Launching a marketplace: payments, regulation, and fund flows. 6 chapters and a final quiz.
Everything a marketplace founder needs to master on the payments side: why collecting funds on behalf of third parties is a regulated activity, the three routes to compliance (a license, an exemption, a regulated partner), how to choose a provider (Mangopay, Lemonway, Stripe Connect, Adyen for Platforms), seller KYB, flow architecture (safeguarding, escrow, splits, payouts), dispute management, DAC7 obligations, and the go-live checklist.
Understand why collecting funds on behalf of third parties makes a marketplace a regulated business under PSD2
Choose between a payment institution license, the commercial agent exemption, and partnering with a regulated provider
Compare the main marketplace payment platforms (Mangopay, Lemonway, Stripe Connect, Adyen for Platforms) on objective criteria
Design an AML/CFT-compliant seller KYB flow without killing onboarding conversion
Chapter 1. The marketplace model and why payments matter.
A marketplace connects buyers with third-party sellers and usually earns a commission on each transaction. A traditional online retailer sells its own inventory, whereas the platform collects money that doesn’t belong to it. The price the buyer pays is owed to the seller; only the commission goes to the platform. Users never see the difference, but it changes everything legally and technically, and it makes payments the first regulatory workstream in any marketplace project.
€175.3B
French e-commerce in 2024 (+9.6%)
Fevad, 2025 annual report
≈ $3.8T
GMV of the world’s top 100 marketplaces
Digital Commerce 360, 2024
≈ 1/3
share of sales on major French sites made by third-party sellers
Fevad / Mirakl, 2024
🛍️
Product marketplaces (B2C/C2C)
Amazon, Cdiscount, Vinted, Leboncoin. A catalog of third-party sellers, commissions of 5% to 20%, high volumes, moderate order values. Key issues: KYB at scale, delivery disputes, DAC7.
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Services marketplaces
Malt, StaffMe, Wecasa. Payment secures the service through escrow until the work is approved. Key issues: escrow, conditional release of funds, service providers’ status.
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B2B marketplaces
Ankorstore, Mirakl-powered marketplaces. Large orders, payment on terms (30/60 days), bank transfers and direct debits rather than cards. Key issues: financing, buyer credit scoring, reconciliation.
The naive flow, prohibited without regulatory status
Buyer
Pays €100
Card, bank transfer, wallet
➜
Marketplace
Collects the funds into its own account
⚠️ Holds third-party funds
➜
Marketplace
Keeps a €15 commission
Its only legitimate revenue
➜
Seller
Receives €85
Often at D+7 or D+30
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The founding principle
Collecting funds on behalf of third parties is a payment service under PSD2 (acquiring payment transactions, executing credit transfers). Without a license, a valid exemption, or a regulated partner, the marketplace is illegally carrying out a reserved activity. The risk is criminal. The same irregularity also derails many fundraising rounds at the due diligence stage.
🎯 Quick question
Why are marketplace payments legally more sensitive than those of a traditional online retailer?
Chapter 2. Regulatory framework: license, exemption, or regulated partner.
PSD2 (Directive (EU) 2015/2366), transposed in France by Ordinance 2017-1252 of August 9, 2017, governs payment services under the French Monetary and Financial Code. A marketplace has three routes to compliance. It can obtain its own license as a payment institution (PI) or e-money institution (EMI) from the ACPR, or it can invoke the commercial agent exemption. Finally, it can partner with a regulated provider that collects and safeguards the funds on its behalf, the route chosen by the overwhelming majority of platforms.
2007
DSP1
The first Payment Services Directive. It created payment institution status and drafted the commercial agent exemption broadly.
Nov. 2015
PSD2 adopted
Directive (EU) 2015/2366 tightens the exemption. The agent must now act for the payer or the payee, not both.
Aug. 9, 2017
French transposition
Ordinance 2017-1252 brings the restrictive regime into the French Monetary and Financial Code; the ACPR publishes its interpretation and asks marketplaces to bring themselves into compliance.
2019-2021
A wave of compliance fixes
Major French marketplaces move to licensed providers (PIs/EMIs) or become agents; the exemption becomes the exception.
June 2023
PSD3/PSR package
The European Commission proposes PSD3 and a Payment Services Regulation. The marketplace framework stays in place, and supervision tightens further. A political agreement was reached on November 27, 2025, and formal adoption is expected in late 2026.
