Maritime S&P Guide — 7 Phases, 134 Docs

How to use this guide

This is a long, structured reference. You can read it cover to cover (recommended for first-time buyers and sellers), or jump straight to a phase or document you need.

New to S&P? Read the Quick Reference Timeline and Before You Start sections, then walk through each phase in order.
Need a specific document? Use the table of contents or search for the document ID (e.g., D170 for Bill of Sale).
Working a non-merchant vessel? Each phase has expandable asset-type sections for offshore production, drilling, passenger, and inland transactions.

Quick Reference Timeline
Before You Start
Phase SP-1: Pre-MOA / Due Diligence
Phase SP-2: MOA Signing & Deposit
Phase SP-3: Subjects Period
Phase SP-4: Pre-Delivery / NOR
Phase SP-5: Closing / Delivery
Phase SP-6: Post-Closing
Phase SP-7: Post-Closing Tail
Closing Day Deep Dive
Marintel-Generated Artifacts
Common Failure Modes

Quick Reference Timeline

A standard merchant S&P deal moves through seven phases over 4-8 weeks. Larger transactions, complex financings, or flag changes can extend this; en-bloc fleet sales compress some phases by running them in parallel.

Phase	Name	Typical duration	Key event
SP-1	Pre-MOA / Due Diligence	1-3 weeks	Inspection completes; price agreed in principle
SP-2	MOA Signing & Deposit	1-3 days	MOA executed; deposit lodged in escrow
SP-3	Subjects Period	5-14 days	All subjects lifted (inspection, finance, BOD)
SP-4	Pre-Delivery / NOR	1-7 days	NOR ready to tender; CPs satisfied
SP-5	Closing / Delivery	Same day	NOR tendered; PODA signed; title transfers
SP-6	Post-Closing	1-4 weeks	New flag registered; mortgage filed; insurance perfected
SP-7	Post-Closing Tail	1-6 months	Deferred originals received; final reconciliations

Before You Start: Predicates and Asset Types

Before opening a data room, two pieces of information determine what documents will apply: the vessel type and three deal-level predicates. Marintel uses these to filter the document requirements automatically.

The six predicates

Predicate	Values	What it determines
`vessel_type`	tanker, bulk, container, general_cargo, chemical, gas, passenger, offshore, reefer	Vetting and particulars documents
`asset_class`	merchant_trading, offshore_production, drilling, inland, passenger	Regulatory regime and contract base
`financed`	yes, no	Loan, mortgage, RG, AML/KYC documents
`flag_change`	yes, no	Deletion certificates, new registration, mortgagee consent
`sub_type_filters`	dp_equipped, ice_class, modu_classed, igc_carrier, helideck, crane_equipped, etc.	Specific physical-feature certifications
`operating_jurisdiction`	US, UK_offshore, NO_offshore, BR_offshore, EU, SG, CN, RU, Persian_Gulf, Inland_EU, Inland_US	Jurisdiction-specific compliance documents

Set these correctly at deal creation and the workflow shows you exactly the documents you need. Set them incorrectly and you'll see irrelevant requirements or miss real ones.

Flag change: a special case

If the buyer intends to change the vessel's flag at closing (common for cross-border transactions), flag_change = yes. This triggers a substantial additional document set: the prior flag's Deletion Certificate, new flag's Application for Registration, Mortgagee Consent to flag change (if financed), apostille requirements on multiple documents, and timing coordination between the two registries.

Flag-change deals routinely take 2-4 weeks longer than same-flag deals. Budget accordingly.

Asset type variations

Most S&P deals are merchant trading (tankers, bulkers, containers, general cargo). The phase structure described in this guide is written for that case. Non-merchant deals have meaningful variations - documented in collapsible sections within each phase below.

Offshore Production assets (FPSO / FSO / FLNG)

Offshore production assets are typically held under long-term oil-major charters (Petrobras, Equinor, BP, etc.). The S&P transaction usually involves transfer of a chartered asset rather than open-market sale.

