Yacht Sale and Purchase Agreement: Deposit, Survey, Transfer of Title and Legal Risks

A yacht sale and purchase agreement must regulate the sale price, the conditions under which any prepayment will be refunded, the technical inspection, the transfer of ownership and the delivery together. For a secure transaction, the yacht's registration status and the seller's authority are determined first; payment is then linked to the transfer documents required and to the removal of encumbrances. Payment of the price, handover of the keys and a legally valid transfer of ownership are not the same transaction.

This guide deals in particular with the purchase of an existing yacht. A yacht under construction, a finance lease, a transfer of company shares, or a sale together with a commercial business requires additional review. The explanations on Turkish law cannot be applied directly to all yachts registered in a foreign register. The status of the parties, the purpose of use, the register and the chosen law are assessed together.

The legal status of the yacht must be determined before the sale

Private use does not wholly exclude the application of maritime law

The fact that a yacht is used only for leisure does not mean that it has no connection with maritime law. Article 931 of the Turkish Commercial Code (TTK) defines the concept of a vessel; Article 935 applies certain provisions on vessels, maritime claims and compulsory enforcement also to yachts used for private purposes. For this reason, the view that "if there is no commercial activity, a ship mortgage or precautionary attachment will not arise" is not safe. [1]

In the first review, the yacht's name, hull number, IMO number where present, engine serial numbers, flag and register number should be compared. It should not be assumed that every yacht has an IMO number. The model year, year of manufacture and date of first registration shown in the advertisement may also not be the same information. The identity table annexed to the contract should be prepared in line with the official documents and the physical marks.

The seller's and buyer's status changes the protection that applies

A purchase from a private owner who sells their own yacht occasionally may not be subject to the same legal regime as a purchase from a professional yacht dealer. A transaction in which the buyer acts for non-commercial and non-professional purposes and the seller sells in the course of its commercial or professional activity may be a consumer transaction for the purposes of Law No. 6502. The high value of the sale price does not by itself remove consumer status. [3]

On the other hand, the commercial purpose of a yacht purchased in order to join a charter fleet is assessed separately. Short periods of defect notice applicable to a commercial sale between two merchants cannot automatically be carried over to a consumer who buys from a professional for private use.

The sale contract and the transfer of ownership must be structured separately

The form of transfer matters for yachts registered in the ship registry

Under Article 1001 of the TTK, transfer of a vessel registered in the ship registry requires an agreement between the owner and the acquirer and the transfer of possession of the vessel. The agreement on the transfer of ownership must be made in writing and the signatures must be notarized; the agreement may also be made at the ship registry directorate. The provision of the Code on the transfer of a commercial enterprise, Article 11/3, is reserved. [1]

This provision requires that the contract which determines the commercial terms of the sale be separated from the transaction which passes ownership. A sale contract may impose a duty of transfer on the parties; however, an ordinary signed document or a payment receipt should not be used on the basis that it replaces the required form of transfer. The update of the register entry must also be included in the closing plan. The separation of the conclusion of a yacht sale contract from the in rem transfer is further examined in legal scholarship. [6]

The standard form and the preliminary offer must be completed with transaction-specific terms

Industry-standard contract forms such as those of MYBA may provide a starting point for the transaction timetable and the parties' obligations. However, the version used, additional terms, the period for acceptance, the limits of liability and the chosen law must be read together. The recognition of a form in international practice does not remove the mandatory transfer or consumer provisions of Turkish law. [6]

A letter of intent and an offer letter should also state which provisions are binding. Where the price, the identity of the yacht and the other essential terms have been agreed, the mere labeling of the document as a "preliminary discussion" does not by itself resolve the question of binding effect. It must be clearly stated whether the conditions relating to inspection, financing and acceptance by the register concern the formation of the contract or its completion.

