What Documentation Do Related-Party Transactions Need to Withstand Transfer Pricing Scrutiny?
Retainage can protect a project owner, but it can create a real cash flow problem for the contractor. The accounting gets more complicated because earned revenue, billing, collection, and the right to payment do not always happen at the same time.
Contractors need a process that separates those issues clearly so financial statements, tax reporting, and cash forecasts stay accurate.
Retainage is the portion of a contract price a customer withholds until specified work is accepted or the project reaches an agreed milestone. That makes construction retainage different from an invoice that is simply waiting to be paid. The accounting question is whether the contractor already has an unconditional right to the money or must still satisfy another condition. Under Topic 606 “Revenue from Contracts with Customers”, that distinction determines whether the amount is presented as a receivable or remains part of a contract asset. For tax purposes, separate rules apply, so retainage accounting should distinguish financial reporting, tax treatment, billing status, and collection status.
Under Topic 606, retainage is classified based on the contractor’s right to payment, not simply because the customer withheld cash. If only the passage of time remains before payment is due, the amount is generally a receivable. If payment remains conditional on something else, such as future performance or completing specified requirements, it generally falls within the contract asset or contract liability analysis. FASB reinforced this point in a 2025 Staff Educational Paper on Retainage for Construction Contractors. Accurate classification matters because an overstated retainage receivable can inflate accounts receivable and working capital. Proper ASC 606 revenue recognition presentation keeps receivables and contract assets properly separated overall.
Retainage creates a cash flow gap because contractors may recognize revenue and incur payroll, materials, and subcontractor costs before collecting the contract amount. In a 2014 IRS field advice memorandum, one construction contract withheld 10 percent from progress payments. Contractors can narrow that gap by billing promptly, documenting approvals, forecasting retainage by project, and negotiating milestone releases, lower withholding percentages, or earlier release dates. They may also evaluate lines of credit or other financing when the cost makes sense. For tax contracts subject to the Percentage of Completion Method, income may be recognized before the related retainage is fully collected.
Aging retainage can become more than a collection problem. It can signal disputed work, incomplete closeout documentation, unresolved change orders, or missed contractual deadlines. Contractors should keep signed contracts, approved change orders, pay applications, acceptance certificates, correspondence, invoices, and proof that required work was completed. When a balance is disputed, follow the contract’s notice and escalation procedures quickly and obtain written confirmation of approved amounts. Lien rights, payment bond claims, prompt-payment rules, and limitation periods vary by state, so contractors should review the law that applies to each project. Old retainage deserves management, not a corner of the aging report.
The strongest retainage process starts with a project-level schedule that shows each invoice, amount withheld, release condition, expected release date, dispute status, and person responsible for collection. Reconcile that schedule to the general ledger every month and tie each retained amount to the related pay application and supporting approval. Review aging regularly, not only at year-end, and escalate exceptions before contract or legal deadlines approach. Cash forecasts should include expected retainage releases by project so management can see liquidity needs. Consistent retainage accounting also makes tax workpapers, financial statement presentation, project closeout, and customer follow-up easier to support and explain.
For more than four decades, Bennett Thrasher has provided businesses and individuals with strategic business guidance and solutions through professional tax, audit, advisory, and business process outsourcing services. Contact Aaron Scale, partner in Bennett Thrasher’s Construction practice, or call us at 770.396.2200.
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