How to Open Offshore Escrow Accounts for M&A Deals

If you’re buying or selling a company across borders, an offshore escrow can be the quiet backbone of the deal—holding money securely while conditions are met, smoothing release when things get messy, and giving both sides confidence to close. I’ve opened and negotiated dozens of these structures for mid-market and large-cap transactions. Done well, they’re boring in the best way: money flows in, risks are ring-fenced, and nobody loses sleep. Done poorly, you get wire delays, sanction flags, negative interest surprises, and sometimes a frozen account when you need it most. This guide walks you through the practical steps, choices, and pitfalls so you can set up an offshore escrow that just works.

What an offshore escrow actually does in M&A

An escrow for M&A is a segregated account held by a neutral third party that releases funds under agreed conditions. You’ll see them used for:

Purchase price holdback: A portion of the price is held for a short period post-closing.

Indemnity escrow: Protects buyers against breaches of representations and warranties.

Working capital adjustment: Temporary hold until the final true-up is agreed.

Earn-out escrow: Funds contingent on hitting milestones.

Regulatory escrow: Required when approvals (antitrust, CFIUS, FDI) or tax clearances are pending.

Litigation/contingent risk holdback: Funds set aside until specific claims resolve.

In private M&A, indemnity escrows are common. Recent market studies of North American and European deals show indemnity escrows typically set at about 5–10% of enterprise value with durations of 12–18 months. Earn-outs vary widely, but when escrowed, they’re often structured with milestone-based releases. For deals paired with rep and warranty insurance (RWI), the indemnity escrow can shrink dramatically—sometimes to 0.5–1% just to cover true fraud or excluded matters.

When to consider an offshore escrow

You don’t always need an offshore structure; domestic escrows work fine for single-country deals in the same currency and legal system. Offshore becomes sensible when:

Parties are in different countries and want a neutral venue.

You need multi-currency capability with strong banking rails (USD, EUR, GBP, CHF, SGD).

You want an English-law agreement but neither party is UK-based.

The transaction touches sanctions-sensitive or higher-risk jurisdictions and you want robust AML oversight.

You need insolvency remoteness from either party and from the agent’s own balance sheet.

You require investment options (e.g., short-term money market funds under tight guidelines).

The seller’s home bank cannot move USD efficiently or is subject to capital controls.

If you have to navigate OFAC/EU/UK sanctions screening, have politically exposed persons (PEPs) in the ownership chain, or anticipate complex release conditions, offshore providers in Jersey, Guernsey, Luxembourg, Singapore, or the UAE’s ADGM/DIFC often provide better tooling and expertise than vanilla domestic accounts.

Choosing the right jurisdiction

The best jurisdiction balances stability, speed, regulatory clarity, banking capability, and practicalities like time zone and governing law.

Key factors to weigh:

Regulatory regime and licensing of escrow agents.

Banking reliability and currency support (USD clearing ability is critical).

Speed of KYC onboarding and document formalities (apostilles, notarization).

Court system and enforceability of English-law agreements.

Insolvency protections and segregation of client funds.

Tax on interest and reporting (FATCA/CRS handling).

Quick comparisons of common hubs

Jersey/Guernsey (Channel Islands): Trusted for private equity and corporate escrows; regulated trust companies under JFSC (Jersey) or GFSC (Guernsey). Strong USD/EUR/GBP access, English-law friendly, quick onboarding if documents are in order. Good for European or transatlantic deals.

Luxembourg: Strong for EU-centric transactions; PSF-regulated service providers; wide banking network; civil-law jurisdiction but business-friendly. Useful when the SPA sits under Luxembourg law or assets are EU-based.

Singapore: MAS-regulated trust companies and robust banks; excellent USD and Asian currency rails; strong courts and English as the working language. Good time zone coverage for APAC deals.

Hong Kong: Deep banking market; law firms have regulated client accounts; suitable for North Asia–focused deals. Banks can be conservative on AML, so prepare for detailed KYC.

UAE (DIFC/ADGM): Modern common-law frameworks within the UAE; DFSA/FSRA-regulated firms; strong connectivity to Middle East, Africa, and South Asia; competitive setup times.

Switzerland: Solid banking, multi-currency, and professional trustees regulated by FINMA; helpful for complex, multi-party escrows; thorough but sometimes slower AML/KYC.

Malta/Mauritius: Cost-effective; MFSA- or FSC-regulated; useful in specific fund/structuring contexts. Expect more scrutiny if counterparties are from higher-risk countries.

