordination. Completion payments, tax withholdings, management incentives and third-party settlements often need to occur simultaneously. Without a clear structure, delays or errors in payment execution can undermine otherwise carefully negotiated deals.
Escrow is most commonly used in corporate transactions to secure obligations that survive completion. A portion of the purchase price may be held in escrow to cover warranty claims, indemnities or other post-completion adjustments. This ensures that funds remain available if claims arise, without requiring immediate recourse to litigation.
Escrow is also frequently used for earn-out arrangements. Where part of the consideration depends on future performance, holding funds in escrow provides sellers with confidence that the buyer has the resources to pay, while reassuring buyers that payments will only be released if agreed criteria are met.
In some transactions, escrow is used earlier in the process as evidence of good faith or proof of funds. Depositing money with an independent escrow agent can demonstrate seriousness of intent and reduce the risk of wasted time and expense if a counterparty is unable or unwilling to complete.
Third-party managed payment accounts are used in corporate contexts where the emphasis is on coordinating complex payment flows rather than holding funds against conditions. These accounts can act as central payment hubs, managing completion payments, deferred consideration, fees and taxes in an orderly and auditable way.
They are particularly useful in transactions involving multiple sellers, rollover arrangements or management incentive schemes. By routing payments through an independent account, parties can ensure that each recipient is paid the correct amount at the correct time, without relying on one party to administer distributions accurately.
Managed payment accounts can also be used post-completion, for example to administer ongoing payments under transitional arrangements or deferred consideration structures. By separating these payments from the buyer’s or seller’s operating accounts, the arrangement provides transparency and reduces the scope for dispute.
M&A Escrow is suitable for buyers and sellers involved in share or asset transactions where some risk remains after completion.
It is commonly used where there is uncertainty around liabilities, future performance or final purchase price. It is also used where parties want a neutral mechanism to manage post-completion claims without relying on future enforcement.
Advisors often recommend M&A Escrow in transactions involving overseas sellers, complex group structures or situations where warranty and indemnity insurance is in place.
Pension Deficit Escrow is suitable for employers that sponsor defined benefit pension schemes with an agreed funding deficit.
It is commonly used by companies that have agreed a deficit repair plan with trustees and want to provide extra comfort without accelerating cash contributions unnecessarily.
Trustees and their advisors often support the use of escrow where it strengthens the covenant and provides clear, ring-fenced protection for the scheme.
Corporate PayMaster Accounts are suitable for businesses that need payments to be managed neutrally and transparently.
They are commonly used by companies involved in joint ventures, shared funding arrangements, restructurings, group payments or complex commercial projects.
Advisors and counterparties often support their use where one party holding all funds would create risk or friction.
Pricing depends on the structure, value and duration of the arrangements. There is no single fixed fee, as projects and payment flows vary.
Pricing usually reflects three main elements. First, the work involved in setting up the arrangements, including compliance, onboarding and preparation of the account documentation. Second, the ongoing administration of the account while funds are held. Third, the handling of payments or releases during the life of the project.
What pricing covers is the independent holding of funds, administration of agreed payment mechanics, record-keeping, reporting, all bank fees and support throughout the project. It does not cover legal advice, contract administration or dispute resolution, which remain the responsibility of the parties and their advisors.
If something goes wrong, the account agreement provides a clear framework for dealing with it.
If there is a mistake, delay or disagreement about instructions, funds remain safely held in escrow while the issue is addressed. We follow the process set out in the account agreements and do not release funds unless and until the agreed conditions are met.
If a party has a concern about how the account is being operated, we have a formal complaints process. This allows issues to be raised, reviewed and resolved in a structured way, with escalation routes available if needed.
We are a specialist provider focused on escrow and managed payment arrangements. Escrow is not an add-on to another service. It is a core part of what we do.
Funds are held securely and separately, with infrastructure designed specifically for escrow rather than adapted from other uses. Account opening is handled efficiently, and arrangements are administered through a dedicated digital escrow and payments portal, giving authorised parties visibility and a clear audit trail.
Advisors often recommend dospay because we sit independently of the transaction, operate within a regulated framework, have a proven track record and focus on doing one thing well: Holding and administering escrow funds in a clear, neutral and predictable way.