A different procedure applies to boats entered in the mooring register

Article 14 of the Regulation on the Implementation of the Mooring Register (Bağlama Kütüğü Uygulama Yönetmeliği) provides that documents relating to the transfer of ownership must be drawn up in the presence of the competent presidency or before a notary. A transfer of ownership carried out outside these authorities is, under the Regulation, invalid, and no registration is made in the name of the acquirer; the special provisions on compulsory sale remain reserved. [4]

Where the transfer is to be made before a notary, a copy of the mooring register record dated the same day as the sale and showing the encumbrances must be presented. The acquirer's declaration that they have seen this record appears in the transfer document; after the notarial act, notification is made to the competent presidency. Treating the ship registry and the mooring register as a single "licence transfer" procedure may lead to a lack of documents.

For a foreign-flag yacht, a single sale document may not be sufficient

Article 22 of Law No. 5718 on Private International and Procedural Law (MÖHUK) connects in rem rights over maritime vehicles to the law of the state of origin; to determine the state of origin, the register in which the in rem rights are registered is considered, and where there is no such register, the port of registry is taken into account. Obligations arising from the contract are separately addressed under Article 24 through the choice of law. The law applicable to the sale contract and the law applicable to the transfer of ownership need not be the same. [5]

The drafting of a document headed "Bill of Sale" does not produce the same result in every country. Signing authority, notarial procedure, apostille or certification, translation, deletion from the register and the conditions for acceptance on a new register must be determined by reference to the specific register system. The gap in documents and insurance between leaving a former register and changing to a new flag must also be addressed in the closing plan.

For further details, see our section on marina berthing contracts.

The owner, authority to represent and rights over the yacht must be investigated together

The seller's statement must be supported by official records

The current register or mooring record should be compared with the person named as seller in the contract. If the seller is a company, the existence of the company, its authorized representatives and the decisions necessary for the transaction are examined. In a sale by power of attorney, it is separately checked whether the scope of the power of attorney includes the sale, the collection of the price and the related register transactions.

A broker or captain carrying out the transaction does not, of itself, confer authority to sell and to collect the price. The person to whom, at what stage and on what conditions the commission is to be paid must be stated in writing. When the contract ends, the fate of the commission and the refund of the prepayment should be governed by separate provisions. The commission and deposit aspects of the brokerage agreement are dealt with separately in our article on brokerage agreements and commission and deposit in yacht sales.

A clean register entry does not exclude all past debts

Certain claims listed in Article 1320 of the TTK give rise to a maritime lien on the vessel. Crew wages and salvage remuneration are examples of these. A statutory lien arising under Article 1321 may be asserted against anyone in possession of the vessel. For this reason, it is not sufficient merely to see that there is no mortgage on the register. Not every maintenance or fuel debt automatically gives rise to the same statutory lien. [1]

The review should be extended to crew payments, marina and shipyard accounts, recent salvage or accident events, existing attachments and continuing disputes. The seller's undertaking that there are no debts must be supported by payment documents; the responsibility for later burdens and, where appropriate, the retention of a specified amount from the price should be regulated. This contractual protection does not by itself remove the statutory right of a third person.

Practical example: In the sale of a mortgaged yacht, instead of sending the whole price to the seller, a payoff amount and the conditions for deletion may be obtained from the creditor bank. The payment for the debt is linked to the documents that lead to the lifting of the mortgage; the moment when the remaining price is released is determined separately. The bank's undertaking to delete, the amount of the debt and the usability of the document in the register must be verified before the transaction. For further details, see our article on yacht finance and ship mortgages.

Deposit, withdrawal money and secure payment must be kept separate

The conclusion that a "deposit is forfeited" cannot be drawn from the name of the payment alone

Under Article 177 of the Turkish Code of Obligations No. 6098 (TBK), money given when a contract is formed is, unless otherwise agreed, not given as withdrawal money but as evidence that the contract was concluded, and is deducted from the principal debt. By contrast, where withdrawal money has been agreed within the meaning of Article 178, the party who paid it forfeits what it paid if it withdraws; the party who received it, if it withdraws, must return twice what it received. [2]

For this reason, the mere description of a bank transfer as a "deposit" does not resolve all the possibilities. Whether the payment is structured as binding earnest money, an advance, withdrawal money or a security linked to a penalty clause may give rise to different consequences. The buyer's arbitrary withdrawal, the existence in the survey of a serious defect provided for in the contract, and the seller's inability to make a valid transfer should not be tied to the same refund rule.

