Aircraft and Engine Transactions
Buying an Aircraft or Engine: Documents to Organize Before Closing
A successful closing depends on more than a signed purchase agreement. The buyer, seller, technical advisers and closing participants need a consistent record of the asset, the conditions of sale and the remaining approvals. Organizing that information early helps reveal issues while the parties can still address them.
Start with the asset and the contracting parties
Create one asset schedule using the manufacturer, model and serial number for the aircraft or engine, together with the aircraft registration number where applicable. List included engines, equipment, records and accessories. Identify leased items and anything excluded from the price. An engine serial number in a quotation should match the agreement and delivery documents.
Confirm the legal names of the buyer and seller, the proposed ownership entity and who is authorized to sign. Keep organizational documents and relevant approvals available. If the transaction changes from an individual purchase to a company purchase, revisit the documents rather than treating the new name as a clerical correction.
Separate registration information from ownership review
An FAA registration inquiry is a useful starting point, but it is not a title opinion. Under 14 CFR section 47.5, registration is not evidence of ownership in a proceeding where ownership is disputed. Obtain the relevant ownership documents and arrange an appropriate review of recorded interests, releases and the transaction’s other encumbrance issues.
Ask which existing loans, leases, security interests or unpaid charges could affect delivery. If a lender must be paid, organize payoff information, consent requirements and release documents. Certain aircraft objects may require International Registry searches or registrations in addition to FAA-related work. The appropriate scope depends on the asset and transaction.
Build the technical and records file
Gather available maintenance records, inspection status, life-limited-parts information and significant repair or alteration records for technical review. The agreement should identify what the seller must provide, whether originals are required and what happens if records are missing. For covered aircraft, section 91.417 requires specified continuing records to transfer with the aircraft upon sale; a contract may call for additional material.
Define who performs the inspection, where it occurs, who pays and when the buyer must respond. Address access, test activity and the treatment of discrepancies. A report is useful only if the agreement explains whether a finding permits rejection, repair, price adjustment or another response. Counsel and the technical adviser should work from the same acceptance criteria.
Connect the deposit and conditions to the closing
Keep the letter of intent, purchase agreement, amendments and significant correspondence in one file. Check the conditions governing the deposit, inspection acceptance, termination and any financing contingency. Do not assume a refundable deposit remains refundable after an acceptance notice or another contractual milestone.
Prepare a closing checklist identifying each required document, the person responsible and the condition it satisfies. Include delivery and acceptance instruments, bills of sale, applicable registration documents, insurance arrangements and agreed releases. Specify when ownership, risk of loss and possession change, and align those events with the agreed release of funds.
Plan the handoff and the post-closing record
Before closing, confirm that the asset description, price, payees and document versions agree. Changes to payment instructions should be independently confirmed through a trusted channel. Identify who authorizes the release of funds and documents, and what evidence is required before that authorization.
After closing, retain the executed agreement, delivery records, filing evidence and a list of outstanding follow-up items. A completed sale does not by itself answer every question about registration, insurance or authorization for the intended operation. Assign those tasks expressly so that a commercial closing and an operational handoff are not confused.
Frequently asked questions
Is an FAA registration certificate enough to establish clear title?
No. Registration and title review address different issues. Ownership documents, recorded interests, releases and other relevant claims need to be considered for the particular transaction.
Do standalone engines require the same documents as a complete aircraft?
Not always. Engines have distinct identifiers, records and possible security or International Registry considerations. A standalone engine purchase should use a checklist tailored to that asset.
What if the inspection identifies a problem?
The agreement should define available options and the process for giving notice. Preserve the findings and review the applicable terms before accepting the asset, directing repairs or allowing a contractual response period to pass.
Sources and further reading
General information, not advice for a particular matter. Facts, policies, contracts, governing law, and deadlines require individual review. A consultation request does not create an attorney-client relationship or stop a deadline.