Xpert Konnect is a series brought by DCTS, introducing exclusive insights from leading lawyers, compliance professionals and industry experts across aviation, e-gaming, yachting and other corporate sectors. The aim is to share expert practical guidance to help businesses and individuals stay ahead in an evolving world.

In the first edition of 2026 Xpert Konnect, we speak with Robert Calleja, Head of Aviation at Bargate Murray, whose practice focuses on private and corporate jet transactions. Read on for practical insights into navigating a private jet sale or purchase.

Why Private Jet Transactions are Complex

Buying or selling a private jet is a complex, high‑value transaction, involving legal, technical, tax and operational considerations. A smooth process relies on a coordinated team of specialists – all experienced in private jet transactions – including:

  • Aviation lawyers
  • Brokers and operators
  • Tax and customs advisors
  • Corporate structuring experts
  • Insurance brokers
  • Pilots and inspection facilities

EXPERT TIP: A well‑drafted and negotiated Aircraft Purchase Agreement (APA), built on the commercial terms agreed in the Letter of Intent (LOI), is essential to protect both parties and manage risk throughout the transaction.

Before You Commit to Purchase an Aircraft

Before committing, buyers should assess:

  • Habitual base and jurisdictions of operation
  • Planned routes, including longest expected flights and destination airfields
  • Intended registration and regulatory regime
  • Usage profile (business, leisure, charter, or mixed)
  • Exportation requirements
  • Expected annual flight hours and usage intensity
  • Passenger capacity and luggage needs
  • Purchase price, operating costs, tax exposure, and customs implications
  • Ownership structure (corporate, trust, or individual)

EXPERT TIP: These decisions are crucial to shape the LOI and influence the drafting of the APA.

TRANSACTION TIMELINE: Six to eight weeks from signing the LOI (if no major discrepancies are revealed during pre-buy inspection).

Aircraft Purchase Agreement

The APA covers four core areas:

  • Agreement to Buy and Sell
  • Delivery Condition & Pre-buy inspection
  • Acceptance or Rejection
  • Closing

EXPERT TIP: These provisions manage risk throughout the transaction.

Agreement to Buy and Sell

  • Detailed description of the aircraft, including engines, APU, parts and loose equipment
  • Buyers to ensure receipt of all aircraft documents required by the relevant aviation authority and to preserve the aircraft’s value
  • Deposit paid into an independent escrow account (applied to the purchase price on completion; if a dispute arises, it shall be held pending resolution of the dispute or a court judgment adjudicating the dispute.)

Delivery Condition & pre-Buy Inspection

  • Buyer arranges a pre-buy inspection
  • Delivery conditions typically require:
    • Valid certificate of airworthiness and full compliance with airworthiness directives and mandatory service bulletins
    • Up‑to‑date maintenance under an approved programme, with all systems and equipment in working order
    • Clear title, free of liens or claims, with no leased or loaned equipment
    • No material damage history, corrosion or outstanding engineering dispositions
    • Complete aircraft documents

EXPERT TIP:

  • Inspection leverage: Inspection findings can justify price renegotiation or a holdback if repairs are required
  • Cut‑off protection: Buyer‑friendly APAs include a delivery condition deadline, allowing withdrawal and deposit recovery (less costs) if the aircraft cannot be brought into condition on time
  • Tax matters early: Tax and customs planning is critical. Using a customs warehouse may allow a VAT‑ or duty‑free transfer, but specialist advice is essential

Acceptance or Rejection

  • If delivery condition is met, the buyer must accept and proceed to closing
  • If not, the buyer may reject the aircraft and recover the deposit
  • The aircraft can be accepted subject to it being repaired or remedied into the delivery condition
  • If the aircraft is placed into the delivery condition and the buyer cannot perform in the time frame permitted then the buyer may be compelled to forfeit its deposit

Closing

  • Closing occurs once all conditions precedent are satisfied or waived.
  • Typical conditions include:
    • Aircraft at the delivery location in delivery condition
    • Escrow agent holding the deposit, balance of the purchase price, and all signed documents
    • Corporate authorisations and constitutional documents
    • Export certificate of airworthiness (if required)
    • Insurance in place, including additional insured cover for any exiting financier where applicable
    • Priority search certificates from the International Registry
    • Bills of sale and lien release documents

Closing mechanics involve the escrow agent releasing security interests, transferring funds to the seller, and dating and releasing the bills of sale and delivery receipt.

A private jet transaction involves significant legal, technical, and commercial complexity. A carefully drafted APA, supported by expert advisors, is essential to protect the parties, manage risk, and ensure a smooth transfer of this high‑value asset.

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