Fundnode · Learn

MCA Contract Clauses · 2026

Reconciliation clause — the difference between real and pretend reconciliation.

The reconciliation clause should give you a way to adjust the daily ACH when revenue drops. Most MCA contracts include reconciliation language. Few funders actually reconcile in practice. Here's how to identify real reconciliation in the contract — and which funders deliver on it.

By Keerthana Keti10 min read

Why reconciliation matters structurally

MCAs are legally a sale of future receivables, not a loan (see our MCA vs loan analysis). The legal theory is that the funder bears revenue risk — if the merchant's revenue doesn't materialize, the funder isn't owed a fixed amount.

Reconciliation is the contract mechanism that preserves this legal structure. It says: if actual revenue is lower than projected, the daily debit adjusts. Without genuine reconciliation, the MCA starts to look like a loan with a fixed obligation — and some courts have re-characterized MCAs as loans in exactly these situations, subjecting them to state usury caps.

From a merchant perspective: reconciliation matters because daily ACH at a fixed amount against variable revenue is the most common cause of MCA-driven business failure. Real reconciliation can be the difference between a survivable slow month and an NSF cascade.

Real reconciliation vs pretend reconciliation

Both real and pretend reconciliation use similar language. The difference is in the specifics. Look for these contrasts:

Pretend reconciliation language

"Funder may, at its sole and absolute discretion, reconcile the daily Specified Percentage if Merchant provides notice of revenue decline and supporting documentation satisfactory to Funder. Funder has no obligation to reconcile."

The operative words: "may," "sole and absolute discretion," "no obligation." This is reconciliation in name only. The funder retains complete unilateral discretion to refuse, with no contractual recourse for the merchant.

Real reconciliation language

"If Merchant's Gross Receipts for a calendar month are 20% or more below the average monthly Gross Receipts of the 3 months preceding execution of this Agreement, Merchant may request reconciliation by providing Funder with bank statements documenting such decline. Funder shall, within 10 business days of receipt of complete documentation, adjust the daily Specified Percentage proportionally to the documented revenue. Such adjustment shall remain in effect until Merchant's Gross Receipts return to baseline for 60 days."

Operative differences: specific trigger (20% decline), specific obligation ("Funder shall"), specific timeline (10 business days), specific adjustment formula (proportional). This creates real contractual rights.

How to identify which type your contract has

Look for these signals as you read the reconciliation section:

  • "May" vs "Shall". "Funder may" gives the funder discretion. "Funder shall" creates obligation. This single word change is often the entire difference.
  • Specific trigger thresholds. Real reconciliation specifies when it kicks in (e.g., 15% or 20% revenue decline). Pretend reconciliation uses vague language like "significant decline" that's subject to interpretation.
  • Timeline obligations. Real reconciliation specifies when the funder must respond (e.g., "within 10 business days"). Pretend reconciliation has no timeline.
  • Adjustment formula. Real reconciliation specifies how the adjustment is calculated (e.g., proportional to revenue decline). Pretend reconciliation lets the funder choose any adjustment or none.
  • Duration. Real reconciliation specifies how long the adjustment applies. Pretend reconciliation often has unlimited funder discretion to revert.

How to trigger reconciliation if you need it

When you anticipate or are experiencing a revenue decline:

  1. Read your specific reconciliation clause carefully. Note the trigger threshold, documentation requirements, notice period, and what the funder is required to do.
  2. Document the decline. Pull bank statements for the relevant period. Calculate the decline against the baseline specified in your contract (usually the 3 months preceding the original advance).
  3. Send written notice via certified mail or trackable email. Include the documentation, calculation of decline, and request for specific reconciliation. Keep copies of everything.
  4. Follow up after the contractual response window. If the funder doesn't respond within the contractual timeline, that's typically a contract breach. Document the failure to respond.
  5. If they refuse or ignore — consult an MCA defense attorney. A refused reconciliation request can be a defensive position if the funder later attempts to enforce default. The legal theory: the funder failed its contractual obligations first, so its right to declare default is impaired.

Reconciliation by funder (2026 ratings)

FunderReconciliation responsiveness
CrediblyPublished process; generally responsive within stated timeline
OnDeck (term loan side)Loan structure includes adjustment provisions; responsive
Forward FinancingInformal but responsive — B-paper specialty includes seasonal flexibility
Rapid FinancePublished process; case-by-case response
CFG Merchant SolutionsCase-by-case; responsive when documented properly
Fora FinancialResponsive on documented declines
Greenbox CapitalVariable; depends on account manager and stage of advance
Toast Capital / Square CapitalAutomatic via split funding — no request needed
Most broker-placed C-paperContract includes language but enforcement is rare
Reliant FundingC-paper specialty; reconciliation is harder to obtain

Before signing: test the reconciliation process

The best time to evaluate a funder's reconciliation responsiveness is before you need it. Call the funder during the application process and ask:

  1. "Walk me through your reconciliation process. If my revenue dropped 25% next month, what would happen?"
  2. "How long does reconciliation review typically take after I submit documentation?"
  3. "Can you share an example of a recent reconciliation you've approved?"
  4. "If I do reconcile, does that affect my eligibility for renewal?"

The funder's response — both the specific answers and their willingness to discuss it openly — tells you a lot about how reconciliation will actually work in practice.

Frequently asked questions

What's the difference between reconciliation and reduction?
Reconciliation typically refers to adjusting the daily ACH amount based on actual revenue performance — if revenue dropped, your daily debit should temporarily drop too. Reduction is different: it's a one-time forgiveness of part of the obligation. Most MCA contracts include reconciliation language but very few include reduction provisions. Don't confuse the two.
How do I trigger reconciliation if my revenue drops?
Almost always you must request it in writing, provide supporting documentation (typically 30-60 days of bank statements showing the revenue decline), and wait for funder review. The contract usually specifies a notice period (often 5-10 business days) before the funder must respond. Some funders are responsive; many are not. Test the funder's reconciliation BEFORE you're in distress by reading the clause and calling to ask how the process works.
If a contract has reconciliation language but the funder won't reconcile, is that a contract breach?
Potentially yes. Reconciliation language that includes operative obligations (e.g., 'Funder shall reconcile within 10 business days upon receipt of documented revenue decline of 20% or more') creates a contractual duty. Refusal can be breach of contract, which can be used defensively in a default proceeding. This is one reason MCA defense attorneys often look at reconciliation history when challenging enforcement.
Which funders actually reconcile?
Based on contracts we've reviewed and merchant experiences we've heard: Credibly, OnDeck, Rapid Finance, and CFG Merchant Solutions have published reconciliation processes that respond when documented properly. Forward Financing has informal but responsive reconciliation. Most broker-placed C-paper deals include reconciliation language that's essentially non-operative — you can request it but enforcement is rare.
Does reconciliation reduce the total amount I owe?
No. Reconciliation typically only adjusts the daily ACH amount during a revenue dip. The total purchased amount (factor rate × original advance) remains. Your payback term extends — you pay less per day for longer. This is good for cash flow management but doesn't reduce overall cost.
Can processor-embedded MCAs (Toast Capital, Square Capital) reconcile automatically?
Yes, structurally. Toast Capital and Square Capital use split funding — a fixed percentage of daily card sales. When card sales drop, the daily debit naturally drops. No request, no documentation, no funder approval needed. This is one of the key advantages of processor-embedded financing vs traditional MCA.

Related clauses