Wise Law BV provides comprehensive support for corporate acquisitions, contractual transactions and cross-border financial arrangements. In many commercial transactions — particularly those involving the transfer of shares, real estate, or high-value assets — parties require a secure and neutral mechanism to safeguard funds pending completion. Escrow is the internationally recognised instrument to achieve this.

To ensure the highest level of legal certainty and fiduciary protection, Wise Law BV collaborates exclusively with licensed attorneys and civil-law notaries who act as independent escrow agents. These professionals operate in jurisdictions where notarial or fiduciary intervention is legally required, such as in the transfer of shares or real property.

In transactions involving international parties or funds held under US jurisdiction, Wise Law BV works closely with its dedicated escrow partner:

IOTA Escrow Partner – Michael J. Kirwin, P.L. (Florida, USA)

Wise Law BV has entered into a formal Escrow and Payment Services Agreement with
Michael J. Kirwin, P.L., attorney at law, who acts as Escrow Agent via an authorised Florida Bar IOTA Trust Account. This ensures that escrow funds entrusted to Wise Law BV clients benefit from:

• Fiduciary protection under Florida law
• Strict trust-accounting rules (segregation, reconciliation, audit compliance)
• Enhanced AML / CTF verification procedures
• Secure holding and disbursement of funds in accordance with fully regulated professional obligations

This collaboration provides international clients with a secure, compliant and transparent escrow solution backed by a regulated US attorney and the Florida Bar trust-account system.

What Is an Escrow Agreement?

An escrow agreement — also referred to as a deposit agreement — is a legally binding contract between a buyer, a seller and a neutral third party (the escrow agent). Under this arrangement, part of the purchase price or settlement amount is deposited into a quality account or third-party fiduciary account, where it remains securely held until predetermined conditions are satisfied.

The agreement typically specifies:

• the purpose for which the escrowed funds are held;
• the duration of the escrow arrangement;
• the precise conditions under which the escrow agent must release the funds to either party.

These conditions may include:

• a joint instruction from buyer and seller;
• compliance with contractual obligations;
• the passage of a specified period without objection;
• an irrevocable judgment or court order.

Until the conditions are met, the escrow agent retains custody of the funds and may release them only in accordance with the escrow agreement.

How Escrow Protects the Parties

By depositing part of the purchase price in escrow, the buyer secures an additional safeguard.
If the seller breaches a representation, warranty or other contractual obligation — and the buyer’s claim is accepted or upheld by a court — the buyer may recover damages from the escrowed funds, without having to rely on enforcement against the seller directly.

The escrow arrangement is particularly valuable in scenarios such as:

• seller insolvency
  The escrowed amount does not automatically fall into the bankruptcy estate.
  If the buyer’s claim is upheld within the agreed period, the funds in escrow can be released to the buyer regardless of the seller’s bankruptcy.
• risk of non-performance
  The escrow ensures that money is only released when contractual conditions are met.
• cross-border transactions
  Escrow provides a neutral, trustworthy mechanism in which neither party must assume the financial risk of the other’s jurisdiction.

Even if the escrow agent (e.g. a civil-law notary) becomes insolvent, funds held in a notarial quality account remain legally protected and do not form part of the bankruptcy estate.

Advantages and Disadvantages of Escrow

Advantages

• High level of security for both parties
• Relatively low costs, usually shared by buyer and seller
• Protection against seller insolvency
• Clear, predetermined mechanisms for dispute resolution
• Greater trust in international or unfamiliar transactions

Disadvantages

• Sellers cannot immediately access the full purchase price
• Additional documentation and verification procedures
• Potential delays if one party does not issue timely instructions

Wise Law BV’s Escrow Support

Whether your transaction concerns a corporate acquisition, a real estate transfer, an investment arrangement or a cross-border financial deal, Wise Law BV provides:

• drafting and negotiation of escrow agreements;
• coordination with civil-law notaries and regulated attorneys acting as escrow agents;
• full implementation of conditions precedent and closing requirements;
• verification, compliance and anti-money-laundering safeguards;
• collaboration with the IOTA escrow structure under the supervision of Michael J. Kirwin, P.L. (Florida, USA), ensuring US-regulated fiduciary management.

In every escrow matter, Wise Law BV ensures that the transaction is conducted transparently, securely and in strict compliance with all applicable legal, regulatory and fiduciary obligations.