M&A & Corporate Settlements
M&A paying agent services: completion proceeds to every shareholder, verified and paid cleanly.
One payment in from the buyer. The right amount out to each selling shareholder, across currencies and borders, with a full audit trail.
The market, in numbers
What an M&A paying agent does
The buyer pays one amount to the agent instead of paying every shareholder. The agent verifies each payee, calculates what each is owed, and pays them, keeping a full record throughout.
In the UK these accounts are structured as third-party managed accounts. Our partner Caxton brands its paying agent service exactly that way, and is explicit that it is a managed-account structure rather than an escrow product.
If you want the wider market first, our general paying agent guide compares every UK provider. This page is the company-sale variant, focused on completion mechanics.
How much does an M&A paying agent cost?
A fee measured in basis points, not risk. Few providers publish prices, so expect a quote tied to your deal’s complexity and payee count. The one public anchor: dospay’s engagements start from £5,000 plus VAT.
Worked example
Caxton, Shieldpay, ZEDRA and TMF Group all price case by case, based on transaction complexity, payee count, currencies and how long the account stays open.
Who pays the fee, buyer or sellers, is a negotiated deal point rather than a fixed rule, so put it in the sale agreement.
Set that against the cost of one misdirected seven-figure payment or a completion delay. On a large deal the fee is a small line, and the real comparison is against the internal cost and risk of running verification and distribution yourself.
A paying agent, or something else?
The value grows with the number of payees and the complexity of the split. It is not always the right tool, and we will tell you when it is not.
- ◆Many shareholders. Once a register runs past a handful of people, individual buyer payments become a reconciliation problem.
- ◆An international shareholder base, paid across several countries and currencies.
- ◆Holdbacks, earn-outs and retentions that move money in stages over months or years.
- ◆A clean completion. The buyer pays once and steps back, reducing the risk of a missed or misdirected payment surfacing later.
- ◆You need money held until conditions are met. That is escrow, a different instrument.
- ◆There is a single seller and a single payment, where a specialist transfer may be all it takes.
- ◆The funds properly connect to regulated legal work your firm is doing and can pass through the client account within SRA rules.
Holdbacks, earn-outs and conditional payments
This is where the paying-agent and escrow roles meet, and keeping them straight decides how your consideration is structured.
| Completion distribution | Holdback / retention | |
|---|---|---|
| The work | Paying-agent work: receive, verify, pay each shareholder | Escrow work: hold a slice of the consideration conditionally |
| How it pays | Out in full at completion | Released later, when terms are met |
| Typical trigger | Closing of the sale | Warranty period, earn-out milestone, dispute resolution |
One account, both jobs
Most deals of any size use both, and many providers run them together on one account. So your real question is not “paying agent or escrow”.
It is which parts of the consideration pay out at completion and which are held back, and whether one provider can handle both. Our UK escrow guide covers the conditional-holding side in depth.
How completion works with a paying agent
One payment in. Verified payments out.
Funds in
The buyer pays the full consideration to the agent, held segregated from the provider’s own money from the moment it lands.
Verify payees
Every shareholder passes identity, bank-detail and sanctions checks before anything moves. Shieldpay adds Confirmation of Payee.
Distribute
The agent calculates each entitlement from the sale documentation and pays every shareholder, in their own currency where needed.
Retain & report
Any holdback or escrow amount is kept back for later release; a statement per payee, timestamped, closes the record.
Paying international shareholders
Cross-border distribution is where providers differ most, and where the hidden cost hides.
Capability varies: Caxton distributes in more than 28 currencies, and Shieldpay reaches payees across 86-plus jurisdictions. Ask about the countries and currencies on your share register, not just the headline number.
Watch the FX margin
When proceeds convert to a shareholder’s local currency, the margin applied can cost more than the agent’s fee. On a multi-million-pound distribution, we would compare the FX rate as carefully as any corporate FX decision.
