IYBA Purchase Process

In the United States and much of the Americas, superyacht sales are usually documented on the IYBA Purchase and Sale Agreement. The IYBA purchase and sale agreement gives the buyer wide rights to walk away before acceptance, and its process differs from the MYBA form used in the Mediterranean. Our Fort Lauderdale office advises buyers and sellers on IYBA transactions every week.

Step 1: Make an offer

Some buyers start with a non-binding Letter of Intent, but most IYBA transactions go straight to circulating the agreement itself as the formal offer. This works because the PSA lets the buyer reject the yacht and recover the full deposit at any time before formal acceptance. The PSA includes an offer expiry date and the key terms: the yacht’s identifiers, key dates, a clean title warranty and the delivery location. The buyer is usually named personally “and/or assigns”, leaving room to structure ownership later.

Step 2: Finalise the documents

Ideally, a bespoke addendum is agreed before the PSA is signed, setting out terms that supplement or modify the standard form. If not, it can be incorporated into a Conditional Acceptance of Vessel. This is typically where the historic title and technical documents that come with the yacht are listed.

Step 3: Pay the deposit

The deposit is due within three business days of the seller signing. The seller need not allow any sea trial, survey or inspection until it is paid. Importantly, the buyer can still withdraw for any reason, and recover the full deposit, until they give written acceptance or the acceptance date passes.

Step 4: Title search and flag

We agree the ideal ownership structure and flag. In most cases this means a special purpose vehicle, with the entity and flag chosen according to the intended use, the cruising area and the beneficial owner’s citizenship.

Step 5: Sea trial and survey

If the buyer chooses to trial and survey the yacht, the seller must make her available as soon as practicable. The seller bears the running costs and risks of the sea trial; the buyer pays for the survey, including any haul-out, dry dock and third-party inspections.

Step 6: Accept or reject

The PSA sets a deadline to accept or reject. The buyer can reject for any reason, in writing or simply by not accepting, and the deposit is refunded. Once the yacht is accepted, though, the buyer must proceed to closing or risk forfeiting the deposit, provided the yacht is undamaged and the seller meets its obligations.

Step 7: Structuring and compliance

We prepare any corporate assignments, draft and negotiate the closing documents, coordinate the technical documents and make sure everything is in place for registration and regulatory compliance.

Step 8: Closing

The closing location is critical for tax and duty, and closing typically takes place in international waters. To avoid any gap between the buyer releasing funds and receiving title, we can act as stakeholder and escrow agent, with funds and title documents pre-positioned.

Step 9: Go yachting

And enjoy.