I generally select Jersey/Guernsey for European-centric deals and Singapore or DIFC/ADGM for Asia and Middle East, respectively. They balance speed, bank quality, and legal predictability.

Selecting the escrow provider

You’ll choose between:

Bank trust departments: Strong balance sheet and payments infrastructure; can be conservative on document flexibility.

Independent trust/escrow companies: Often faster and more responsive; highly familiar with bespoke M&A terms; typically use partner banks.

Law firms’ client accounts: Handy for small or straightforward holds in some jurisdictions; less ideal for sizeable funds or long-duration escrows due to regulatory and risk constraints.

What I look for during provider diligence:

Licensing and regulator (e.g., JFSC/GFSC/DFSA/FSRA/MAS).

Escrow account structure: segregated named accounts vs omnibus pools. Segregated accounts with insolvency-remote trust arrangements are my default.

Currency support and USD clearing routes (via correspondent banks).

SLA for onboarding, wire cut-off times, and call-back verification protocols.

Sanctions/AML capabilities and PEP screening tools.

Investment options (if any) and policies for negative interest rates.

Fees: transparency on setup, monthly, transaction, FX margins, and investment management.

Experience with M&A escrows similar to yours (size, jurisdictions, release mechanics).

Dispute policy: interpleader approach, freezing procedures, and governing law familiarity.

Ask for a specimen escrow agreement and a KYC checklist upfront; it will save rounds of negotiation.

Step-by-step: opening an offshore escrow

Step 1: Define the purpose and design the flows

Before you contact providers, nail down:

Purpose: indemnity, working capital, earn-out, regulatory.

Parties and roles: buyer, seller, guarantors, and agent.

Amount, duration, and currency (or multi-currency needs).

Funding source and timing (pre-close deposit vs post-close).

Release triggers and fallback if parties disagree.

Investment policy (often cash or money-market only).

Beneficial owners and complexity of the ownership tree.

Sketch a simple flow diagram: who funds, who receives, under what evidence, and who instructs the agent. You’ll use this to brief providers.

Step 2: Build a one-page escrow term sheet

Before drafting the long-form agreement, align on the business points:

Jurisdiction, governing law, and courts/arbitration.

Type of account: segregated trust account, named sub-account per currency.

Who chooses and pays the agent (often split 50/50).

Fees and interest allocation (who bears negative interest or bank charges).

Release mechanics: joint instruction, unilateral on certificate, automatic release date.

Evidence standards: officer certificates, auditor letters, court orders.

Dispute process: interpleader, arbitration, or court resolution.

Investment options and limits.

KYC obligations and information updates.

Termination/closure steps.

Circulate this term sheet among deal counsel to avoid drafting blind alleys.

Step 3: KYC onboarding and documentation

This is where deals lose time. Assemble a complete KYC pack early. Typical requirements:

For corporate parties (each of buyer and seller):

Certificate of incorporation/registration.

M&A/constitution, board minutes authorizing escrow, specimen signatures.

Certificate of incumbency or equivalent.

UBO declaration (ultimate beneficial owners down to natural persons >25% or as required).

Organizational chart and control persons.

Good standing certificate (recent).

Proof of registered address.

FATCA/CRS self-certifications: W-9 (US) or W-8BEN-E (non-US) as applicable; GIIN for FFIs.

Sanctions and PEP questionnaires.

Source of funds/source of wealth statements for individuals and private entities.

Notarized/passport copies for directors, authorized signers, and UBOs; sometimes apostilled.

For funds/PE sponsors:

Offering memorandum or LPA pages showing GP/manager authority.

Evidence of regulated status or exemptions.

Confirmation of investors if requested (providers may ask for top investors in higher-risk scenarios).

For specific jurisdictions, add:

Apostilles under the Hague Convention (Jersey/Guernsey often accept, but check current practice).

Legal opinion on capacity/authority if the ownership structure is complex or includes offshore SPVs.

Plan for video KYC or scheduled verification calls. Align on signatory lists with dual-authorization models for instructions.

Timeline reality: Clean, low-risk counterparties can be onboarded in 5–10 business days. Add 2–3 weeks if you have complex ownership or sanctioned-country touchpoints. If you need apostilles from multiple countries, allocate an extra 1–2 weeks.

Step 4: Draft and negotiate the escrow agreement

The escrow agreement is typically tripartite (buyer, seller, agent), distinct from the SPA but aligned with it. Key provisions:

Appointment of agent, scope of duties, and standard of care (usually gross negligence/willful misconduct).