UK M&A paying agents, side by side
Verified from provider websites and the FCA register. Capabilities change, so confirm directly before instructing.
| Provider | FCA status | Escrow too? | Worth knowing |
|---|---|---|---|
| CaxtonCaxton Payments Ltd · FRN 431844 / 900663 ↗ | Authorised PI | No, TPMA is its alternative | Distribution in 28+ currencies; acted as paying agent on deals advised by Charles Russell Speechlys and Dentons; also a full business FX provider, so proceeds can convert at payout. |
| ShieldpayShieldpay Ltd · FRN 770210 ↗ | Authorised PI | Yes | Legal-sector specialist; payouts across 86+ jurisdictions; Confirmation of Payee on verification. |
| dospayDOS & Co. Ltd · FRN 1041318 ↗ | Authorised PI | Yes | Published £5,000 + VAT fee floor; GBP held at the Bank of England (its own description); tens to thousands of shareholders. |
| ZEDRAZedra Trust Company (UK) Ltd · FRN 119184 ↗ | Authorised | Yes | Trust-company heritage; escrow and paying agent run together; states no ceiling on transaction value. |
Important — read before you send
Safeguarding is not the same as FSCS protection.
Money held by a paying agent is safeguarded in segregated accounts under FCA rules, kept separate from the provider’s own funds so it can be returned if the firm fails. That is real protection, and different in kind from a bank deposit.
The FSCS deposit guarantee, £120,000 per person, covers bank and building society deposits, not a balance at a payment institution, whatever the amount.
Any provider that implies FSCS cover on a safeguarded account is one to question. The FCA is strengthening the safeguarding regime from May 2026.
What happens if something goes wrong
Three failure points deal teams ask about, and how the safeguarding structure answers each.
If a party becomes insolvent
If the buyer or a party becomes insolvent after funds are with the agent, the money is segregated and safeguarded, so it sits outside that party’s insolvency estate.
If the agent itself failed
Safeguarding rules keep client funds separate, and administrators would arrange a replacement agent to step in.
If you receive proceeds personally
If you are a seller receiving a large sum personally, take your own advice on how those proceeds are protected once they reach your account.
Six questions for M&A advisers to ask
Run these before funds move, ideally between exchange and completion, not the week of closing.
- 01
Confirm the regulated entity and its FRN. Verify which entity holds the funds on the FCA register yourself.
- 02
Check it can pay every shareholder on your register, in their country and currency, and establish the FX rate that applies.
- 03
Pin down who carries AML responsibility under the engagement, and get it written down.
- 04
Agree how post-completion releases are authorised, and what happens to disputed funds.
- 05
Get the full fee and who pays it, and make sure that is reflected in the sale agreement.
- 06
Test how fast the account can open, and whether it can be ready between exchange and completion.
Common questions
What is the difference between an M&A paying agent and escrow? +
A paying agent receives the proceeds and distributes them to shareholders at completion. Escrow holds part of the consideration conditionally, such as a warranty retention, and releases it when terms are met. Most sizeable deals use both, and one provider can run them together.
Do we still need a paying agent if our solicitor is running the deal? +
Usually yes. SRA rules stop a firm using its client account as a banking facility, and distributing your sale proceeds to many payees is exactly that. Firms use an external FCA-regulated provider, structured as a TPMA, and notify the SRA.
Can shareholders overseas be paid in their own currency? +
Yes, and capability varies by provider, so match it to your register. Ask about the countries, the currencies, and crucially the exchange rate applied, which can cost more than the agent’s fee on a large distribution.
Are the sale proceeds FSCS-protected while the agent holds them? +
No. They are safeguarded in segregated accounts under FCA rules, which is different from FSCS deposit protection and applies whatever the amount. Sellers should take advice on protection once proceeds reach their own accounts.
Who pays the paying agent’s fee, the buyer or the sellers? +
It is negotiated, not fixed, so it belongs in your sale agreement. On a large deal the fee is small relative to the value moved and the risk removed.
How quickly can a paying agent be set up? +
Straightforward structures can open within a day once information is supplied; Shieldpay quotes three to five business days for escrow. Engage the agent when the deal timetable is set, not the week of completion.
Tell us about the deal.
Share the shape of the completion, its value, currencies and timetable, and we will introduce you to the provider that fits, and be straight about the one that does not. No cost, no obligation.