Key differences from merchant S&P:

EPCI Contract replaces SBC where the vessel is being converted
Charter / Lease Contract with the oil major becomes a critical attachment
Field Development Plan reference required for asset-location context
Mooring System Certificate (turret, spread mooring, dynamic positioning) attached
Topsides Design Approval needed for production equipment
MWS (Marine Warranty Surveyor) reports for installation phases
Decommissioning bond / plan often regulator-required
Typical deal complexity: 12-20 weeks instead of 4-8 weeks
Q88 and SIRE not applicable; CDI may apply if cargo-handling

Drilling Rigs (drill ships / semi-submersibles)

Drilling rigs operate under MODU Code (IMO Mobile Offshore Drilling Units), not standard SOLAS. S&P transactions are typically between drilling contractors or between operators and contractors.

Key differences:

MODU Code Certificate replaces some standard SOLAS certificates
Drilling Contract (with E&P operator) replaces or supplements MOA
Well Control Equipment Certification (BOP, riser) required
Variable Deck Load Certificate documented
DP Capability Plot / DP Class Certificate (DP-2 or DP-3 typical)
Coast Guard COCs (for US GoM operations)
Operator-specific Safety Case (UK HSE, NORSOK)
Q88 / SIRE not applicable
Typical deal complexity: 8-16 weeks

Passenger Ships (cruise / ferry / Ro-Pax / HSC)

Passenger ships have stringent statutory regimes (SOLAS Chapters II-1 and III for damage stability, MARPOL, plus passenger-specific certificates).

Key differences:

Passenger Ship Safety Certificate (PSSC) replaces Cargo Ship Safety Certificate
Damage Stability Information Booklet required
Stability Calculations under SOLAS 2009/2017 damage scenarios required
Lifesaving Appliance Plan & Capacity Calculation required
Muster List & Emergency Plan attached
Onboard Medical Center Equipment List
Public Health Certificate (USPH / Vessel Sanitation Program) for vessels calling US ports
Concessions / Cabin / F&B Service Agreements (cruise ships) become commercial attachments
HSC Code Certificate for high-speed craft
Q88 / SIRE not applicable
Typical deal complexity: 6-12 weeks

Offshore Support (AHTS / PSV / OSV / CTV / SOV)

OSVs typically operate under BIMCO SUPPLYTIME 2017 (or WINDTIME for wind-farm SOV/CTV) rather than charter-free trade.

Key differences:

SUPPLYTIME 2017 charter party may be assigned with vessel
WINDTIME charter for offshore wind operations
DP Class Certificate (DP-1 / DP-2 / DP-3) required where applicable
Fi-Fi (Fire Fighting) Class Notation Certificate where classed
Oil Recovery / Oil Spill Response Equipment List (for spill-response vessels)
Bollard Pull Certificate (AHTS specific)
Crane Certification & Lifting Plan (for PSV / construction vessels)
HUET Training Records (operational handover for crew)
Typical deal complexity: similar to merchant (4-8 weeks)

Inland Vessels (CESNI / Subchapter M)

Inland regimes (EU CESNI, US Coast Guard Subchapter M) differ materially from deep-sea SOLAS-based regulations.

Key differences:

Inland Navigation Certificate replaces standard flag registration
ADN Certificate (Dangerous Goods - inland) where carrying dangerous cargo
Inland-Specific Tonnage Certificate (CCR / RNR for Rhine; equivalent for other rivers)
Bridge Air-Draft Certificate often required
Bill of Sale conventions differ (civil-law CESNI rather than common-law)
Class society interaction patterns differ
Typical deal complexity: shorter (3-6 weeks) due to simpler regulatory regime

Phase SP-1: Pre-MOA / Due Diligence

When this happens: Weeks -8 to -2 before closing. The buyer has identified a vessel; the seller has decided to entertain offers. Brokers may be involved. Price is being discussed but no binding agreement exists.

Goal: Buyer satisfies themselves the vessel is what's claimed. Seller establishes the vessel is worth the asking price. Both sides confirm regulatory status, vetting standing, ownership chain, and material condition.

Phase gate to advance: Both parties agree to proceed to MOA execution.

Mandatory documents (SP-1)

These documents must be in Accepted state before the phase can advance. In Marintel terms, they're rated M for SP-1.