A proportion of prepayment that appears in standard contracts is not a legal requirement for all yacht sales. The application of the penalty clause and its reduction are also assessed within Articles 179–182 of the TBK and the special provisions applicable to the concrete transaction. [2]

The point at which money will be released under an escrow arrangement must be stated

If an escrow or similar deposit arrangement is established, the person managing the account, the account details, the amount to be held, the costs, the form of instructions and the holding procedure to be applied in the event of a dispute must be clear. The BIMCO model deposit escrow agreement for ship sale and purchase shows that this matter can be regulated by a separate contract; this model is not a mandatory form under Turkish law, nor a form sufficient for every transaction. [7]

The refund right under the contract and the escrow account instruction must be consistent. Otherwise, even where the buyer has become entitled to a refund under the contract, the account manager's failure to pay on different instructions may create a second dispute. Notice of any change of account should also be confirmed through an independent communication channel.

The survey and sea trial must be tied to concrete acceptance criteria

The scope, duration and cost of the inspection must be determined in advance

In an independent technical inspection, the hull, engines, generator, electrical system, navigation equipment, safety equipment, maintenance history and previous damage are assessed according to the characteristics of the yacht. The contract should state which of haul-out, underwater inspection, oil analysis and sea trial will be carried out. The legal title review and the technical survey do not replace one another.

The contract should regulate the final date for inspection, the seller's obligation to provide access, delivery of the report, and the buyer's notice of acceptance or rejection. If the sea trial cannot be carried out due to weather conditions, it should also be determined whether the period will be extended. Where there is a provision that silence is deemed acceptance, the notice timetable must be monitored with particular care.

Not every finding gives a right to withdraw from the contract

Ordinary wear, a defect disclosed in advance and a serious deficiency that departs from the qualities described in the contract are not the same. Which finding gives rise to a right to repair, a price reduction or termination; who carries out the repair; and how the final check will take place should be made concrete.

Practical example: In a transaction where a motor fault is detected during a sea trial, merely negotiating a price by telephone may not stop the acceptance period. The buyer must submit the report in time, make the notice provided for in the contract, and, if negotiations will continue, put the extension of the period in writing. The seller, for its part, may argue that the fault was disclosed in advance, that the report rests on another cause, or that the notice of rejection was late. The outcome depends on the contents of the record and on the contract and notice documents, as well as on the report itself.

For further details on the subject, see our article on objection to an expert report in civil litigation.

Time limits for defects arising after delivery must be assessed separately

Notice of defect and limitation are not the same period

Article 219 of the TBK regulates the seller's liability for the absence of the qualities indicated and for significant deficiencies in relation to the intended use. The seller's lack of knowledge of the defect does not, as a rule, remove the liability by itself. Under Article 223 of the TBK, the buyer must carry out the appropriate inspection and give notice; a defect that cannot be discovered by ordinary inspection must be notified immediately upon discovery. [2]

The periods in the table only acquire meaning when the transaction is correctly classified. The provision in the law that a one-year minimum applies to second-hand consumer sales does not mean that the period is automatically reduced to one year in every contract. In addition, for defects appearing in consumer goods within six months from delivery, there is a presumption that they existed at the time of delivery, which does not apply unless it is inconsistent with the nature of the goods or the defect. [3]

A clause "as seen" does not remove all liability

Defects known to the buyer under Article 222 of the TBK are important. By contrast, an agreement that removes or limits the seller's liability for a defect in a sale where the seller was grossly at fault is void under Article 221 of the TBK. The protection in Article 225 of the TBK relating to notification may also be assessed in respect of defects that a seller acting in a grossly negligent manner, or a person who makes selling their profession, ought to have known. [2]

Accordingly, an "as is, where is" clause is not a formula of non-liability independent of the law applicable. The strongest protection for the seller is a concrete explanation of the known defects and documentation of which conditions the buyer accepted. For the buyer, the advertisement, the technical specification, sales correspondence and the reports are important in proving the qualities promised.

