Proof Of Funds And Transaction Readiness
Is It Legal for a Third Party to Issue Proof of Funds on a Company’s Behalf?
It can be lawful for a third party to provide proof of funds for a commercial transaction, but only when the document is truthful, properly authorized, and clearly states whose funds they are. The moment a third party claims the company holds funds it does not hold, you are in misrepresentation territory.
This question comes up in real deals: a sponsor has a special purpose vehicle, a buyer has a holding company, or a high net worth individual is backing a bid. The seller asks for proof of funds. The buyer does not want to disclose bank statements. Someone suggests: “Let the backer issue it.”
A proof of funds letter is typically a statement that funds are available at a point in time. It is not the same thing as a binding payment obligation. In commercial settings, counterparties still treat false or sloppy proof of funds as a serious red flag.
The Core Legal Issue
The legality is less about the label “proof of funds” and more about the representation being made. If a third party states facts that are false or misleading and a counterparty relies on them to enter a contract, that can trigger civil liability and, in some cases, criminal exposure depending on the jurisdiction and intent.
Usually Acceptable
A third party proves their own
funds and states they intend to make funds available to the buyer under a defined arrangement, subject to documentation.
Usually Not Acceptable
A third party claims the buyer’s company
holds funds it does not hold, or suggests the bank has “blocked” funds when it has not.
High-Risk Grey Zone
Letters that hint at commitment without stating conditions, or that use bank style language that makes the recipient think a bank is standing behind it.
Practical Reality
Even if technically “legal,” counterparties may reject it if it fails KYC, beneficial ownership, or source of funds expectations.
What Makes Third-Party Proof of Funds “Clean” in Commercial Transactions
| Requirement |
What It Looks Like in Practice |
| Truthful ownership |
The letter states the funds belong to the third party, not the buyer, unless they are actually in the buyer’s accounts. |
| Authority to speak |
A corporate authorization or agency letter allowing the third party to communicate with counterparties about funding support. |
| Defined use |
Specifies the transaction, the maximum amount supported, and the validity period. |
| Non-bank language |
Avoids “bank guarantee”, “blocked funds”, “irrevocable commitment” unless those instruments actually exist. |
| Evidence pack |
Redacted statements, custody statements, escrow confirmation, or a bank-issued proof of funds letter for the third party. |
| Compliance readiness |
Third party is prepared to pass source of funds checks, beneficial ownership checks, and sanctions screening if required. |
If you need the bank to be on the hook, do not call it proof of funds. Use the correct instrument: a bank guarantee, standby letter of credit, escrow arrangement, or a binding commitment letter from a regulated lender.
Better Options Than “Third Party Issued Proof of Funds”
In many commercial deals, the cleanest path is to separate two things: (1) who holds the money, and (2) what obligation exists to fund the buyer. These alternatives tend to pass diligence faster:
Third Party Proof of Funds + Commitment Letter
The backer provides proof of their funds, plus a signed capital commitment letter to the buyer subject to conditions.
Escrow Confirmation
Funds move into escrow with release conditions aligned to the purchase agreement. This is hard for sellers to argue with.
Bank-Issued Proof of Funds
The bank issues the proof of funds letter for the fund holder. If you need a structured version, use a formal proof of funds process
rather than informal templates.
Standby LC or Guarantee
Used when the seller wants a bank-backed undertaking, not a snapshot of liquidity.
Third Party Proof of Funds Sample (Commercial)
This sample is intentionally conservative. It avoids implying a bank obligation. It states whose funds they are. It limits reliance. Adapt with counsel for your jurisdiction and transaction.
[Third Party Letterhead]
[Address]
[City, Country]
[Email] | [Phone]
Date: [DD MMM YYYY]
Re: Proof of Funds and Funding Support for [Buyer Company Legal Name] in relation to [Transaction / Asset / Contract Reference]
To Whom It May Concern,
This letter is issued at the request of [Buyer Company Legal Name] for the limited purpose of supporting preliminary commercial discussions relating to the above referenced transaction.
1) Funds Ownership and Availability
I/We, [Third Party Legal Name], confirm that as of the date of this letter we control liquid funds in the amount of up to [Amount] held at [Name of Bank or Custodian] in accounts in our name.
2) Intended Funding Support
Subject to execution of definitive documentation acceptable to us, including applicable KYC, AML, sanctions screening, and transaction documentation, we presently intend to make available funding up to [Amount] for the benefit of [Buyer Company Legal Name] in connection with the referenced transaction. The form of funding may include equity, shareholder loan, or other agreed structure.
3) No Bank Obligation, No Guarantee
This letter does not constitute a bank guarantee, standby letter of credit, commitment by any financial institution, or a legally binding obligation to fund. No party may rely on this letter as a substitute for definitive financing documentation.
4) Validity and Reliance
This letter is valid until [Expiry Date] unless withdrawn earlier in writing. It may be relied upon solely by [Counterparty Legal Name] for evaluation of transaction readiness and may not be distributed to other parties without our prior written consent.
Sincerely,
__________________________
[Name]
[Title, if applicable]
[Third Party Legal Name]
Company Authorization Sample (So the Third Party Can Speak)
[Buyer Company Letterhead]
Date: [DD MMM YYYY]
Re: Authorization for Funding Support Communications
We, [Buyer Company Legal Name], authorize [Third Party Legal Name] to communicate with [Counterparty Legal Name] regarding funding support for [Transaction Reference], including providing evidence of funds held by [Third Party Legal Name] and general funding intent statements consistent with executed documentation.
This authorization does not grant authority to bind the company to any financing terms and does not create any obligation on [Third Party Legal Name] unless and until definitive agreements are executed.
Authorized Signatory:
__________________________
[Name]
[Title]
[Buyer Company Legal Name]
Frequently Asked Questions
Is third-party proof of funds automatically illegal?
No. It can be lawful when it truthfully states the third party holds the funds and clearly describes the intended support without implying a bank obligation.
Can a high net worth individual issue proof of funds for a company?
They can provide proof of their own funds and a separate funding support letter to the company. Claiming the company holds those funds, when it does not, is the common mistake.
What do sellers and lenders usually reject?
Any letter that looks like a bank instrument, references “blocked funds” without verification, or avoids identifying the actual fund holder and the limits of reliance.
What is the safest proof of funds format for commercial deals?
A bank-issued proof of funds letter for the actual fund holder, escrow confirmation, or a structured proof of funds package with verifiable evidence and controlled disclosure.
Need Proof of Funds That Survives Diligence?
If your counterparty needs formal liquidity confirmation, use a structured proof of funds
approach rather than improvised third-party letters.
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