Detailed release events with documents/evidence required.

Instructions protocol: joint vs unilateral triggers; format (PDF + call-back); authorized signatory list.

Dispute mechanics: what the agent does on conflicting instructions (usually freeze + interpleader).

Fees, interest, investment, and allocation of bank charges.

Sanctions/AML clause: agent’s right to decline or freeze if laws require.

Tax clause: withholding, W-8/W-9 delivery, reporting, and interest allocation.

Liability cap for the agent and indemnity from buyer/seller.

Governing law and venue/arbitration (LCIA, ICC, SIAC, DIFC Courts, Royal Court of Jersey, etc.).

Term and termination, including final distribution and residual interest.

Keep the agent’s role mechanical. Don’t ask them to interpret the SPA; instead, provide clear, objective triggers (e.g., “officer certificate stating Claim Amount per Section X of the SPA,” not “breach as determined under the SPA”).

Step 5: Account setup and testing

Once KYC is approved and the agreement is near-final:

The agent opens the escrow account(s) and provides IBAN/SWIFT and bank details for each currency.

Exchange test instructions and run a $10 or minimal test wire to verify routing and references.

Lock in call-back procedures and a secure communication channel (encrypted email portal or secure messaging).

Confirm cut-off times for wires in each currency and time zone (e.g., USD wires often have earlier cut-offs for same-day settlement).

If there’s a closing deadline, send a pre-funding amount a day ahead to buffer cut-off risks.

Step 6: Funding and release mechanics at closing

At closing:

The funding instruction letter should include precise amounts, currency, value date, and references linking to the transaction ID.

Confirm receipt with a bank value date before executing the SPA closing steps.

If there’s a simultaneous flow (e.g., buyer funds to seller and to escrow), sequence matters. Pre-clear it with the agent and banks.

For post-closing releases:

Maintain a claims register with dates, amounts, and basis under the SPA.

Share officer certificates and any agreed evidence promptly with the agent.

If earn-outs are involved, set calendar reminders ahead of measurement dates and clarify who provides the KPI calculations.

Step 7: Ongoing compliance and closure

Expect periodic KYC refreshes (often annually or on trigger events like change of control or new UBOs). Plan for:

Updated corporate docs and signatory lists.

Monitoring of sanctions changes.

Interest statements and tax forms at year-end.

When the escrow winds down:

Obtain joint instruction or follow the automatic release schedule.

Address residual balances, accrued interest, and dormant account procedures if someone goes unresponsive.

Documentation checklist you can copy-paste

Core documents:

Escrow agreement (tripartite)

Specimen signatures and signatory authorization schedule

Wire instruction letter templates

Board resolutions authorizing entry into the escrow

SPA excerpts that the escrow references (definitions and relevant sections)

KYC pack per party (corporate certificates, IDs, UBO charts)

FATCA/CRS forms (W-8/W-9; CRS self-cert)

Optional, but often requested:

Legal opinions on capacity/enforceability for complex offshore SPVs

Investment guidelines (permitted instruments, concentration limits)

Sanctions/PEP questionnaires

Source of funds/wealth attestations

Insurance certificates if agent requires professional indemnity coverage confirmation (more common for law firm escrows)

Timelines and costs

Reasonable expectations:

Provider selection and term sheet: 3–5 business days.

KYC onboarding: 5–15 business days (simple) or 15–30 (complex).

Agreement negotiation: 1–2 weeks if you use the agent’s template and push only essential edits.

Account opening and test wire: 1–3 business days after KYC approval.

All-in, a well-run process is 2–4 weeks. High-risk counterparties can push this to 6–8 weeks.

Typical fees (ballpark only; market varies):

Setup fee: USD 2,000–15,000 depending on complexity and jurisdiction.

Annual/admin fee: USD 1,000–5,000.

Transaction fees: USD 50–300 per wire; percent-based fees of 0.02%–0.20% appear for larger escrows.

FX margins: 5–30 bps from interbank; negotiate tighter spreads for large conversions.

Investment management: if you use money market funds, expect an additional 5–15 bps or a flat fee.

Legal review: your own counsel and possibly the agent’s legal fees if heavily negotiated.

Clarify who pays. A clean approach is split 50/50 on setup and admin, and each side covers its own legal costs.

Designing release mechanics that work

Joint instruction vs unilateral

Joint instruction is the default when both sides can agree on releases.

