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Retainage in Construction: What It Is, How It Works and State Rules

Retainage in construction, explained: what it means, how to calculate it with a worked example, federal and state rate limits, and getting it released.

Legal · 8 min read · October 16, 2026

Retainage (also called retention) is a set percentage of each progress payment, such as 5% or 10%, that the owner holds back until the work is complete. It gives the owner security that the job gets finished and the punch list gets done. For the contractor, it’s money already earned that won’t be paid until closeout, so the rules on how much can be held and when it must be released matter.

This is general information, not legal advice. Retainage rules depend on your contract, your state and whether the job is public or private. Check your state’s rules and talk to a local construction attorney before you rely on any of this.

What is retainage in construction?

On larger jobs, the contractor usually bills as the work goes, often monthly. With retainage, each payment comes in short by an agreed percentage. The owner keeps that money until the work reaches a point the contract defines, like substantial completion or final acceptance, and then pays it out in a release.

Retainage usually flows down the chain. The owner holds it from the general contractor, and the general contractor holds it from subcontractors.

You’ll see it most on commercial, public and larger private projects. Many smaller residential jobs skip formal retainage and use a payment schedule with a final payment due at completion, which does a similar job.

How is retainage calculated?

Retainage is a percentage of each progress payment, or of the work completed to date. Here’s a worked example with round, made-up numbers.

Say you have a $200,000 contract with 10% retainage and monthly billing.

  • Month 1: you complete $40,000 of work. The owner holds 10%, or $4,000, and pays $36,000.
  • Month 2: you complete another $60,000, for $100,000 to date. Retainage on this payment is $6,000, so the owner pays $54,000. Total retainage held: $10,000.
  • Months 3 and 4: you finish the remaining $100,000. The owner holds another $10,000 and pays $90,000.
  • At completion: you’ve been paid $180,000. The last $20,000 is retainage, due when the contract’s release conditions are met.

The math: retainage held = work completed to date × retainage rate. Payment due = work completed this period − retainage on it.

At 5%, the same job would have $10,000 held at the end instead of $20,000. Some contracts also lower the rate partway through, for example once the job is half done, or treat stored materials differently. Read the clause, not just the number.

Why it hits cash flow

Now look at it from your side. If that $200,000 job earns you a $20,000 profit, your entire profit is sitting in retainage until closeout. Meanwhile you’ve paid your crew, your suppliers and, unless you hold the same retainage from them, your subs. That’s why the percentage, the release trigger and how you pass it down to subs all deserve attention before you sign.

What is a typical retainage percentage?

A private contract can set its own rate unless a state law caps it. Here’s what some of the rules say. Treat these as examples, not a complete list, and check the current law for your project.

Federal construction contracts

Under the Federal Acquisition Regulation, retainage isn’t automatic. FAR 32.103 says retainage “should not be used as a substitute for good contract management” and that the amount withheld “shall not exceed 10 percent of the approved estimated amount.” The payment clause, FAR 52.232-5, says the contracting officer pays in full when progress is satisfactory and may retain a maximum of 10% only when it isn’t. Once the work is substantially complete, the government keeps only what it considers adequate for its protection and releases the rest.

For subcontractors on federal jobs, the Prompt Payment Act requires the prime contractor to pay subs for satisfactory work within 7 days of being paid. It also lets the prime and the sub agree to retain a specified percentage of each progress payment.

Examples from four states

  • California, public works: on contracts entered into on or after January 1, 2012, retention can’t exceed 5% of each payment or 5% of the contract price in total, with a narrow exception for projects found to be “substantially complex.” Subs can’t be held to a higher rate than the prime contract allows.
  • California, private works: for contracts entered into on or after January 1, 2026, Civil Code section 8811 caps retention at 5% of each payment and 5% of the contract price. It doesn’t apply to residential projects that aren’t mixed-use and don’t exceed four stories, and there’s an exception tied to required bonds.
  • New York, private projects: on construction contracts where the project costs $150,000 or more, retainage can’t exceed 5% of the contract sum, and the owner must release it within 30 days after final approval of the work. Individual one-, two- and three-family homes and several other residential categories are excluded.
  • Texas: on work where a mechanic’s lien may be claimed, the owner must reserve 10% of the contract price (or of the value of the work done) during the job and for 30 days after it’s completed. These reserved funds protect lien claimants and are separate from any retainage in your contract.
  • Florida, public works: a public entity may withhold up to 5% of each progress payment as retainage. The section doesn’t apply to contracts of $200,000 or less.

In the rules we checked, the numbers land between 5% and 10%. Your contract can set a lower rate, or none at all. Start with our state license guides, then read your state’s statutes.

When is retainage released?

Your contract sets the trigger, and state law may set a deadline. Common triggers are:

  • Substantial completion: the work is done enough for the owner to use it, with only punch list items left.
  • Final completion or final acceptance: the punch list is done and the owner signs off.
  • Phase or line-item completion: some contracts release retainage as each part is finished. The federal clause, for example, pays for each separately priced building or division without retention once it’s completed and accepted.

Before you ask for release, put the closeout package together:

  1. Punch list completed and signed off
  2. Final inspection or certificate of occupancy, if the job needs one
  3. Warranties, manuals and any as-built drawings the contract requires
  4. Final lien waivers from you and from your subs and suppliers
  5. A final invoice that clearly requests the retainage

Start gathering these before the last week of the job. A missing document is an easy reason for an owner to hold the payment, so don’t give them one.