D024 - Classification Certificate (Full Term)

Purpose: The classification society's confirmation that the vessel meets its class rules. Without it, the vessel cannot trade.
Contents: Certificate number, vessel IMO and name, class society (DNV, ABS, LR, BV, ClassNK, KR, RINA, CCS, IRS, or other), class notation (e.g., "+A1 Bulk Carrier BC-X"), issue and expiry dates, place of issue, surveyor name, any conditions of class or recommendations.
Issued by: Classification society. Received by: Owner, all transaction parties.
Why mandatory at SP-1: A buyer cannot proceed without verifying class is in order. A vessel with conditions of class trades at a discount; a vessel without valid class doesn't trade at all.

D025 - Special Survey Report (SS)

Purpose: Class society's 5-yearly comprehensive vessel survey. Confirms hull, machinery, and equipment to class.
Contents: Survey results, NCRs raised and closed, rectifications, surveyor sign-off.
Issued by: Classification society. Why mandatory at SP-1: SS results affect vessel value and trading capability. A vessel with major SS findings affects price materially.

D031 - Class Status Report / Class Maintenance Confirmation

Purpose: Current snapshot of class standing - all surveys due, all surveys closed, all conditions, recommendations, and memoranda.
Issued by: Classification society. Why mandatory at SP-1: Even if individual cert and survey reports are clean, the full class status report can reveal pending issues.

D060 - Q88 (tankers)

Purpose: The standardised tanker particulars document. The "passport" of every tanker, structured around 88 questions covering vessel specifications, equipment, and operational data.
Contents: Vessel particulars, tank configuration, cargo handling equipment, pumps and piping, gas systems (where applicable), inert gas systems, mooring, communications.
Issued by: Vessel operator / manager. Why mandatory at SP-1: Tankers cannot trade without an up-to-date Q88. Buyers will not progress without seeing one.
Asset class: merchant_trading only (tankers, chemical tankers, gas carriers).

D061 - Vessel Particulars Sheet (non-tanker)

Purpose: Non-tanker equivalent of the Q88. Less standardised but performs the same function - the vessel's specification document.
Contents: Hull dimensions, tonnage, cargo capacity, cargo handling, propulsion, fuel consumption, manning, classification, regulatory certificates.
Issued by: Vessel operator / manager. Why mandatory at SP-1: For non-tankers (bulk, container, general cargo), this is the baseline information set buyers and lenders require.
Asset class: merchant_trading (non-tanker).

D081 - Permanent Certificate of Registry

Purpose: The flag state's permanent registration document. Definitive proof of registered ownership and flag state.
Contents: Registry number, vessel IMO and name, flag state, port of registry, registry office, registered owner entity name and jurisdiction, issue date, gross and net tonnage, encumbrances noted (mortgages and liens).
Issued by: Flag state registry. Why mandatory at SP-1: The certificate is the legal document proving the vessel exists, is registered, and identifies its registered owner. The buyer needs this to verify the seller has authority to sell.

D089 - Transcript of Registry / Encumbrance Certificate

Purpose: Detailed list from the flag state of every registered interest in the vessel (mortgages, liens, attachments).
Contents: All current mortgages by rank, all historical mortgages with discharge dates, any registered liens or attachments.
Issued by: Flag state registry. Why mandatory at SP-1: Buyer must verify the title is clean (or will be by closing). A vessel with multiple ranked mortgages requires specific discharge sequencing.

D130 - Owner's Inspection Report (pre-MOA)

Purpose: The buyer's surveyor inspection report of the vessel, conducted before MOA signing.
Contents: Hull inspection, machinery survey, cargo space inspection, deck equipment review, observations and recommendations, photographic record where applicable.
Issued by: Inspector engaged by buyer. Why mandatory at SP-1: Without buyer's own inspection, MOA execution would lack the standard "subject inspection" mechanism's foundation.