The claim must be chosen according to the nature of the defect and the evidence

Article 227 of the TBK and Article 11 of the Consumer Protection Law No. 6502 (in consumer transactions) provide, subject to their conditions, the options of rescission of the contract, price reduction, repair and replacement. In the case of a single, specially designed second-hand yacht, replacement with a defect-free equivalent may be practically impossible. The proportionality of the repair, the seriousness of the defect and the justification of rescission in the concrete case are also assessed; the conditions for a claim for compensation are examined as well. [2, 3]

Once a breakdown is discovered, dated photographs, maintenance records, fault codes, the report and the notice documents should be preserved. Apart from an emergency safety intervention, immediately replacing parts may make it harder to prove the origin of the defect. Where there is a risk that evidence will be lost, the taking of evidence should be considered; measures to prevent the loss from increasing must not be neglected.

At closing, the price, documents and actual delivery must be managed together

The delivery record must show the condition and inventory of the yacht

The place, date and time of delivery should be recorded together with keys, remote controls, maintenance files, certificates and an equipment list. It must be clear whether an outboard motor, an extra engine, navigation equipment or personal items are included in the sale. Leased or third-party equipment cannot be transferred as if it were the seller's property.

The cost of fuel and other consumable stocks, marina debts, continuing rental arrangements and the sharing of pre-delivery expenses should be determined. Where digital navigation accounts, remote monitoring access and subscriptions are included in the transfer, the terms of the service provider should be checked. It should not be assumed that manufacturer warranties or maintenance contracts pass automatically to the buyer.

Risk of loss and the start of insurance must be dealt with on the same timetable

Alongside the general rule of Article 208 of the TBK on benefit and loss, the risk and delivery provisions of the contract should be examined. The consequence of damage occurring after technical acceptance but before delivery, the right to re-inspect, and whether the transaction is to be completed should be stated. [2]

The buyer's insurance cover should be arranged to start at the moment the buyer assumes the risk, and the position of the existing policy on change of owner or use should be confirmed with the insurer. The transition from private use to commercial charter, the planned cruising area and the conditions for the skipper should be consistent with the policy.

Purchase through a company and the tax position must be reviewed separately

Acquiring shares in a company is not the same as purchasing the yacht alone

Where shares of the company that owns the yacht are transferred, the yacht remains owned by the company. The buyer, by joining the company's shareholding, may also bear the economic effect of the company's past debts; this does not mean that each debt creates personal liability. The type of company, its formation law and any special liability provisions are assessed separately.

In this model, in addition to the review of the yacht, tax files, financing, employee and crew relations, company records, litigation and guarantees should be investigated. The representations on the share sale contract, the indemnity obligations and the guarantee arrangement should cover this history. The establishment of a special-purpose company does not, of itself, provide a tax exemption or absolute freedom from liability. Where the yacht is acquired together with several persons, the article on joint yacht ownership and transfer of use, cost and shares may also be taken into account.

Foreign flag or delivery at sea does not by itself determine the tax result

In the tax and customs review, the status of the seller, the delivery and import transaction, the classification of the yacht, its current customs status and its purpose of use must be considered together. A statement that "the tax has been paid" should be supported by the invoice and the relevant customs documents. A use under temporary import status and the sale of a yacht in free circulation are not the same transaction.

The contract should show whether the applicable taxes and costs are included in the price and how they are shared between the parties. Under Article 8 of the Tax Procedure Law No. 213 (Vergi Usul Kanunu), special contracts on liability for tax or taxpayer status, other than in the cases accepted by law, do not bind the tax office. [9] This guide does not propose a fixed tax rate; the closing budget must be prepared through the tax and customs review specific to the transaction.

For further details, see our section on the stay and use conditions of a foreign-flag yacht in Türkiye.