Unilateral release with an officer certificate works when triggers are objective (e.g., “no claims received by X date,” or “claim supported by final non-appealable judgment”).

Automatic release dates are helpful for time-based holdbacks—with carve-outs for disputed amounts.

Evidence standards and disputes

Be explicit. If a claim can be made unilaterally:

Define the content of the officer certificate.

Allow a notice-and-objection window (e.g., 10 business days).

If objected, freeze the disputed portion and release the undisputed balance.

Set a path to resolution (arbitration or court). The agent should be empowered to interplead funds and walk away if needed, with protected costs.

A sample structure I’ve used repeatedly:

On or after the 12-month anniversary, the agent releases the balance to Seller unless before that date Buyer delivers a certificate stating (i) nature of claim, (ii) amount, (iii) relevant SPA sections. If Seller objects within 10 business days, the agent holds the Disputed Amount pending (a) joint instruction, (b) final order of [LCIA arbitration], or (c) written confirmation from Buyer withdrawing the claim. All undisputed amounts flow per schedule.

Keep it mechanical. If your agent has to interpret “material breach,” you will end up in limbo.

Currency, FX, and interest

Multi-currency accounts: Open sub-accounts per currency. This avoids forced conversions and FX risk at release.

Hedging: For large USD/EUR/GBP exposures over long durations, consider forward contracts or collars outside of the escrow, with results settled in fresh funds to the escrow when releases come due.

Cut-off times: USD wires might require instructions by 12:00–14:00 Eastern for same-day value; EUR Target2 cut-offs matter; SGD/Asia time zones can help with rolling deadlines.

Interest: If the account is non-interest-bearing, the agent should confirm the policy. In Europe, negative rates still appear episodically; specify who bears them. If invested in money market funds, set strict criteria (AAA-rated, same-day liquidity, currency-matched, no repos without tri-party safeguards).

Bank charges: Include a clause that bank fees are taken pro rata from the escrow or explicitly borne by a party.

Tax and reporting

US withholding: Without a valid W-9/W-8, a US-payor or US bank may apply backup withholding (24%). Even offshore agents will insist on FATCA/CRS forms. Don’t wire until forms are validated.

Interest income: Decide whether interest accrues to buyer, seller, or the escrow itself for pro rata distribution. In some jurisdictions, interest to non-residents may face withholding; coordinate with tax advisors.

FATCA/CRS: The agent will collect self-certifications to meet reporting obligations. If your structure includes FFIs or pass-through entities, have GIINs ready.

Reporting: Ask the agent for year-end statements showing gross interest, fees, and tax withheld by currency.

I usually allocate interest to whoever receives the principal, pro rata to their distribution amounts, unless a party is tax-sensitive (e.g., different withholding rates). Document it to avoid arguments.

Sanctions, AML, and regulatory risk

Screening: Expect OFAC/EU/UK/UN sanctions screening for all parties, UBOs, directors, and sometimes significant customers of the target if funds are derived from operations.

Source of funds: If the purchase price includes debt drawdowns, have facility documentation and use-of-proceeds statements ready. Private wealth sources may need bank statements or asset sale documents.

PEPs: Disclose early; PEP connections don’t automatically kill the deal, but they increase scrutiny and require enhanced due diligence.

Ongoing monitoring: Providers may run continuous screening and will freeze on credible hits.

Restricted jurisdictions: Funding from banks in high-risk countries can be rejected. Consider routing through a reputable correspondent in a neutral country.

Draft a sanctions override: the agent may refuse to act if doing so would breach sanctions, with no liability for resulting delays.

Operational controls to prevent wire fraud

Business email compromise has derailed more than one closing. Bake in controls:

Dual authorization: Two authorized signers per instruction.

Out-of-band call-backs: The agent must verify instructions via a known phone number; ban last-minute number changes by email.

Allowlists: Predetermine recipient accounts and require joint instruction to add new ones.

Verification phrase: Use a shared passphrase known only to the core team for verbal confirmations.

Test wires: Send a nominal amount first and confirm value date and correct credit.

Time buffers: Avoid last-minute, after-cut-off transfers.

I keep a one-page “funds flow” sheet with account names, numbers, SWIFT codes, and a QR code linking to a secure document folder. Everyone signs off before close.

Aligning the escrow with the SPA and RWI

Your SPA and escrow agreement must sing the same tune:

Definitions: Copy/paste key defined terms (Claim, Losses, Disputed Amount) or incorporate by reference carefully.