D240 - Sanctions Screening Confirmation (partner-provided)

Purpose: Confirmation that all counterparties (seller, broker, manager, payment-side entities) have been screened against sanctions lists.
Contents: Counterparty entity name, jurisdiction, screening provider used, screening date, screening result (clear / hit-review / hit-block), screening notes.
Issued by: Provider (Pole Star, Sayari, Refinitiv, Windward, or internal compliance). Recorded in Marintel via manual confirmation gate. Why mandatory at SP-1: Banks will not finance a deal without sanctions clearance on all counterparties; lawyers will not opine on a deal without it.

Optional documents (SP-1)

Brief mentions; useful where applicable.

ID	Document	When relevant
D001	Letter of Intent (LOI) / Heads of Agreement	Where parties want a pre-MOA framework
D027	Annual Survey Report	Lower-stakes than SS/IS
D134	TMSA Self-Assessment	OCIMF tanker management self-rating
D139	Underwater Inspection Report (UWILD)	For aged vessels or where drydock is dated
D280	Transaction Email Threads	Preserved for audit

Phase SP-2: MOA Signing & Deposit

When this happens: Days following Pre-MOA conclusion. Buyer and seller agree to proceed; MOA negotiated and executed.

Goal: Convert the diligence-validated deal into a binding contract. Deposit lodged in escrow. Subjects defined.

Phase gate to advance: MOA executed and deposit confirmed in escrow.

Mandatory documents (SP-2)

D003 - Memorandum of Agreement (MOA - NSF 2012)

Purpose: The contract governing the sale. The legal centrepiece of the transaction. Most maritime S&P deals are based on the BIMCO Norwegian Saleform 2012 (NSF 2012).
Contents: Vessel particulars, parties (seller and buyer), purchase price and currency, deposit terms (typically 10%), expected delivery date range, place of delivery, inspection status, escrow agent, governing law, dispute resolution venue, brokers' commissions, subjects (subject inspection, subject finance, subject board approval), and rider clauses.
Issued by: Both parties execute. Drafted by counsel. Why mandatory at SP-2: No MOA, no deal. Period.
Marintel handles: Template merge from BIMCO SmartCon (learn about BIMCO integration). Riders managed in data room. Extraction of price, currency, expected delivery, escrow agent.

D004 - MOA Riders / Amendments

Purpose: The transaction-specific deviations from the standard NSF 2012 template. Every real deal has them.
Contents: Specific clauses negotiated between parties - additional warranties, modified delivery conditions, additional subjects, payment-term modifications, governing-law overrides, dispute-resolution adjustments.
Issued by: Negotiated between parties. Why mandatory at SP-2: Without the riders, the executed MOA isn't the actual deal terms. Riders are integral.

D206 - Escrow Agreement

Purpose: The legal agreement governing how the deposit is held, when it's released, and what happens if the deal aborts.
Contents: Identifies the escrow agent, the deposit amount, the conditions for release (closing or abort), the parties' instructions to the agent.
Issued by: Escrow agent (typically a maritime law firm or financial institution). Why mandatory at SP-2: The deposit is real money. Its handling must be legally precise.

D207 - Escrow Instructions

Purpose: Operational instructions to the escrow agent on how to release funds.
Contents: Account details, signature authorities, conditions for release at closing or refund on abort.
Issued by: Both parties co-sign. Why mandatory at SP-2: The Escrow Agreement (D206) is the contract; D207 is the operating manual.

D220 - Certificate of Incorporation (buyer SPV)

Purpose: The buyer SPV's corporate identity document. Confirms the entity exists.
Contents: Entity name, jurisdiction of incorporation, date of incorporation, registration number.
Issued by: Jurisdiction's company registry. Why mandatory at SP-2: Counsel cannot opine that the buyer SPV is a valid entity without it.

D221 - Memorandum & Articles of Association (buyer SPV)

Purpose: The buyer SPV's constitutional documents. Defines its purpose, powers, and governance.
Issued by: SPV's incorporator. Why mandatory at SP-2: Counsel must confirm the SPV has the power to enter into a vessel-acquisition transaction.

D226 - Board Resolution authorising Transaction

Purpose: Confirmation that the buyer SPV's board has authorised the transaction and named authorised signatories.
Contents: Resolving entity, date, transaction authorised (description matches MOA), authorised signatories named, certifying secretary, notarisation (typical), apostille (typical for cross-border).
Issued by: Buyer SPV's board. Why mandatory at SP-2: Without board authorisation, the signatures on the MOA are not legally binding on the SPV.

