Corporate

In low-trust and/or high-value corporate transactions, we can add security, trust and transparency.
Corporate
Overview
Escrow is a frequently used tool in corporate deals, from mergers and acquisitions to debt and capital market transactions.
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Independent Corporate account structures explained

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 Contexts

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 Accounts for Corporate Contexts

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 Accounts for Corporate Contexts

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.

Construction

Why this all matters...

When a Contractor fails, escrow avoids the risk of paying twice.

Protection in the event of Insolvency

Ring-fencing project funds can prevent employers and contractors from suffering losses caused by insolvency elsewhere in the supply chain.

Construction insolvency is not unusual and its effects are rarely contained to the failing business alone. When funds are mixed into a contractor’s general account, they can be lost even where work has been properly carried out and certified.

Using escrow or a managed payment account keeps project money separate and available for its intended purpose. This reduces the risk that an employer has to pay again to complete works, or that a contractor or subcontractor is left unpaid despite performance.

By securing funds independently, parties can continue the project with confidence, even if a counterparty encounters financial difficulty.
Bespoke Projects

Why this all matters...

Independent payment structures reduce the risk of disputes in projects built on trust and reputation.

Protecting relationships as well as money.

Bespoke projects are often relationship-led and highly personal. When payment arrangements are informal, even small disagreements can escalate quickly and damage trust on both sides.

Escrow introduces clear rules around when money moves, without implying mistrust. It allows clients to commit funds while reassuring makers or designers that payment is genuinely available.

This structure helps preserve goodwill and reputation, particularly where both parties want the project to succeed but need clarity around money.
Corporate

Why this all matters...

Holding funds in a neutral jurisdiction can materially improve post-completion protection.

Enforceability matters once the deal is done.

In many corporate transactions, the real risk emerges after completion, when warranty or indemnity claims arise. If funds have already been distributed, recovery can be slow or impractical, particularly across borders.

Escrow held in a stable, well-understood jurisdiction provides a practical enforcement advantage. Funds remain available to satisfy valid claims without immediate recourse to litigation.

This gives buyers protection while allowing sellers to demonstrate credibility and seriousness at completion.
Private Client & Family Office

Why this all matters...

Independent accounts allow private clients to delegate payment administration without exposing funds to unnecessary risk.

Delegation without losing control.

Private clients often rely on advisers, managers or intermediaries to handle payments. While convenient, this can obscure how and where money is actually held.

A managed payment account keeps funds segregated and visible, even when day-to-day administration is delegated. The client retains oversight without being involved in every transaction.

This approach reduces reliance on personal trust alone and provides continuity if advisers change.
Legal & Dispute Resolution

Why this all matters...

Independent accounts protect both parties and their advisers when disputes are unresolved.

Neutral handling of funds avoids regulatory and tactical risk.

In disputes, trust is limited and professional rules restrict how lawyers may handle client money. Holding funds within one party’s control can create regulatory and reputational risk.

Escrow provides a neutral solution. Funds can be preserved while outcomes are determined, without exposing advisers to compliance issues or accusations of bias.

This structure supports settlements, security arrangements and orderly resolution, rather than prolonging conflict.
Marine

Why this all matters...

Cross-border marine transactions benefit from neutral, centrally held funds.

Distance and jurisdiction increase the risk at sea.

Marine deals routinely involve parties, shipyards and vessels spread across multiple jurisdictions. Once funds cross borders, recovery can be complex and uncertain.

Escrow keeps money in a neutral location until agreed conditions are met. This protects both buyers and sellers against delay, non-delivery or insolvency.

It also aligns with established international practice, making transactions smoother and more predictable.
Real Estate

Why this all matters...

Escrow provides certainty for overage, restoration and other future-linked property payments.

Long-tail obligations need long-term security.

Real estate obligations often extend far beyond completion. Overage, clawback or restoration commitments can crystallise years later, when circumstances and ownership structures may have changed.

Holding funds in escrow removes reliance on future solvency or cooperation. The money is already set aside and available if conditions are met.

This reduces the risk of dispute and avoids the need for costly enforcement action years after the original transaction.
Aviation

Why this all matters...

Escrow mitigates the risk inherent in deposits, prepayments and jet card purchases.

Advance payments deserve advanced protection.

Aviation transactions often require significant upfront payments, sometimes months before an aircraft is delivered or flight hours are used. If a transaction stalls, recovering those funds can be difficult.

Escrow ensures that advance payments remain protected and are only released when contractual conditions are satisfied. This is particularly important where operators or brokers are involved.

For purchasers, it converts a promise of future performance into a secured financial arrangement.
Escrow Accounts for Corporate
Escrow accounts to support M&A, bonds, pensions and regulatory requirements.
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Mergers & Acquisitions ('M&A') Escrow

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

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.

Managed Payment Accounts for Corporate
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Corporate PayMaster Accounts

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.

Commercials, Support & Next Steps

Further information on how we support Corporate in their escrow and payment service requirements and how to open an account or find more information.
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How does pricing work and what does it cover?

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.

What happens if something goes wrong?

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.

Why use dospay for Escrow or Managed Payments?

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.

Articles

Pensions in the Age of Market Uncertainty – Avoiding Trapped Surplus

Pensions in the Age of Market Uncertainty – Avoiding Trapped Surplus

Discover how pension deficit escrows offer a low-cost, efficient solution to avoid trapped surplus in defined benefit schemes amid market volatility.
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