Business escrow,
held by a Florida attorney.
When a business changes hands, part of the money almost always has to sit somewhere neutral — a deposit before diligence closes, a holdback against the seller's representations, an earn-out that pays out over time. We hold those funds in our attorney trust account and release them strictly on the terms your purchase agreement sets.
Neutral agent, not either side's counsel. Released strictly on the terms your escrow agreement sets.
Set up your deal escrow
Tell us about the transaction and the holdback terms — we'll confirm we can administer them and issue escrow instructions.
What business escrow actually is
In a business sale the buyer and the seller have opposite fears. The buyer worries that the tax liability, the lawsuit, the unhappy customer or the overstated inventory shows up after closing, once the money is gone. The seller worries that the buyer will invent a reason not to pay. Escrow is how deals get past that: an agreed slice of the purchase price goes to a neutral third party under a written escrow agreement, and it is released when the conditions in that agreement are met — not when either side feels like it.
That makes the escrow agreement itself the document that matters. Who releases the funds and on what showing, how long the escrow period runs, what counts as a claim, what happens to interest, and what the agent does if a claim is filed all need to be written down before the money arrives. We read those terms, tell you where they are ambiguous, and then administer them exactly as written.
Why deals put business escrow with an attorney.
Escrow companies process instructions. In a business sale, the instructions are the hard part.
Neutral, and accountable for it
We act for the transaction, not for the buyer or the seller. And because we are lawyers, how we handle those funds is answerable to The Florida Bar rather than to a service agreement.
Attorney trust account
Holdback and deposit funds sit in a trust account under Chapter 5 of the Florida Bar rules — segregated from firm money, reconciled, and applied only to the purpose the escrow agreement states.
We read the escrow terms first
Most holdback disputes trace back to release language nobody pressure-tested. We flag vague claim standards, missing deadlines and conflicting notice provisions before the deal signs.
Escrows that run for years
An indemnity escrow can sit for twelve, eighteen or twenty-four months after closing. We are still here, still holding it, and still reachable when the release date arrives.
From term sheet to release.
Escrow terms agreed
Before signing, the parties settle the amount, the escrow period, the release conditions and the claim procedure. We review that language and raise what is ambiguous.
Funded at closing
The escrow amount is wired to our attorney trust account at closing and confirmed in writing to both sides, with wire details verified by voice first.
Held through the escrow period
The funds stay segregated and reconciled for the agreed term while any claim window runs. Both parties get the accounting.
Released on the written terms
At expiry, or on joint written instruction, we disburse exactly as the escrow agreement provides. If a claim is open, the affected amount stays in trust until the agreement says it can move.
Business escrow we handle.
The money in a deal rarely all moves at once. These are the pieces that wait.
Purchase-price holdbacks
A negotiated percentage of the price held after closing as the buyer's recourse if the seller's representations turn out to be wrong.
Indemnity escrow
Funds reserved against specific known exposures — a pending assessment, a tax position, a contract that has to be assigned — released when the exposure clears.
Earn-out & milestone reserves
Money that pays out as the business hits agreed revenue or performance targets after the sale, held and disbursed against the written measurement terms.
Deal deposits & good-faith money
The buyer's deposit during exclusivity and due diligence, held so the seller knows the buyer is real and the buyer knows the money is safe.
Commercial real estate escrow
Deposits and closing funds for office, retail, multifamily, industrial and land deals — including where the real estate is the asset being bought.
Seller-financing & note escrow
Documents and periodic payments held under an escrow agreement when the seller carries part of the price.
Protect yourself from wire fraud
Scammers impersonate closing agents and email fake wire instructions. We never change wire instructions by email. Before sending any funds, call us at a verified number to confirm every detail in person.
(305) 515-5003Business escrow, answered.
What are business escrow services?
How much of the purchase price is normally held back?
How long does an indemnity escrow last?
Can you act as escrow agent if another firm is papering the deal?
What happens if the buyer makes a claim against the holdback?
Do you hold business escrow outside Miami?
Client and third-party funds we hold in connection with a closing are deposited in an attorney trust account maintained in accordance with the Rules Regulating The Florida Bar (Chapter 5), kept separate from firm funds.
When we act as escrow agent we serve as a neutral third party for the transaction and do not represent either party in a claim against the escrow. Se Habla Español. This page is general information, not legal advice.
Keep exploring
Closing a deal with
money held back?
Tell us about the deal, or call now to reach an attorney. We hold business escrow in our attorney trust account and release it strictly on the written terms. Se Habla Español.
Set up your deal escrow
Tell us your situation and we'll set up a consultation with an attorney who handles your matter personally.