D241 - OFAC Representations / Certifications

Purpose: Buyer (and sometimes seller) representations regarding compliance with US sanctions.
Issued by: Counterparty. Why mandatory at SP-2: Required by banks; required for US-dollar transactions.

D242 - AML / KYC Package

Purpose: The collected anti-money-laundering and know-your-customer documentation pack for the counterparty.
Contents: Articles, board resolution, good standing, incumbency, source of funds, FATCA (where applicable).
Issued by: Counterparty SPV + KYC provider. Why mandatory at SP-2: Bank gating doc. (financed=yes predicate triggers the mandatory status; cash deals see this as Recommended only.)

D245 - Source of Funds Declaration

Purpose: The buyer's declaration of where the purchase funds originate.
Issued by: Buyer. Why mandatory at SP-2: AML requirement. (financed=yes predicate.)

D246 - Country-Exposure Declaration

Purpose: Declaration regarding counterparty exposure to sanctioned countries (Russia, Iran, Venezuela, DPRK, Belarus, Cuba, Syria) over the past 12 months.
Issued by: Counterparty. Why mandatory at SP-2: Banks require this; some maritime law firms require it as a condition of opining.

D233 - Tax Forms (FATCA / CRS Self-Certification)

Purpose: Tax compliance forms for the counterparty.
Issued by: Counterparty. Why mandatory at SP-2: Bank gating doc. (financed=yes predicate.)

Optional documents (SP-2)

ID	Document	When relevant
D208	Letter of Credit	Where LC is the payment mechanism
D209	Bank Guarantee (non-RG)	Additional credit support
D229	Parent Company Guarantee	Where the SPV has thin substance
D248	ESG Disclosures / Certifications	Where bank or counterparty requires
D282	Negotiating Drafts (track-changes)	Preserved for audit

Phase SP-3: Subjects Period

When this happens: Days to weeks immediately following MOA execution. The clock is running on the subjects defined in the MOA.

Goal: Lift each subject (typically: subject inspection, subject finance, subject board approval). Until subjects are lifted, the deal can be aborted with refund of deposit.

Phase gate to advance: All subjects in the MOA are lifted (in writing).

Common failure mode: Subjects period is where deals die. The clock runs hard; lifting any one subject requires meeting its specific conditions. Miss the drop-dead date and the deal aborts.

Mandatory documents (SP-3)

D062 - Tonnage Certificate

Purpose: Official certification of the vessel's gross and net tonnage.
Contents: Vessel particulars, tonnage figures, issuing authority, validity period.
Issued by: Flag state or class society on behalf of flag. Why mandatory at SP-3: Buyers verify tonnage for port dues calculation and class compliance.

D063 - Load Line Certificate

Purpose: Confirms the vessel's permitted loading levels in different seasons and zones.
Issued by: Class society. Why mandatory at SP-3: Required for vessel trading.

D083 - Continuous Synopsis Record (CSR)

Purpose: A continuous record of the vessel's name, ownership, flag, manager, registered owner, and class society from one entry to the next.
Issued by: Flag state. Why mandatory at SP-3: Required by SOLAS for any cargo vessel. Buyer needs it to perfect the new flag (or continue old flag).

D150 - AIS Trading History

Purpose: The vessel's Automatic Identification System (AIS) movement history for the recent past.
Contents: Port calls, voyage segments, periods at anchorage, sanctions-relevant ports (or absence thereof).
Issued by: AIS data provider (Spire, MarineTraffic, Windward, etc.). Why mandatory at SP-3: Used for sanctions compliance verification and confirming the vessel's recent trading pattern matches the declared business.

D247 - Trade History Declarations

Purpose: Declaration of the vessel's trading activities, particularly to and from sanctioned countries.
Issued by: Counterparty (seller). Why mandatory at SP-3: Compliance gate.