Option
How it works
Advantages
Drawbacks
Own license (PI or EMI)
The marketplace itself becomes an institution regulated by the ACPR
Full control over flows and margins; a differentiated payment product
12 to 18 months of process, minimum capital (€125,000 for a PI offering acquiring), own funds requirements, a full AML/CFT program, high recurring compliance costs
Commercial agent exemption
The platform acts as an agent authorized to negotiate or conclude the sale on behalf of the seller (or the buyer)
No license needed, quick to implement
Very narrow scope since PSD2: a mandate from only one of the two parties, with real authority to negotiate; strict interpretation by the ACPR and the EBA; high legal uncertainty
Regulated partner (dominant route)
A licensed PI/EMI (Mangopay, Lemonway, Stripe, Adyen, etc.) collects, safeguards, and pays out the funds; the marketplace never touches them
Time to market in weeks, compliance handled by the provider, variable costs
Provider fees, technical and contractual dependence, KYB requirements set by the partner
Three routes to compliance
⚠️
The commercial agent exemption: tempting, but a bad idea
Since PSD2, the exemption requires acting on behalf of the payer or the payee only. A typical marketplace structurally serves both sides of the market, and both the EBA and the ACPR interpret the exemption narrowly. A platform that collects for sellers while also running the buyer experience will struggle to claim it. Relying on it anyway exposes you to an order to bring your activity into compliance, or even to penalties for operating as an unlicensed payment service provider.
Two structures dominate the partner route. The first is simple safeguarding: the provider (a PI or EMI) opens payment accounts or e-money wallets in the sellers’ names, then protects the funds in a safeguarding account under Article L. 522-17 of the French Monetary and Financial Code. If the provider goes bankrupt, users’ funds are ring-fenced from its estate. The second uses payment service agent status: the marketplace is registered with the ACPR (in the Regafi register) as its partner’s agent. It can then play a more active role in the payment flow, under the responsibility of its principal.
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Key takeaways
The golden rule fits in one sentence: sellers’ funds must never pass through the marketplace’s own bank account. The entire architecture follows from it, from the choice of status and provider to the design of the flows.
🎯 Quick question
Which compliance route do the vast majority of European marketplaces choose?
Chapter 3. Choosing a provider: Mangopay, Lemonway, Stripe Connect, Adyen.
Your choice of payment provider shapes everything: the payment methods you accept, how splits work, the quality of KYB, payout currencies, and the often-overlooked difficulty of a future migration. Four players dominate the European platform market. Two are long-standing specialists in the wallet model, Mangopay and Lemonway; two are payment giants that have built a platform offering, Stripe Connect and Adyen for Platforms.
Leading providers for marketplacesMangopayLELemonwayStripe ConnectAdyen for PlatformsPayPal
Criterion
Mangopay
Lemonway
Stripe Connect
Adyen for Platforms
Regulatory status
EMI licensed in Luxembourg (CSSF), passported across the EU
PI licensed in France (ACPR, 2012), passported across the EU
EMI licensed in Ireland (Central Bank of Ireland)
Dutch banking license granted by the ECB in 2017 (supervised by DNB)
Product DNA
Programmable wallets, built for marketplaces from day one (Leetchi, 2013)
Wallets plus compliance; strong in crowdfunding and B2B
Developer-first API, full Stripe ecosystem (Billing, Radar, Issuing)
Unified platform for enterprise accounts, in-house acquiring, omnichannel
Account model
E-money wallets per user
Payment accounts per seller
Connected accounts (Standard, Express, Custom)
Balance accounts per sub-merchant
Typical customer
European B2C/B2B marketplaces, C2C
SMEs and mid-market companies, crowdfunding, B2B marketplaces
Local payment methods (Cartes Bancaires, iDEAL, Bancontact, bank transfer, direct debit), multi-seller splits within a single cart, escrow, partial refunds, multiple currencies.
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Built-in KYB
Automated document collection, identity and beneficial ownership verification, sanctions screening, wallet statuses (blocked/limited/verified) exposed via API and webhooks.
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Payouts
Frequency (instant, daily, weekly), currencies, SEPA and international transfers, seller IBAN management, rolling reserve.
