RuleWatch Regulatory topic brief Regulatory Topic Brief · USD 119
Holding customer funds as a non-bank marketplace
What the current public rules say across your three markets, who is likely to be caught, and the questions to put to counsel before you build.
You are about to hold seller funds between payment and payout. That single design decision is the one that determines whether you are a marketplace with a payment feature or a regulated payments business. This brief sets out what the public sources say in each of your three markets, where the boundaries sit, and what needs a lawyer rather than a researcher.
On the design you described, settlement in T plus 7 with funds in your own account, the public position in two of your three markets points toward a licensing or agency requirement. There is a well established structural alternative that most marketplaces at your stage use, and it is cheaper to adopt now than to retrofit.
Scope
What this brief covers, and what it cannot
Three markets: the United Kingdom, Ireland and the Netherlands. One question: does holding seller funds for up to seven days, in an account controlled by you, require authorisation or an exemption in each.
| In scope of this brief | Not in scope |
|---|---|
| The published position on holding third party funds | How that position applies to your specific facts |
| The commonly used exemptions and their published conditions | Whether you qualify for any exemption |
| Which authority publishes on the topic, and where | Any communication with those authorities |
| Timelines and consultation status of pending change | Predicting what a regulator will decide |
| Structural options other marketplaces use publicly | Recommending which one you should adopt |
Position
Where each market currently stands
Read from each authority's own published material as at 26 September 2026. Cells describe the published position, not an opinion about your business.
| United Kingdom | Ireland | Netherlands | |
|---|---|---|---|
| Holding funds for a third party | Regulated activity | Regulated activity | Regulated activity |
| Commercial agent exemption exists | Yes, conditions apply | Yes, conditions apply | Yes, narrower |
| Acting for both buyer and seller | Breaks the exemption | Breaks the exemption | Breaks the exemption |
| Segregated account expected | Yes | Yes | Yes |
| Guidance updated in last 12 months | Yes, Feb 2026 | No | Yes, Jul 2026 |
| Published register of authorised firms | Yes | Yes | Yes |
The third row is the one that matters. Your design has you contracting with both sides and holding the money, and every one of the three published positions treats that as outside the agent exemption. That is why the verdict reads as it does.
Change
What has moved, and what is coming
- Feb 2026
UK guidance restated on the agent exemption
Clarifies that the exemption is unavailable where a platform has authority to act for both payer and payee. Directly relevant to your design and the single most important source in this brief.
Published regulator guidance, February 2026
- Apr 2026
Consultation closed on safeguarding rules
Proposals to tighten how held funds must be segregated and reported. Response not yet published. Would raise the operating cost of the licensed route if adopted.
Consultation paper and closing notice
- Jul 2026
Dutch authority publishes a marketplace note
Describes common marketplace structures and which ones it considers in scope. Includes a worked example close to your model.
Authority publication, July 2026
- Pending
Irish position unchanged since 2023
No update in the period reviewed. Absence of change is not endorsement, and the 2023 material predates the structures you are considering.
Authority publications index
- Watch
Safeguarding consultation response
Expected within two quarters. If adopted as drafted it changes the cost, not the shape, of the licensed route.
Regulator policy timetable
Options
How comparable businesses are structured
Described from the public disclosures and terms of service of operating marketplaces. This is not a recommendation and the suitability of any structure depends on facts only your adviser can assess.
Regulated payment partner of record
A licensed provider holds and moves the funds; you never touch them. Fastest to launch, highest per-transaction cost, least control over payout timing. Publicly used by the majority of comparable marketplaces under roughly USD 50m of volume.
Agent of the seller only
Contract so you act for one side, with the published conditions met. Cheaper to run, narrows what your product can do, and the February guidance makes the conditions harder than they were.
Seek authorisation yourself
Full control, lowest marginal cost at volume. Months of process, capital requirements, ongoing reporting, and the pending safeguarding consultation would add to it.
Next
Questions for your adviser
Take these to a qualified payments lawyer in each market. They are written so the answer is usable rather than academic, and so that one hour of advice produces a build decision.
- On our facts, does a T plus 7 hold in our own account constitute holding relevant funds in each of the three markets?
- Does a shorter hold with a separately funded dispute reserve change that answer?
- Can we structure as agent of the seller only, given that buyers contract with us for delivery and refunds?
- What exactly does the February 2026 guidance change compared with the previous position?
- If we use a regulated partner of record, what residual obligations remain with us?
- What are the consequences if we launch on the current design and the position is later found to be in scope?
- Does the Dutch July note's worked example correspond to our structure?
- What is the realistic timeline and capital requirement if we did seek authorisation?
- Would the pending safeguarding proposals, if adopted as drafted, change any of the above?
- Which of the three markets should we launch in first, given the differences here?
- What must our terms of service say, in each market, for the chosen structure to hold?