D190 - Loan Agreement

Purpose: The agreement under which the buyer's bank lends to the buyer SPV for the vessel acquisition.
Contents: Borrower, lender(s), agent (if syndicated), principal amount, currency, interest rate basis, drawdown conditions, repayment schedule, covenants, events of default, governing law.
Issued by: Bank + borrower. Why mandatory at SP-3: This document defines the entire financing relationship. Subject finance cannot be lifted without it.
Triggers: financed = yes.

D261 - Acceptance Memorandum

Purpose: Formal memorandum that the subjects are lifted and the deal proceeds.
Issued by: Both parties. Why mandatory at SP-3: Confirms the subjects period has concluded.

D159 - Independent Vessel Valuation

Purpose: Third-party valuation of the vessel from an established provider.
Contents: Vessel particulars, valuation amount, currency, valuation date, valuation basis (charter-free, TC-attached), methodology (market comparable, DCF), provider's signatory.
Issued by: VesselsValue, Clarksons SIN, MSI Horizon, Affinity, or independent broker. Why mandatory at SP-3: Banks require this for LTV calculation. (financed=yes predicate. Cash deals see this as Recommended.)

Optional documents (SP-3)

ID	Document	When relevant
D073	Loss of Hire (LOH) Cover Note	Where LOH is taken out
D116	Ship Sanitation Control Certificate	For passenger or food-trade vessels

Asset-type variations

Offshore Production: subjects period adjustments

The subjects clock for offshore production assets often runs against:

Subject to oil-major (charterer) consent to assignment
Subject to lender consent to charter assignment
Subject to regulatory approval for asset location and operation
Subject to MWS sign-off on installation readiness

Subjects period can extend 4-8 weeks for FPSO transactions.

Drilling: subjects period adjustments

Drilling rigs typically require:

Subject to drilling contractor's principal-of-record approval (where rig has long-term contract)
Subject to E&P operator's consent
Subject to local regulator approval (where rig is operating in specific waters)
Subject to crew transfer and well-control equipment audits

Drilling subjects period: 4-8 weeks.

Phase SP-4: Pre-Delivery / NOR

When this happens: 1-7 days before closing. All subjects lifted. The deal is binding subject only to mechanical delivery.

Goal: Complete pre-delivery preparations. Insurance attached and effective at delivery. Bunker quantities measured. NOR drafted ready to tender.

Phase gate to advance: All M-rated SP-4 documents Accepted. NOR ready to tender on the day.

Mandatory documents (SP-4)

D070 - Hull & Machinery (H&M) Certificate / Cover Note

Purpose: The hull and machinery insurance policy covering the vessel for accidents and physical damage.
Contents: Policy number, vessel particulars, underwriter, coverage type (H&M), sum insured, currency, deductible, effective date, expiry date, mortgagee loss payable clause (if financed), mortgagee name.
Issued by: Marine underwriter. Why mandatory at SP-4: Insurance must attach at the moment of delivery. Without it, the vessel transfers uninsured.

D071 - P&I Certificate of Entry

Purpose: Protection & Indemnity Club entry for the vessel - covers third-party liabilities.
Issued by: P&I Club. Why mandatory at SP-4: P&I cover is required for vessel trading; required by charterers; required by ports.

D076 - Mortgagee Endorsements / Loss Payable Clauses

Purpose: Insurance endorsements naming the mortgagee bank as loss payee.
Issued by: Insurance underwriter. Why mandatory at SP-4: Bank requirement when vessel is financed. (financed=yes predicate.)

D156 - Bunker ROB Statement (delivery)

Purpose: Measurement and certification of the vessel's bunker (fuel) quantities at delivery.
Contents: ROB measurements at the moment of delivery, agreed price formula for the bunkers, certified by both parties or a surveyor.
Issued by: Joint or surveyor. Why mandatory at SP-4: Bunkers are commercially significant and need precise measurement.

D157 - Lube Oil Statement (delivery)

Purpose: Measurement of lube oil quantities at delivery (commercially similar to bunkers).
Issued by: Joint or surveyor. Why mandatory at SP-4: Lube oil settlement is part of the bunker reconciliation at delivery.

D173 - Notice of Readiness (NOR)

Purpose: Formal notice from seller to buyer that the vessel is ready for delivery.
Contents: Vessel name, IMO, place of readiness, time of readiness (typically to the second), conditions of readiness.
Issued by: Seller. Why mandatory at SP-4: Without NOR, no delivery can occur.