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Pricing model
Per-transaction fee + payout fees + any KYB fees. Compare on your actual mix (average order value, share of cards vs. bank transfers, number of sellers), not on list price.
ℹ️
Selection method
Write a requirements document covering your 10 critical flows: multi-seller cart, partial refund after payout, unverified seller making sales, card dispute after payout, and so on. Get them priced, then prototype in the sandbox of two finalists before signing. Migrating to a new platform provider is a 6- to 12-month project, so it pays to overinvest in the selection.
🎯 Quick question
Which provider relies on a full banking license granted by the ECB?
Chapter 4. KYB: onboarding sellers without hurting conversion.
KYB (Know Your Business) is the business equivalent of KYC. Before a seller can collect payments, the regulated provider must verify its identity, its structure, and its beneficial owners: the individuals who hold more than 25% of the capital or voting rights. The requirement comes from the EU AML/CFT directives and the French Monetary and Financial Code. For the marketplace, KYB matters in two ways. The marketplace owns the user experience of a regulatory obligation, and that flow is the first point of friction in its seller acquisition funnel.
KYB flow for a professional seller
Seller
Signs up on the marketplace
Short form: email, legal name, SIREN (French company ID)
➜
Marketplace
Creates the seller account with the provider via API
Wallet or connected account in “unverified” status
➜
Seller
Uploads supporting documents
Representative’s ID, Kbis extract (French company registration), articles of association, beneficial ownership declaration, IBAN
➜
Regulated provider
Verifies documents and individuals
Automated checks + manual review, sanctions and PEP screening
➜
Regulated provider
Sends the status via webhook
Verified / incomplete / rejected
➜
Marketplace
Enables payouts
The seller can withdraw funds to its IBAN
Legal entity: registration extract less than 3 months old (Kbis in France), signed articles of association, legal representative’s ID, beneficial ownership register, IBAN in the company’s name.
Individual / sole proprietor (micro-entrepreneur): ID document, proof of registration (SIRET number), personal or business IBAN.
Private individual (C2C): ID document and IBAN, with lighter thresholds. Full verification is often triggered once cumulative receipts pass a set level (risk-based approach).
⚠️
No KYB, no payout, and that’s not all
Until KYB is complete, the provider blocks the seller’s withdrawals. If an alert fires (sanctions, asset freeze, unusual activity), it can freeze the wallet. A marketplace that lets large numbers of unverified accounts sell builds up trapped funds, unhappy sellers, and compliance risk. Good design lets sellers list early but makes the first sale or first payout conditional on a complete file.
> 25 %
ownership threshold that defines a beneficial owner who must be identified
EU AML/CFT directives
a few minutes to 48 hours
KYB approval time, depending on automation and document quality
Mangopay / Stripe documentation, 2025
up to −30%
sellers lost between sign-up and activation when KYB is poorly sequenced (order of magnitude reported by operators)
Platform operators’ experience, 2024–2025
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Progressive KYB
Ask for the bare minimum at the right time. Sign-up takes 2 minutes; additional documents are requested once the seller has already invested in the platform, with product listings created and a first sale imminent. Every premature field costs conversion, and every document missing at payout time costs trust.
🎯 Quick question
What is the direct consequence of incomplete seller KYB at the regulated provider?
Chapter 5. Money flows: safeguarding, escrow, and splits.
A marketplace’s flow architecture rests on three building blocks. At pay-in, the buyer pays and the funds arrive at the regulated provider. The split then divides the amount between the seller’s wallet and the platform’s commission wallet, before the pay-out sends the seller’s balance to its IBAN. In between, the funds sit in safeguarded wallets that never appear in the marketplace’s bank account, because the provider protects them in a dedicated safeguarding account.