Baskets and caps: Ensure the escrow isn’t the only recovery source if the SPA allows claims above the escrow amount.

Survival periods: Match the indemnity survival in the SPA to the escrow release schedule.

RWI: If you have buy-side RWI, reduce the escrow to the policy’s retention and carve out fraud, fundamental reps, and known issues. Insurers often require the escrow to survive until the retention period ends.

A mismatch here is a recipe for late-night drafting marathons.

Common mistakes and how to avoid them

Picking a provider too late: KYC will slip your closing. Start provider selection as soon as the term sheet is signed.

Vague release language: Ambiguity equals frozen funds. Use objective triggers and simple evidence.

Using omnibus accounts: Push for segregated, named trust accounts for bankruptcy protection and transparency.

Ignoring negative interest: Europe still throws curveballs. State who bears negative rates or fees.

Misaligned governing law: Drafting under New York law with a Jersey agent and DIFC courts creates unnecessary friction. Keep governing law compatible with the provider’s comfort area (English law or local common-law courts often work best).

No dispute fallback: Always include interpleader/arbitration routes and agent’s right to deposit funds with a court.

Currency mismatches: Multi-currency deals that hold only in USD expose sellers to FX swings. Open sub-accounts or hedge.

Sanction surprises: Late discovery of a sanctioned shareholder stalls everything. Run independent sanctions checks early.

Skipping W-8/W-9: You’ll trigger withholding headaches. Collect tax forms before funding.

Over-customizing the agent’s obligations: Escrow agents are not referees. Keep their role ministerial to avoid refusals or higher fees.

Case studies from the trenches

1) US buyer, Israeli seller, APAC customers

Issue: Buyer wanted USD escrow; seller concerned about FX on earn-out; parties in three time zones.

Solution: Singapore agent with USD and ILS sub-accounts, English-law agreement, automatic release for undisputed balances, SIAC arbitration for disputes. FX hedges executed by seller outside the escrow. Onboarding took 12 business days; no wire delays at close.

2) EU manufacturer acquiring assets in Brazil

Issue: Regulatory approvals pending; capital controls concerns; need for a neutral venue.

Solution: Jersey trust company with USD escrow; release to seller on receipt of Brazilian antitrust clearance or 9 months lapse with buyer’s non-objection certificate. Negative interest risk allocated to buyer. Onboarding took 3 weeks due to apostilles from multiple countries.

3) Middle East PE fund selling a portfolio company to a UK trade buyer

Issue: Indemnity escrow with RWI; investor base included PEPs.

Solution: DIFC agent, English-law agreement, escrow sized to RWI retention (1% of price), fraud carve-out. Enhanced due diligence for GP and major LPs; cleared after additional disclosures and legal opinion on source of wealth. Setup in 20 business days, largely driven by KYC.

Each of these avoided friction by aligning the escrow agreement tightly with the SPA and anticipating KYC hurdles early.

Quick templates and working aids

Escrow term sheet skeleton

Parties: Buyer, Seller, Escrow Agent

Purpose: [Indemnity/Working Capital/Earn-out]

Amount/Currency: [X] in [USD/EUR/…]; sub-accounts as needed

Governing Law/Venue: [English law; LCIA arbitration/DIFC Courts/Jersey Royal Court]

Account Type: Segregated trust account(s); insolvency-remote

Funding: By [Buyer] on [Closing Date] with [value date]

Release: Automatic release on [date] absent claim; joint instruction for interim releases; unilateral on officer certificate with objection window

Dispute: Agent may freeze Disputed Amount; interpleader/arbitration

Investment: Cash or [AAA] money market only; same-day liquidity

Interest/Fees: [Allocation]; negative interest borne by [Party]

Tax: W-8/W-9; CRS; withholding mechanics

Sanctions/AML: Agent may refuse/freeze if required by law

Fees: Setup [amount]; admin [amount]; wire [amount]; FX [bps]

Notices/Instructions: Secure email + call-back; dual authorization

Authorized instruction format

Date/time; reference to Escrow Agreement §

Amount and currency

Recipient account details (pre-approved)

Basis for release (joint or unilateral with certificate attached)

Signatures of two authorized signers per party

Agent’s confirmation block (for countersignature)

Board resolution checklist (per party)

Approval of entry into escrow agreement

Appointment of authorized signers with specimen signatures

Approval of KYC disclosures

Authority to fund/receive funds

Authorization to deliver tax forms (W-8/W-9/CRS)

Provider short list by use case

Fast European private M&A under English law: Jersey/Guernsey trust companies (JFSC/GFSC regulated), large UK banks’ trust departments.

