Marketplace platforms hold seller funds between purchase and payout, often for days or weeks depending on return policies, dispute resolution, and payout schedules. These funds are subject to the same custodial obligations that apply to any institution holding client money. As PSD3 narrows the commercial agent exemption and the FCA's Supplementary Regime tightens safeguarding requirements, the regulatory scope is expanding to cover marketplace custody arrangements that were previously outside formal supervision.
The custody architecture a marketplace chooses determines its regulatory exposure, operational cost, and resilience under stress. For marketplaces operating across borders, with sellers in multiple currencies and jurisdictions, the infrastructure decision is both a compliance requirement and a competitive consideration.
The custody challenge specific to marketplaces
Marketplaces differ from payment platforms and payroll providers in a critical respect: they routinely hold funds for extended periods as part of their core business logic. A payroll platform holds funds between employer funding and pay date, typically days. A marketplace may hold seller funds for weeks, pending delivery confirmation, return windows, and scheduled payout cycles.
During this holding period, the marketplace has a custodial obligation. The funds belong to the seller, not the marketplace. If the marketplace commingles seller funds with its own operating capital, or tracks them only through internal ledger entries in a pooled account, the same architectural risks that the Synapse collapse revealed apply directly.
PSD3's tightening of the commercial agent exemption is particularly relevant. As Stripe's PSD3 analysis for platforms explains, PSD2 already tightened this exemption to apply exclusively in cases where a platform acts on behalf of either the payer or the payee, but not both. PSD3 proposes to narrow it further, meaning marketplaces that were previously able to claim they were merely facilitating payments will increasingly fall within the scope of payment services regulation. The custody requirements that apply to payment institutions will apply to more marketplace platforms.
Pooled accounts and marketplace risk
Many marketplaces hold seller funds in pooled accounts: a single bank account holding funds for all sellers, with an internal ledger tracking each seller's balance. This structure is operationally simple. It is also structurally risky.
If a marketplace holding $50 million in seller funds across 10,000 sellers becomes insolvent, the resolution depends entirely on the accuracy of the internal ledger. The bank sees one account with one balance. The sellers each believe they have a distinct claim. The gap between those two views is where funds go missing.
The EBA's guidance on the commercial agent exclusion for e-commerce platforms makes the risk explicit: platforms that collect payments before products are delivered and transfer aggregate amounts to payees on a regular basis are in absolute control of those funds without any safeguarding requirements during the holding period. The regulatory gap between control and obligation is precisely what PSD3 and the FCA's Supplementary Regime are designed to close.
For marketplaces with international seller bases, the risk compounds. Seller funds denominated in multiple currencies, held across multiple banking relationships, tracked by a single internal ledger, create a reconciliation challenge that scales poorly. A discrepancy in one currency's sub-ledger can propagate across the entire payout system.
Named accounts for marketplace custody
Named account structures address the marketplace custody challenge directly. Each seller receives a distinct named custody account held in their name at the custodial institution. Funds from buyer purchases are routed to the seller's named account. Payouts are disbursed from the same account.
The ownership is structural. The bank sees individual accounts for individual sellers. The marketplace does not need to maintain a separate ledger reconciling internal records against an aggregate bank balance. The account structure is the record of ownership.
For marketplaces operating across borders, named accounts denominated in multiple currencies provide additional clarity. A seller in Germany has a euro-denominated account. A seller in Japan has a yen-denominated account. FX conversion from the buyer's currency to the seller's currency happens at the point of settlement, with the funds arriving directly into the seller's named account.
This architecture also simplifies regulatory compliance. Under the FCA's Supplementary Regime and PSD3's segregation requirements, named accounts satisfy safeguarding obligations by design. Daily reconciliation is a verification of individual account balances. Resolution packs contain a list of named accounts rather than a ledger reconstruction exercise.
The marketplace infrastructure stack
Marketplace platforms evaluating their custody infrastructure should consider three specific requirements:
As The Paypers' PSD3/PSR analysis documents, the Council and Parliament reached provisional political agreement in November 2025. The transition toward the PSD3 era has already begun. Marketplaces that address their custody architecture now will be prepared when the new requirements take effect.
Lorum provides custody and clearing infrastructure for marketplace platforms, with named accounts across 30+ markets, multi-currency clearing, and API-based account provisioning designed for the holding periods and payout logic that marketplace business models require. Structural segregation at the account level provides the custody clarity that regulators, auditors, and sellers all require.