Life of a €100 payment with a 15% commission
Buyer
Pays €100 by card
Pay-in to the transaction’s technical wallet
➜
Regulated provider
Safeguards the funds
Safeguarding account (Art. L. 522-17 CMF): funds ring-fenced from the provider’s estate
➜
Marketplace
Triggers the split via API
Transfers €85 to the seller’s wallet, €15 to the commission wallet
➜
Platform (commission wallet)
Collects €15
The only amount the marketplace can transfer to its own account
➜
Seller
Receives an €85 payout
SEPA transfer to its IBAN, immediate or deferred depending on platform policy
Strategy
How it works
Use case
What to watch
Immediate split
Seller/commission split as soon as the payment is captured
Standard products, fast shipping, low risk
A refund after the split requires debiting the seller’s wallet again (risk of insufficient balance)
Escrow
Funds held in an intermediate wallet, released when delivery or completion of the service is confirmed
Services, C2C, high-value products, B2B
Set automatic release rules (e.g., D+14 with no dispute) so funds aren’t tied up indefinitely
Deferred payout + reserve
Payout at D+7/D+30 with a rolling reserve on high-risk sellers
High-dispute categories, new sellers
Impact on seller cash flow: calibrate it carefully and spell it out in the terms of service
Three fund distribution strategies
Example: splitting a pay-in (Mangopay-style pseudo-API)
Reconciliation is the hidden workstream in marketplace flows. Every order must be matched to its pay-in, its transfers, any refunds, and its payout. A multi-seller cart complicates the equation, with one pay-in, N splits, and N payouts, and partial refunds and disputes that arrive after payout add further weight. From day one, plan for an order ID carried through every payment object, plus an automated daily reconciliation between your back office and the provider’s reports.
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Three architecture rules
1) The platform’s commission is the only amount that reaches its bank account. 2) Every event (pay-in, transfer, refund, payout) carries the order ID for reconciliation. 3) The seller’s wallet balance must never be able to go negative without a coverage mechanism (reserve, offset against future sales, guarantee).
🎯 Quick question
In a compliant marketplace architecture, what amount can legitimately be transferred to the platform’s own bank account?
Chapter 6. Disputes, DAC7, and go-live.
A marketplace inherits the disputes of all its sellers. When a buyer disputes a card payment (a chargeback), the claim travels from the buyer’s issuing bank to the acquirer used by the platform’s provider, and the funds are clawed back. The wallet architecture then determines who absorbs the loss. Best practice is to debit the seller’s wallet and cover the risk of an insufficient balance with the reserve or an offset against future sales. Otherwise, the platform pays.
⚠️
Post-payout disputes
The painful case is a chargeback that arrives after the seller has been paid. Under card network rules, cardholders have up to 120 days in practice to file a dispute. If the seller has no remaining balance and no pending sales, the platform absorbs the loss. This scenario is the main argument for deferred payouts and for reserves on high-risk categories and sellers.
On the tax side, the DAC7 directive (EU 2021/514, in effect since January 1, 2023) requires platform operators to report their sellers’ income to the tax authorities every year. The report covers identity, tax ID number, IBAN, amounts collected, and commissions by quarter. In France, it is filed with the DGFiP by January 31 for the previous year. The data is then exchanged between member states. Occasional sellers of goods are excluded under a double threshold: fewer than 30 sales and €2,000 or less a year.
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DAC7 prep starts at onboarding
Collect the required data at sign-up (full identity, TIN, address, registration) instead of chasing thousands of sellers in December. A platform must also freeze and then close the accounts of sellers who refuse to provide their information after two reminders. Design KYB and DAC7 as one and the same data collection flow.
T-6 months
Scoping
Choice of regulatory status and provider, flow specifications, three-party terms of service (platform/seller/buyer) reviewed by legal counsel.
Testing of critical flows (refund after payout, dispute, blocked seller), automated reconciliation, DAC7 register, tier 1/2 support plan.
T-1 month
Closed beta
10 to 50 pilot sellers, limited real volumes, checks on payout times and KYB approval rates.
Launch day
Go-live
Gradual rollout, real-time monitoring of pay-ins, splits, and payouts, an escalation unit with the provider.
T+3 months
Optimization
Reduce KYB friction, adjust payout times by risk segment, renegotiate pricing based on actual volumes.
Seller activation rate: share of sign-ups that reach verified KYB status (target > 70% for professional sellers).
Median payout time: from sale to funds received; when it slips, it’s the leading cause of seller churn.
Dispute rate: chargebacks ÷ transactions, monitored by category and by seller (card network monitoring programs kick in at 1.5%, with fraud included at Visa).
Reconciliation gap: amounts left unmatched at the end of the day (target: zero; temporary tolerance < 0.1% of volume).
DAC7 completeness: share of active sellers with a complete reporting file (target 100% before December 31).
🎯 Quick question
Below what thresholds is an occasional seller of goods excluded from DAC7 reporting?