Retainage and lien waivers

Retainage and lien waivers travel together. A few habits keep you from waiving money you haven’t been paid:

  • On progress lien waivers, list retainage held as an exception, so the waiver doesn’t cover it.
  • For the retainage payment, give a conditional final waiver, and give an unconditional one only after the money clears.
  • Collect the same waivers from your subs and suppliers before you release their retainage.
  • Know your lien deadline. In some states it runs from when the work is finished, not from when you get paid, so waiting on retainage is no reason to miss it.

Our guide to lien waivers covers conditional and unconditional forms and the states that require specific wording. The free lien waiver template works in states without a required form.

How to protect your cash flow from retainage

  • Read the clause before you sign. Look for the rate, any reduction partway through, what triggers release, how fast payment is due after that and whether retainage applies to stored materials. Our contract template has a payment schedule section to build these terms into, with your attorney.
  • Match what you hold from subs to what’s held from you. Holding less from subs means you finance the gap. Holding more can break the rules on some jobs, like California public works.
  • Price it in. Money you’ve earned but can’t use for months has a cost. On jobs with heavy retainage, account for it in your markup and payment terms.
  • Track retainage by job. Keep a running total of what’s held on every job, and put the expected release date on the calendar.
  • Bill for release right away. Send the release invoice and closeout package the day the trigger is met.

FAQ

What is retainage in construction?

Retainage is a percentage of each progress payment that the owner holds back until the work is complete, as security that the job gets finished. It’s paid to the contractor in a release once the contract’s conditions are met.

What is a typical retainage percentage?

The rules we checked land between 5% and 10%. Federal contracts cap retainage at 10% and allow it only when progress isn’t satisfactory, while California and New York cap it at 5% on the contracts their laws cover. In states without a cap, a private contract can set its own rate.

When does retainage have to be paid?

When your contract’s release condition is met, such as substantial or final completion, and within any deadline your state sets. New York, for example, requires release within 30 days after final approval of the work on covered private projects.

Is retainage the same as a deposit?

No. A deposit is money the client pays up front, before the work starts. Retainage is money the client holds back from payments for work you’ve already done.

Do residential remodeling jobs use retainage?

Some do. Several state retainage laws exclude smaller residential projects, including California’s new private-works cap and New York’s 5% rule. On many home jobs, a final payment due at completion plays a similar role.

How do you calculate retainage on a progress payment?

Multiply the work completed this period by the retainage rate and hold that amount back. On a $200,000 contract with 10% retainage, $40,000 of work in the first month means $4,000 held and $36,000 paid. By completion, $20,000 is held until the contract’s release conditions are met. For percent-complete invoices built on a schedule of values, see progress billing.

Is retainage the same as retention?

Yes. Retention is another name for retainage: a set percentage of each progress payment, such as 5% or 10%, that the owner holds back until the work is complete. It usually flows down the chain, so the owner holds it from the general contractor and the general contractor holds it from subcontractors. You’ll see it most on commercial, public and larger private projects.

How do I get retainage released?

Meet the release trigger in your contract, such as substantial completion or final acceptance, and hand over a complete closeout package: the signed-off punch list, any final inspection or certificate of occupancy, warranties and manuals, final lien waivers from you and your subs, and a final invoice that clearly requests the retainage. Send it the day the trigger is met, since a missing document is an easy reason to hold payment.

Should I hold retainage from my subcontractors?

It’s common, since retainage usually flows down the chain. Match what you hold from subs to what’s held from you: hold less and you finance the gap; hold more and you can break the rules on some jobs, like California public works. On federal jobs, the Prompt Payment Act requires primes to pay subs for satisfactory work within 7 days of being paid. This isn’t legal advice; check your state in the license guides.

How ECHOPS helps

ECHOPS doesn’t replace your contract or your attorney, but it keeps the money side organized. You set a payment plan by stage in the quote. Once the job is signed, invoices come from that plan (deposit, progress payments and balance), each signed change order bills itself on an invoice of its own, and you record each payment by check, ACH, cash or card last 4. Clients can also pay invoice links online by card, Apple Pay, Google Pay or ACH. If your contract holds back a final amount until completion, make it the last stage of the plan. You can send any lien waiver PDF for e-signature with up to six signers and a signing certificate. See invoicing and accounting.

Sources

  1. FAR 32.103, Progress payments under construction contracts (Acquisition.gov)
  2. FAR 52.232-5, Payments under Fixed-Price Construction Contracts (Acquisition.gov)
  3. 31 U.S.C. § 3905, Payment provisions relating to construction contracts (Cornell LII)
  4. California Public Contract Code § 7201 (California Public Law)
  5. California SB 61 (2025), chaptered text, Chapter 49, Statutes of 2025 (LegiScan)
  6. New York General Business Law § 756-C (NY Senate)
  7. New York General Business Law § 756, definitions (NY Senate)
  8. Texas Property Code, Chapter 53, Mechanic’s, Contractor’s, or Materialman’s Lien
  9. Florida Statutes § 255.078 (2025), Public construction retainage (Florida Senate)

Posts are general information, not legal, tax or financial advice.

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