How a Yacht Purchase Works
Buying a pre-owned yacht moves through a sequence of decisions: an offer, a deposit, a sea trial, a survey, and finally a handover that can take place in a matter of hours. Behind almost every one of those steps sits the same document, the MYBA Memorandum of Agreement, known throughout the industry as the MOA.
It is the most widely used contract for the sale of second-hand superyachts, and it is respected for being fair to both sides. It is also unforgiving with deadlines. Miss a notice period by a day and an option to walk away can quietly disappear. This guide explains how the MOA works, stage by stage, and what a buyer should check along the way.
Why the MOA, and which version
MYBA, the Worldwide Yachting Association, publishes the MOA for use by its broker members and by lawyers working in the sector. Like the MYBA charter agreement, it is governed by English law, with disputes resolved by arbitration in London.
Three editions are still referenced in the market: an older 2005 form, the 2008 MOA, and the electronic E-MOA launched in November 2021. Several years on, many transactions still use the 2008 version. The two differ on points that matter to a buyer, from how the deposit is set to how defects must be notified, so the first question is the same as for a charter: which version are you signing?
The structure is consistent. The opening pages record the commercial terms: the yacht, the parties, the price, the deposit, key dates and places. The standard clauses follow. Anything specific to your transaction goes into the Special Conditions or a bespoke addendum, and that is where most of the real negotiation happens.
Before the contract: the letter of intent
Most purchases begin with a letter of intent. It is non-binding and signals a serious offer, often accompanied by a good-faith deposit held by the broker or a lawyer. Until a binding contract is signed, that deposit is normally refundable. The letter of intent fixes the price and the outline of the deal; the MOA turns it into obligations.
Signing and the deposit
Once the MOA is signed, the deposit becomes contractually due. Under the older forms it was fixed at 10 percent of the price and payable within four banking days of signature; under the 2021 E-MOA, the amount is agreed commercially rather than fixed. The deposit is paid to a stakeholder, usually the seller’s broker, and held under the terms of the contract.
This is the moment the buyer’s position changes. From here, you can no longer simply ask for your money back. Your remaining routes out are specific and time-limited: the sea trial and the condition survey.
The opening pages also fix the place of delivery, the place of the completion meeting and the completion date, where time is expressly of the essence. Under the 2021 form, the inventory of everything that comes with the yacht, from tenders and water toys to spares and linen, must be agreed and attached at signature rather than within seven days afterwards.
The sea trial
The seller makes the yacht available for a sea trial of up to four hours, at a time agreed by both parties. Under the 2021 form, the deposit must have reached the stakeholder before the trial takes place.
The sea trial is the buyer’s broadest exit. If the yacht does not perform to your satisfaction, for any reason, you can reject her by written notice within 24 hours of the trial, or before she is hauled out for survey if that comes sooner. The deposit is returned, less any costs of the trial, and the agreement falls away. If you skip the sea trial, or let the deadline pass without notice, the trial counts as satisfactory.
The condition survey
The buyer then appoints a marine surveyor, at the buyer’s cost, to inspect the yacht, usually out of the water, with machinery opened up as needed. The survey must be finished by the date set on the opening pages.
Within seven days of the survey’s completion, the buyer can serve written notice on any defects found. There are three routes:
- Repair. Ask the seller to put the defects right before completion, with the completion date extended to allow the work.
- Price reduction. Agree a reduction large enough to cover the repairs after purchase.
- Rejection. Reject the yacht, recover the deposit less survey-related costs, and end the agreement.
If buyer and seller cannot agree on repairs or a reduction within seven days of the notice, the agreement terminates and the deposit is returned.
The definition of a defect is where many disputes begin. It is not about cosmetics or cost. A defect is something a qualified marine surveyor certifies in writing as affecting the yacht’s operational integrity, her machinery or systems, or her seaworthiness. A missing working anchor may cost little to fix and still qualify; worn upholstery will not. The 2021 form tightens this, requiring a formal surveyor’s statement to be attached to the buyer’s notice, clarifying when the seven days start, and allowing oil samples to be taken once the deposit is in place.
If no notice is served within the deadline, the yacht is deemed accepted. That deemed acceptance is automatic, which is why a buyer should diarise every date in the MOA from the day of signature.