APAC multi-currency with quick cut-offs: Singapore MAS-licensed trust companies or international banks in SG.

Middle East/Africa crossroads with common-law courts: DIFC (DFSA) or ADGM (FSRA) agents.

EU-heavy structure and fund PSF familiarity: Luxembourg PSF providers.

North Asia focus: Hong Kong banks or regulated law firm client accounts for smaller escrows; for larger, bank trust teams.

Choose one provider and one backup; run KYC in parallel if the timeline is tight.

Frequently asked questions

Can we use crypto or stablecoins in escrow?

Some agents will not touch digital assets. A few specialized providers will, but expect high fees, strict custody arrangements, and additional legal opinions. For mainstream deals, fiat currencies in top-tier banks remain standard.

Can the escrow be pledged or assigned?

Generally no, unless the agreement expressly permits. If lenders need comfort, use a negative pledge and acknowledgment from the agent, or establish a separate collateral account.

What happens if the agent is acquired or insolvent?

Segregated trust accounts should be ring-fenced. Include a clause allowing replacement of the agent and transfer of the account on notice. Confirm the agent’s client money protections under local regulations.

Should we cap the agent’s liability?

Yes. Market practice is to cap at the amount of fees paid or the escrow balance, with carve-outs for gross negligence or willful misconduct. The agent will insist on indemnities from both parties.

Who gets the interest?

Market practice varies. Often interest follows principal pro rata. If interest rates are negative, make it explicit who bears the cost.

A step-by-step timeline you can run with

Day 0–2: Agree on purpose, currency, amount. Send a one-page term sheet to 2–3 providers.

Day 3–5: Select provider; receive KYC checklist and draft escrow agreement.

Day 5–12: Compile KYC and submit. Begin escrow agreement mark-up focusing on release mechanics, sanctions, and tax.

Day 12–15: KYC approvals for straightforward parties. Open accounts; exchange wire details; run test wires.

Day 15–20: Finalize escrow agreement. Lock the signatory schedule and call-back contacts.

Day 20+: Fund at least one business day before closing. Execute SPA. Confirm agent holds funds. Proceed with closing flows.

Post-close: Track claim windows, earn-out milestones, and automatic release dates. Refresh KYC annually or on trigger events. Close the escrow, distribute residuals, archive statements and tax forms.

Practical negotiation tips from experience

Don’t over-lawyer the agent. They are custodians, not adjudicators. Every extra responsibility you put on them increases fees and delays.

Get the investment policy right. If someone insists on “highest available yield,” push back to “capital preservation, same-day liquidity” to avoid market value NAV swings.

Put FX in the SPA, not the escrow. Define who bears conversions and at what reference rate window. Keep the agent’s role mechanical—execute a conversion upon joint instruction.

Align time zones. If your closing runs past business hours in the agent’s jurisdiction, pre-schedule after-hours support or switch to a jurisdiction with better overlap.

Pressure-test the dispute clause. Ask, “If we disagree at 6 p.m. on a Friday, what exactly happens by Monday?”

When not to use an offshore escrow

Domestic-only deal under a highly predictable legal system with low sums and short hold periods—your local bank’s escrow may be faster and cheaper.

Situations where a standby letter of credit or parent guarantee provides better security and lower friction.

Transactions covered by broad RWI, where a small onshore escrow for de minimis matters suffices.

Use the tool that fits the risk, not the one that looks fancy on a closing checklist.

Final checklist before you wire a cent

Provider onboarded; segregated account details verified via test wire.

Escrow agreement signed; release mechanics tested with sample instructions.

SPA definitions and survival periods consistent with escrow terms.

Dual authorization and call-back procedures confirmed and rehearsed.

KYC complete; W-8/W-9 and CRS forms validated.

Sanctions/PEP screening cleared; source of funds documented.

Investment policy and negative interest allocation agreed.

Wire cut-off times and value dates aligned with closing timeline.

Dispute process and agent’s interpleader rights clearly stated.

Contact sheet with direct phone numbers for the agent’s team, not just a generic email box.

An offshore escrow shouldn’t be the star of your M&A deal. With the right jurisdiction, provider, and crisp mechanics, it will do what it’s meant to do: quietly safeguard money while the commercial pieces fall into place, and release it exactly when you expect. That’s the kind of boring everyone can celebrate on closing day.