Breach and dispute provisions must provide a usable route of recourse

Delay, rescission from the contract and claims for loss must not be confused

The seller's failure to provide the required document, the buyer's failure to pay the balance, and the inability to deliver the yacht are separate situations of breach. The notice addresses, any period for cure, the final closing date and the consequences of termination of the contract should be stated. Whether a formal notice and an additional period are required under the TBK's provisions on default, together with fixed-date obligations and other exceptions, is assessed. [2]

The refund of prepayment, a demand for performance, a penalty clause and damages are not the same legal consequence. The claimant should specify the breach, the necessary notices and the heads of loss. The defences of the other party, such as "the buyer could not arrange finance", "the seller did not submit the document required for transfer", or "the buyer accepted an extension of the period", should also be checked against the correspondence. The force majeure provision should not be written as if it automatically covers banking delay or economic difficulty.

The jurisdiction and arbitration clause must separately address interim legal protection

Applicable law, court jurisdiction and arbitration are different choices. If arbitration is chosen, the institution or rules, the seat, language and cost arrangements should be made clear. In consumer transactions, the mandatory protection and special provisions on dispute resolution are assessed separately. The competent forum and the requirement of mandatory mediation before litigation are determined by the nature of the dispute; no single jurisdictional rule can resolve every yacht dispute. The general framework of foreign-element yacht disputes may be found in our article on international yacht disputes.

Article 1352 of the TTK lists claims arising from ownership or possession of a vessel and from the sale contract among maritime claims. Article 1353 regulates the special route of precautionary attachment for securing these claims over the vessel. The existence of a foreign court or arbitration clause does not, under Article 1356 of the TTK, prevent the request for this protection from a Turkish court with legal jurisdiction. The jurisdiction, prima facie proof, security and the subsequent steps in the concrete application must be addressed separately. [1]

By the decision of Civil Chamber 17 of the Izmir Regional Court of Appeal (İzmir Bölge Adliye Mahkemesi 17. Hukuk Dairesi) dated July 5, 2022, E. 2022/743, K. 2022/1232, in a dispute concerning the sale and ownership of a yacht, prima facie proof was assessed by reference to the contract and its annexes, and appeals against the rejection of the objection to precautionary attachment were dismissed on the merits. This decision, examined from the full text published by a secondary legal source, shows the importance of preserving the sale and payment documents. The decision should not be read as a definitive resolution of the ownership dispute on its merits, or as a guarantee of attachment in every yacht sale. [8]

For further details on the subject, see our article on the creditor's elective rights in default of the debtor.

The final check before signing must be carried out on concrete documents

• Has the relationship between the seller, the owner and the signatory been verified?
• Have the yacht's register system and the valid form of transfer of ownership been determined?
• Have the risks of mortgage, attachment, statutory lien and past operating debts been investigated?
• Are the nature of the prepayment, the grounds for refund and the account instructions consistent with one another?
• Are the final dates for the survey, the sea trial and the acceptance or rejection notices clear?
• Have the inventory, warranty documents, damage history and seller statements been attached?
• Are the tax, customs, flag and insurance conditions suited to the planned use?
• Do the settlement of the price, the transfer documents and delivery come together in one closing plan?
• Are the breach, notice, dispute and interim legal protection provisions applicable?

Conclusion

In a yacht sale, legal security depends on more than agreeing a price: it depends on valid transfer, verified ownership, technical acceptance and secure payment being established together. The strongest contract is not one that merely lists the risks, but one that explains which document will be submitted by whom and on what date, and what will happen if a condition is not fulfilled.

Güneş & Güneş Law Firm may assist with the principal matters arising under legal work on the sale of a yacht: contract, register and representation review, closing documents, and dispute options. Information and documents shared are handled within the framework of professional confidentiality and personal data protection obligations. This text is for general information; the submission of documents does not by itself create a lawyer-client relationship.

Frequently Asked Questions

Is a notarial procedure mandatory for a yacht sale?

