Sometimes — but it is a state-by-state exemption with materially different conditions, not a nationwide one, and it has to be earned in every state you take payments from.
Potentially — but a marketplace agent of payee structure is state-specific and must not be treated as a nationwide exemption.
How a marketplace agent of payee structure works
Under a typical arrangement, a seller appoints your marketplace as its authorised agent to receive payment from customers. The element that does the work in most states is this: when the customer pays the agent, the customer's payment obligation to the seller is legally satisfied — even if the agent has not yet remitted the money to the seller.
That is the whole mechanism. The customer is discharged at the moment they pay you, so the money you are holding is the seller's problem rather than the customer's risk, and the transaction stops looking like transmission on behalf of the public.
Conditions recur across the statutes, and commonly include:
- a pre-existing written agreement between the seller and its payment agent;
- authorisation for the agent to collect payments on the seller's behalf;
- that payment to the agent counts as payment to the seller; and
- that the customer no longer carries the risk of the intermediary failing to forward the money.
Why a marketplace agent of payee is not a nationwide answer
Not every state provides the same treatment, and the drafting differs materially between the states that do. Some have dropped the holding-out condition. Some have no express no-risk-of-loss clause. Some add requirements by regulation rather than statute. At least one works from a regulator's published interpretation rather than a clean statutory exemption, and a handful have adopted parts of the model law while leaving the exemption out of it.
The practical consequence is that a structure qualifying in one state can fail in the next on wording alone, without anything about your business having changed. An exemption is not a status you hold; it is a test you pass, separately, in each state.
A marketplace taking payments from customers across the United States therefore has to examine its payment flow state by state, separately from the federal analysis. Neither answer implies the other: a federal exclusion does not create a state exemption, because the two tests ask different questions.
It is also worth being clear about what the exemption is not. It is not a filing, a registration or a licence in miniature: in most states nobody grants it to you and nobody confirms you have it. You conclude that you qualify, you document why, and you find out whether you were right if a regulator ever asks. That makes the written record of your structure part of the protection rather than paperwork about it.
What this means before you rely on it
- Get the written appointment in place before taking payments, not after
- Check that your customer terms actually discharge the customer on payment
- Confirm the position in every state you take payments from
- Re-check when you change your payout timing, reserves or netting
- Keep the agreement consistent with what your product really does
Where to check your own position
The state-by-state picture, the conditions each state attaches, and the business models that usually do and do not qualify are set out in our agent of payee exemption guide, which is maintained as the states move. To test your own facts against both the federal and state tests, use the money transmission assessment.
Sources
Faisal KhanAnswered 18/Sep/2026