Paying Agent

Full Definition

The Paying Agent is the designated entity responsible for executing all financial distributions within a Sails.to offering structure. Operating under the authority and oversight of the Trustee, the Paying Agent manages the revenue waterfall — ensuring that every dollar flows to the right recipient in the right order. The Paying Agent does not decide whether to distribute; it executes how distributions occur according to the offering's predefined priority structure.

Why It Matters

Investors need absolute certainty that their distributions arrive correctly, on time, and in the right priority order. The Paying Agent is the mechanism that delivers this certainty. When revenue enters the Operating Series, the Paying Agent ensures investors are paid before the platform takes its fee, and the platform takes its fee before excess flows to the Treasury Series.

On Sails.to, this process is enforced on-chain via smart contracts. The Paying Agent's authority is bounded — it can execute distributions according to the waterfall, but it cannot alter the waterfall itself. That requires Trustee authorization. Separation of duties is not a policy document. It is code.

How It Works

1. Revenue is deposited into the Operating Series account
2. The Paying Agent initiates the distribution process under Trustee oversight
3. The waterfall executes in strict priority: senior obligations → investor pro-rata distributions → platform fee (1%) → Treasury Series
4. On-chain distribution records are created for every payment via smart contracts
5. Investors holding on-chain tokens receive distributions to their wallets; ISIN holders receive via traditional banking rails

Every distribution is auditable on-chain. Every cent accounted for. Every priority enforced.

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