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For companies distributing to many recipients at once

Paying many parties on one set of conditions: a paying-agent arrangement

The short answer

A paying agent pays many recipients from one segregated account, and only when the agreed trigger is evidenced. The payer funds the account once against a verified schedule, and the agent pays every line after it has onboarded each recipient. The agent is regulated by the ADGM Financial Services Regulatory Authority, the Dubai Financial Services Authority or the Central Bank of the UAE, depending on the arrangement. Velarozone builds the schedule, coordinates the onboarding and evidences the trigger, but is not the paying agent.

Where the money sits

Distribution funds sit in a segregated client money account with a licensed institution, not with Velarozone, which is not the paying agent. The regulator depends on the arrangement: the ADGM Financial Services Regulatory Authority, the DIFC's Dubai Financial Services Authority or the Central Bank of the UAE. Ask whether the account is pooled or designated. In ADGM's client money rules, a pooled account gives each client only a pro rata claim if the firm fails, while a designated account gives a property interest in a specific sum. Funds are paid out only against the conditions the agreement sets.

If anyone presenting themselves as acting for us asks you to pay distribution money to any account other than the one named in the agreement, stop and contact us through the details on this site.

Distributions to many parties fail in two ways: the arithmetic and the timing, and escrow is the discipline for both. The arithmetic is a schedule of who is owed what, from which tranche, after which deductions, in which currency, to which account. It has to be right before a single payment goes out, because a payment sent in the wrong amount or to the wrong account can be hard to recover. The timing is a condition: completion of the sale, a court's order, the release date in an option plan, or the close of a fund's period. It has to be evidenced to a party everyone trusts before anyone is paid.

A paying agent is that party. It onboards each recipient under regulated due diligence, holds the funds in a segregated account, and pays the schedule on the trigger, with a record of every payment. The payer is protected from paying early or paying wrongly; the recipients are protected from being paid late or not at all. The corporate-services work is building the schedule, evidencing the trigger and getting every recipient through the agent's onboarding before the day.

This is for you if

  • You are selling a company with several shareholders, or buying one and paying them.
  • You run an option or phantom-share plan whose payouts are due on an event.
  • You are distributing proceeds, a settlement or a dividend to many recipients in several countries.
  • You need one reconciled record of who was paid what, and when, to show auditors, co-investors or a court.

This may not be the right route if

  • You want the payments made ahead of the trigger or outside a verified schedule; the arrangement exists to prevent exactly that.
  • You need the legal drafting of the sale, plan or settlement; that is a licensed law firm's work, which we coordinate.
  • You want a guarantee that the agent will accept a particular recipient. Each recipient passes or fails the agent's own due diligence.

At a glance

Indicative cost
The paying agent's charges, the lawyers' fees and bank charges on the payments are set out by each; the Velarozone service fee for the schedule and the coordination is itemised in your engagement letter.
Timing
The schedule frozen before funding; recipients onboarded in the weeks before the trigger; payment on the day it is evidenced.
What's included
  • The distribution schedule built and verified
  • Every recipient through the agent's onboarding
  • The trigger evidenced and the payments reconciled

What this service includes

  • The distribution schedule built from the underlying documents and verified with the parties.
  • Every recipient's onboarding to the paying-agent account coordinated before the trigger.
  • Coordination of the agreement's drafting with UAE-licensed lawyers where bespoke terms are needed.
  • The trigger evidenced and confirmed to the agent; the payments reconciled to the schedule afterwards.
  • The corporate filings that follow a sale, such as share transfers and register updates, carried out by us.

What it does not include

  • Any payment outside the verified schedule or ahead of the trigger.
  • Tax advice to recipients in their own countries.
  • The paying agent's charges, the lawyers' fees and any bank charges on the payments, each set out by the party that earns it.

Process

How the work is sequenced

Each stage has its own dependencies (activity approvals, document legalisation, authority processing, and bank review), and we report progress against them rather than against one overall date.

  1. 01

    Schedule

    Built from the documents, verified by the parties, frozen before funding.

  2. 02

    Onboarding

    Every recipient through the agent's due diligence; accounts confirmed.

  3. 03

    Funding and trigger

    The payer funds the agent; the trigger is evidenced and confirmed.

If you are selling the company itself, the purchase price usually goes through the same agent first.

Prefer to start in writing? Send the details through the contact form.

Start with a structure assessment

In an initial consultation you receive a plain-language decision summary, a document-preparation list, and the next actions for your situation. Current figures are confirmed within your adviser-reviewed route comparison.

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Schedule and trigger

What has to be right before anyone is paid

The schedule is agreed and verified before funding; the trigger is evidenced before release.

The elements of a paying-agent distribution and who is responsible for each.

  • Distribution schedule

    What it is
    Each recipient, amount, currency, deductions and account
    Who is responsible
    Built by us from the sale, plan or settlement documents; verified by the parties
  • Recipient onboarding

    What it is
    The agent's due diligence on every payee
    Who is responsible
    Each recipient, coordinated by us
  • Funding

    What it is
    The payer's transfer to the agent's account
    Who is responsible
    The payer
  • Trigger

    What it is
    Completion, an order, a date, a certificate
    Who is responsible
    Evidenced by the parties; confirmed to the agent by us
  • Payment

    What it is
    Every line of the schedule paid on the trigger
    Who is responsible
    The agent, under the agreement
  • Record

    What it is
    A statement of every payment made
    Who is responsible
    The agent; reconciled by us to the schedule

The service

Escrow and transaction management

The transaction types the escrow service covers, where the funds sit and what releases them.

See the escrow service
Modern Dubai office meeting room overlooking the city skyline

Every route is planned against how the business will actually operate in the UAE.

Next decision

Related reading

Questions

Frequently asked

How many recipients can be paid?
As many as the schedule names, provided each one completes the agent's onboarding before the trigger. The onboarding is where the time goes, which is why it starts with the schedule and not the week before completion.
Can recipients be paid in different currencies?
Where the agent supports it, yes, at the agent's rates on the day; the schedule states each recipient's currency and the payer funds accordingly.
What if a recipient cannot be onboarded?
The agent decides whom it will pay under its own due diligence. The agreement says what happens to that recipient's share (held, returned or paid another way), and it is decided before funding, not after.
Who deducts taxes or fees from the payments?
Only what the underlying documents and the law require, and the schedule shows every deduction before the parties verify it. Recipients' own tax positions are for their advisers.
Is this the same as an escrow for a sale?
It is the same regulated arrangement and the same discipline applied to the other end of the deal: an escrow holds the price until completion; a paying agent distributes it afterwards. Many transactions use both.

Sources

Regulations, fees, and eligibility can change. Every regulatory statement is re-checked before publication and dated above.

Legal notes and scope