M&A escrow built for modern deals
North Capital administers M&A escrow accounts for indemnity holdbacks, working capital adjustments, earn-outs, and R&W insurance retention, with transparent pricing and a real-time portal for every party to the deal.
A foundational tool for closing deals with confidence
In private M&A, escrow is the primary mechanism for managing post-closing risk. Buyers protect against breaches of reps and warranties, working capital surprises, and contingent obligations. Sellers cap their exposure and accelerate closing.
The right escrow partner is fast, neutral, financially secure, and built for the operational realities of modern deal-making: online KYC, real-time visibility, transparent fees, and counsel who can speak the language of the deal team.
Industry benchmark
of private M&A deals include a separate purchase-price-adjustment escrow.
The operational layer of M&A escrow
We administer the escrow account at an independent FDIC-insured bank and support all common structures: indemnity holdbacks, working capital adjustments, earn-outs, and R&W retention. Our focus is making them run smoothly.
Separate accounts for indemnity, working capital, and earn-out within a single deal, managed in one place.
Contingencies drafted to match the deal: joint instructions, notice periods, milestones, or automatic expiration.
Escrow plus shareholder distribution from one vendor. Single point of contact, consolidated reporting.
Funds are held at an independent FDIC-insured bank, with real-time portal visibility for buyer, seller, and counsel.
What to look for in an M&A escrow partner
The criteria that matter most to deal counsel and how we deliver.
Standard M&A escrows opened in 2 to 4 business days from engagement letter.
Buyer, seller, and counsel can view account balances, activity, and disbursement status 24/7.
North Capital Private Securities is SEC-registered, FINRA member, SIPC member, fully regulated.
Self-service KYC portal for shareholders so distributions aren't held up by paperwork.
Published fee schedule. No surprises, no asset-based fees that scale with deal size.
Every transaction, instruction, and release logged. Available for audits and regulatory inquiries.
From engagement to close, in 5 steps
We review the deal, identify the right escrow structure(s), and send a standard engagement letter.
We update our standard escrow agreement to reflect the deal's specific terms and contingencies.
Account opened, KYC initiated for required parties, wire instructions issued.
Buyer wires the escrow amount at close. Funds held in FDIC-insured accounts at our partner bank.
Funds released per the escrow agreement: joint instructions, milestones, or automatic expiration.
Standard M&A escrow fees
Published rates. Custom quotes available for large or multi-account deals. Contact us for a deal-specific proposal.
Flat fees, regardless of deal size
Many escrow providers charge asset-based fees that scale with deal value, often running into the thousands. North Capital's published rates apply whether your deal is $5M or $500M. Predictable costs from engagement through close.
| Service | Fee |
|---|---|
| Escrow Administration Fee | $650 (first 12 months), then $300/year renewal |
| Combined Paying Agent | Custom quote based on shareholder count |
| KYC per Distributee | $125 per covered person |
| Wire Handling: Domestic | $25 per wire (incoming and outgoing) |
| Wire Handling: International | $45 per wire (incoming and outgoing) |
| Check Handling | $10 per check (incoming and outgoing) |
| Amendment Fee | $150 per amendment |
| Closing Reprocessing | $125 |
| Out-of-Pocket Expenses | Billed at cost |
Common questions
Standard M&A escrows typically open in 2 to 4 business days from receipt of a signed engagement letter and KYC documents from the parties.
If buyer and seller disagree on a release, we hold the disputed funds until we receive joint written instructions or a court order resolving the matter. Our role is neutral; we do not take a position on the substance of the claim.
Yes. It is common to have separate accounts for indemnity, working capital adjustment, and earn-out. We handle multi-account structures within a single deal.
When acting as combined escrow and paying agent, we collect shareholder KYC online and disburse via ACH, wire, or check. Tax reporting remains with the deal parties unless North Capital is also serving as custodian.
Yes. Funds are held in FDIC-insured accounts at our partner bank. Balances above standard FDIC limits can be allocated across multiple banks for full coverage.
Distributions follow the release mechanics in the escrow agreement: joint written instructions, unilateral instructions after a notice period, or automatic release on expiration.
Our team will scope the structure, draft the agreement, and get the account open quickly.