Superyacht Acquisition & Sale

Expert legal guidance for complex superyacht transactions, including high-seas closings and international due diligence

At Indo-Pacific Solutions, we recognise that buying or selling a Superyacht is a significant moment and when the deal takes place on the high seas, it demands exceptional care.

Our multidisciplinary team delivers certainty through the creation of four essential pillars: drafting and negotiating watertight Purchase & Sale Agreements (PSAs); conducting rigorous due diligence on ownership, liens, and encumbrances; advising on tax-efficient ownership and financing structures (including VAT, GST, and Customs); and coordinating seamlessly with brokers, financiers, insurers, and flag-state registries.

Together, these pillars form a robust framework that safeguards our clients' interests throughout every stage of the transaction:

Drafting and Negotiating Purchase & Sale Agreements (PSAs)

The PSA remains the central document in any transaction. Where closing is intended to occur on the high seas, the drafting must carefully address:

Choice of Law and Jurisdiction

In the absence of territorial jurisdiction, the PSA must clearly specify governing law (e.g., English law, Marshall Islands law) and dispute resolution forum. Arbitration under LMAA, LCIA, or ICC rules is common, offering neutrality and enforceability.

Delivery at Sea

The PSA must define precisely how delivery and acceptance are to be evidenced when occurring outside port or territorial waters. Protocols often include signed delivery receipts, notarised confirmation, or flag-state acknowledgment of possession transfer.

Risk Allocation During Transit

Where the yacht must be repositioned into international waters for closing, clauses must allocate liability for incidents occurring during that voyage. Insurance coverage and operational responsibility must be seamless.

Compliance with International Law

Even outside jurisdiction, the PSA must reflect that international conventions (e.g., MARPOL, SOLAS) apply, and non-compliance may frustrate or delay delivery.

Practicality of Execution

With parties often physically absent from the closing location, execution of the Protocol of Delivery and Acceptance (PODA) may be by remote signing, with escrow agents, registries, and brokers coordinating the symbolic "handshake" in international waters.

Consequently, the PSA becomes not only a commercial agreement but a jurisdictional anchor, ensuring certainty despite the absence of territorial law.

Conducting Legal Due Diligence on Vessel Ownership, Liens, and Encumbrances

Conducting due diligence is even more critical where transactions are structured offshore, as reliance on physical jurisdictional mechanisms may be limited.

Title and Ownership Verification

While closing may occur on the high seas, title derives from the yacht's flag state registry. Counsel must ensure the registry's records are up-to-date and capable of effecting ownership transfer without reliance on a port-state authority.

Maritime Liens

These present the greatest risk. Maritime liens follow the vessel irrespective of location or change of ownership. Because they arise under international maritime law, a lien for unpaid wages, salvage, or bunkers may be enforceable globally.

Mortgages and Encumbrances

Registered mortgages must be formally discharged at the flag-state registry. Closing on the high seas does not extinguish obligations — only proper registry filings can. Counsel must liaise with lenders and registries to synchronise releases with physical delivery.

Litigation and Arrest Risk

Even if closing occurs outside jurisdiction, the yacht may subsequently call at a port where a creditor can seek arrest. Due diligence must identify pending claims or threats of arrest that could follow the vessel post-acquisition.

Registry Endorsements

Without port-state assistance, reliance on the flag-state's registry becomes paramount. Counsel must coordinate registry endorsements and deletions electronically or through consular agents to ensure seamless title transfer.

High-seas closings therefore require enhanced reliance on documentary certainty and meticulous pre-closing checks, as there is no fallback to a local court or enforcement authority at the moment of delivery.

Advising Clients on Tax-Efficient Ownership and Financing Structures

Conducting a closing on the high seas is often motivated by tax and regulatory considerations, requiring careful planning and compliance.

Flag-State Dominance

Regardless of delivery location, the yacht's flag state law governs ownership and mortgage validity. Counsel ensures the chosen flag provides legal certainty, robust mortgage enforcement, and international recognition.

VAT, GST, and Customs

Many high-seas closings are designed to avoid triggering VAT, GST, or import duties. However, once the yacht enters EU waters, Australian waters, or similar zones, its tax status is tested. Temporary admission regimes or leasing structures must be planned in advance.

Financing and Security

Financiers require enforceable mortgages. A high-seas delivery does not prejudice enforceability, provided filings are perfected at the registry. Counsel ensures synchronisation between financial closing and physical delivery.

Tax Residency and Beneficial Ownership

Conducting the transaction outside jurisdiction may reduce exposure to specific transactional taxes, but does not shield owners from global transparency rules. Structures must account for OECD, FATF, and CRS compliance.

Substance vs. Formality

Authorities increasingly scrutinise whether high-seas closings are genuine commercial arrangements or artificial devices to evade taxation. Documentation and process must evidence genuine commercial necessity and compliance.

Therefore, extra-jurisdictional closings must be structured as tax-efficient but defensible, integrating seamlessly with broader ownership and operational planning.

Coordinating with Yacht Brokers, Financiers, Insurers, and Flag-State Registries

Perhaps the most challenging aspect of high-seas closings is logistical coordination among all stakeholders.

Brokers

Brokers play a vital role in arranging location, logistics, and timing of high-seas delivery. Counsel must ensure broker agreements specify commission triggers clearly, as disputes are harder to resolve in the absence of local courts.

Financiers

Banks often require port-based closing for practical control. Where delivery occurs at sea, counsel must structure escrow, simultaneous mortgage release, and registry endorsement processes to satisfy lender risk requirements.

Insurers

Coverage must remain seamless. Specific clauses are needed to address transit into international waters, delivery at sea, and risk allocation between signing and final handover.

Flag-State Registries

Registries are the linchpin of extra-jurisdictional closings. Counsel coordinates deletion of the seller's registration and immediate issuance of new certificates of registry to the buyer.

Classification Societies and Surveyors

Condition surveys may need to be completed in port prior to high-seas delivery. Counsel must ensure their findings are integrated into the PSA, even if delivery is at sea.

Notarial and Escrow Services

To bridge the absence of a territorial authority, neutral escrow agents and maritime notaries provide validation. Counsel ensures escrow instructions mirror the PSA, releasing funds only upon confirmed registry transfer.

Comprehensive Superyacht Transaction Services

The sale and acquisition of Superyachts on the high seas epitomises the intersection of international commerce and maritime law. High-seas closings require a sophisticated choreography, blending contractual certainty, registry filings, and neutral intermediaries to replicate the protections that would otherwise exist in-port.

At Indo-Pacific Solutions, we recognise that the acquisition and sale of a superyacht is unlike any other transaction. Our multidisciplinary team brings together deep expertise in maritime, admiralty, and international law to deliver certainty where legal borders blur. We provide clients with a bespoke, end-to-end service designed to protect their interests at every stage of the transaction ensuring that high-seas transactions are legally certain, operationally practical, and strategically efficient, even when taking place in a legal vacuum.

The result: peace of mind, wherever in the world your transaction occurs.

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