It depends on the registration system. For a vessel registered in the Turkish ship registry, Article 1001 of the TTK governs the written transfer agreement and the notarized signature or the agreement at the ship registry directorate. For a boat registered in the mooring register, Article 14 of the Regulation applies. Where the yacht is registered abroad, the law of that register must be examined separately.

Is a deposit paid when buying a yacht forfeited in every case?

No. The legal nature of the payment, the refund and withdrawal provisions in the contract, and the reason why the transaction was not completed are decisive. Binding earnest money under Article 177 of the TBK and withdrawal money under Article 178 have different consequences.

If the survey comes out clean, does the seller's liability end?

Not in every case. The scope of the report, the defects known to the buyer, latent defects that appear later, the seller's statements and the applicable law are considered together. Where there is gross fault or fraud, special rules on limitation of liability are important.

Is a yacht with no mortgage visible in the register entirely free of debt?

That conclusion cannot be drawn. The statutory maritime lien and disputes that may not be visible in the register must also be investigated. When reviewing crew, salvage, marina and shipyard records, it is recognized that not every claim has the same legal character.

Is the period of liability for defects in a second-hand yacht always one year?

No. In consumer transactions the general period is two years; the one-year period is a minimum for second-hand sales. In other sales, the TBK and, where necessary, the TTK provisions are examined. Notice periods and limitation must be kept distinct.

Can a foreign-flag yacht be sold in Türkiye?

The place of sale is not, by itself, a sufficient criterion. The transfer rules of the relevant register, the parties' authority, the customs status, and where applicable the conditions for deletion and new registration must be assessed. The sale document and the conditions for use and import are separate matters.

Does acquiring company shares require less review?

It usually broadens the review. In addition to the condition of the yacht, the company's debts, its tax and financing history, its contracts and its disputes are investigated. A transfer of shares is not the legal equivalent of purchasing the yacht alone.

If there is an arbitration clause, can precautionary attachment be requested in Türkiye?

It may be requested under Article 1356 of the TTK where the jurisdiction and other conditions stated in the law are met. The arbitration clause relates to the resolution of the substantive dispute; the application for precautionary attachment is assessed separately.

Sources and legal bases

1 — Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu), in particular Arts. 23, 931, 935, 1001, 1320–1321 and 1352–1356. TBMM adopted text; access to the legislation.

2 — Turkish Code of Obligations No. 6098 (Türk Borçlar Kanunu), in particular Arts. 117, 123–125, 177–182, 208, 219–227 and 231. TBMM law text.

3 — Consumer Protection Law No. 6502 (Tüketicinin Korunması Hakkında Kanun), in particular Arts. 3 and 8–12. Ministry of Trade law text; consumer information guide on defective goods and services.

4 — Regulation on the Implementation of the Mooring Register (Bağlama Kütüğü Uygulama Yönetmeliği), Official Gazette dated September 25, 2014, No. 29130, Art. 14; amendment dated December 30, 2023, No. 32415. Consolidated text; Ministry of Transport and Infrastructure announcement of amendment.

5 — Law No. 5718 on Private International and Procedural Law (Milletlerarası Özel Hukuk ve Usul Hukuku Hakkında Kanun), in particular Arts. 22, 24 and 26. Law text.

6 — Özcan, Rojin, "The Elements of Yacht Sale Contracts and the Formation of the Contract" (Yat Satış Sözleşmelerinin Unsurları ve Sözleşmenin Kurulması), Pîrî Reis University Maritime Law Journal, Vol. 4, No. 1, June 2025, pp. 59–68. Full text of the journal.

7 — BIMCO, Standard Deposit Escrow Agreement for Ship Sale and Purchase, 2017, model contract. Original publication.

8 — Civil Chamber 17 of the Izmir Regional Court of Appeal (İzmir Bölge Adliye Mahkemesi 17. Hukuk Dairesi), July 5, 2022, E. 2022/743, K. 2022/1232, decision on an objection to precautionary attachment. Full text published by the law firm Kurulmaz Barışhan.

9 — Tax Procedure Law No. 213 (Vergi Usul Kanunu), Art. 8. Revenue Administration law publication.