Structure, VAT and title
While the survey runs, the legal work runs in parallel.
Ownership structure. Most yachts are held through a company rather than personally. The right structure depends on the yacht’s VAT status, the owner’s domicile, and whether she will be used privately or chartered commercially. These decisions shape everything from the flag to the place of completion.
VAT status. A yacht with VAT paid in the EU and one without are very different assets. The 2021 form records the yacht’s VAT status on its opening pages and makes it part of the seller’s warranties. Where and when completion takes place, typically in international or carefully chosen European waters, can affect the tax position.
Title. Unlike property, there is no central register of yacht ownership. Proving the seller owns the yacht outright, with no mortgage, lien or debt attached, is a documentary exercise. It also means checking that the selling company is in good standing, because a sale by a company that is not can be challenged later.
KYC. The 2021 form makes know-your-client documentation a contractual obligation, with deadlines for each party to provide and approve it. Expect to share identification and ownership details early.
Completion
At completion, the buyer pays the balance and the seller delivers the yacht with her documents: a bill of sale, evidence of clean title, deletion from the current register, and the technical files. The yacht must be handed over in the same condition as at the trial and survey, fair wear and tear excepted, with everything listed in the inventory on board.
Until that moment, the yacht is the seller’s responsibility. The seller carries the risk of loss or damage and pays running costs, including crew and berthing, until completion. If she is lost before delivery, the buyer recovers the deposit less survey costs. The 2021 form adds a procedure for partial damage: the deal continues if repairs can be completed within 30 days, and is otherwise cancelled unless the parties agree a different route.
One structural risk deserves attention. The standard process requires the buyer to send the full price before title is formally transferred. For a short window, sometimes minutes, sometimes longer, the buyer’s money has left their control and the yacht is not yet theirs. Experienced advisers close that gap with an escrow arrangement, so funds are positioned in advance and released simultaneously with the documents.
When things go wrong
If the seller fails to deliver the yacht or the documents, the deposit is returned to the buyer, the seller covers the buyer’s reasonable survey costs and the broker’s fee, and the buyer can claim further provable losses.
If the buyer fails to pay the deposit, the seller can cancel and claim losses. If the buyer fails to pay the balance on time, the seller can cancel and keep the deposit as agreed compensation, shared between seller and brokers, with no further claim on either side.
Note, too, what the MOA does not promise. Beyond the seller’s warranty of clean title (expanded in 2021 to cover VAT status and outstanding charter commitments), every other representation about the yacht’s condition, description or fitness for purpose is excluded. Your protection on condition comes from the sea trial and survey, not from anything said in a brochure or a viewing.
The buyer’s checklist
Before and after signing, check:
- The version. Confirm whether the 2008 MOA or the 2021 E-MOA applies, and what that changes for you.
- The deposit. Agree the amount, the stakeholder and the payment deadline.
- Every date. Diarise the sea trial, the 24-hour rejection window, the survey deadline, the seven-day defect notice and the completion date.
- The inventory. Make sure tenders, toys, spares and equipment you expect are listed.
- The surveyor. Appoint an independent, experienced surveyor for the yacht’s size and type, and plan the haul-out early.
- VAT status. Obtain evidence of the yacht’s VAT position and take advice on the place of completion.
- Ownership structure. Set up the owning company before completion, with flag and use in mind.
- Title and the seller. Verify clean title and the seller’s corporate standing.
- Charter commitments. If the yacht is chartered, check which bookings transfer with her.
- Escrow. Arrange for funds and documents to be exchanged simultaneously at completion.
- The Special Conditions. Anything promised verbally belongs in writing.
A contract built for clarity
The MOA works because each side knows exactly where it stands at every stage: the seller is protected by a binding deposit, and the buyer by clear, timed rights to test, inspect and walk away. Used well, it turns a complex acquisition into a sequence of informed decisions.
Our brokers guide buyers through every stage of the MOA, working alongside specialist yacht lawyers from first offer to final handover. Speak to our team ↗
This article is a general guide and not legal advice. For specific questions on a transaction, consult your broker or a specialist yacht lawyer.