D200 - Drawdown Notice / Request

Purpose: Buyer's notice to bank requesting drawdown of the loan to fund the acquisition.
Issued by: Buyer. Why mandatory at SP-4: Without drawdown, no funds available at closing. (financed=yes predicate.)

D201 - Conditions Precedent (CP) Checklist

Purpose: Bank's checklist of all conditions precedent to drawdown.
Issued by: Bank. Why mandatory at SP-4: Bank will not fund until all CPs satisfied. (financed=yes predicate.)

D204 - Mortgage Release / Deed of Release

Purpose: Release of the existing mortgage by the outgoing lender.
Contents: Releasing mortgagee, vessel particulars, original mortgage instrument reference, release date, notarisation, apostille (typical for cross-border).
Issued by: Outgoing mortgagee bank. Why mandatory at SP-4: The vessel cannot be sold with an active mortgage; the release must be coordinated with the sale.

D265 - CP Satisfaction List (live)

Purpose: Real-time tracker of CP completion status.
Issued by: Bank or buyer's counsel. Why mandatory at SP-4: All parties need a single source of truth for CP status. (financed=yes predicate.)

D036 - Class Transfer Request / Class Acceptance

Purpose: Class society's acceptance of the new owner (and where applicable, the new manager).
Issued by: Class society. Why mandatory at SP-4: Class records ownership; the class-side ownership record must transition.

Phase SP-5: Closing / Delivery

When this happens: Closing day. Single day. Most M-rated documents close out here.

Goal: Transfer the vessel. Update the ownership ledger. Trigger ledger writes and Marintel-Generated Artifacts.

Phase gate to advance: Bill of Sale and PODA both Accepted. Buyer's funds in escrow released. Mortgage Discharge filed.

Marintel handles: The closing-event bridge fires automatically when M-rated terminal documents reach Accepted state. See Closing Day Deep Dive below.

Mandatory documents (SP-5)

This phase has the highest M-rated document count of any phase in S&P - around 50 documents converging at closing day. Below are the most critical.

D082 - Deletion Certificate (prior flag)

Purpose: The prior flag state's certificate that the vessel has been deleted from its registry.
Contents: Prior flag, prior registry office, prior owner entity, deletion date, encumbrances discharged confirmed, apostille (typical).
Issued by: Prior flag state registry. Why mandatory at SP-5: Required when flag_change = yes. The vessel cannot be on two flags simultaneously.

D084 - Minimum Safe Manning Certificate

Purpose: Flag state's confirmation of the minimum crew complement required.
Issued by: Flag state. Why mandatory at SP-5: Required for trading.

D085 - Ship Station Licence (Radio Licence)

Purpose: Vessel's radio communication licence.
Issued by: Flag state telecoms regulator. Why mandatory at SP-5: Required by GMDSS for trading.

D086 - Application for Registration

Purpose: Buyer's application to the new flag for registration of the vessel.
Issued by: Buyer (or counsel). Why mandatory at SP-5: Required when flag_change = yes.

D087 - Ownership Declaration / Tonnage Declaration

Purpose: Declaration to the new flag of ownership particulars and tonnage.
Issued by: Buyer. Why mandatory at SP-5: Required for new flag registration.

Purpose: New flag's consent to register the mortgage in their registry.
Issued by: New flag state. Why mandatory at SP-5: Required when financed deal involves flag change.

Statutory Certificates (all M at SP-5)

These are the standard suite of SOLAS/MARPOL statutory certificates. All must be in Accepted state.

D100 IOPP Certificate - International Oil Pollution Prevention
D101 IAPP Certificate - International Air Pollution Prevention
D102 BWM Certificate - Ballast Water Management
D106 EEXI Technical File & Certificate - Energy Efficiency Existing Ship Index
D107 CII Rating Statement - Carbon Intensity Indicator
D109 Cargo Ship Safety Construction Certificate - SOLAS
D110 Cargo Ship Safety Equipment Certificate - SOLAS
D111 Cargo Ship Safety Radio Certificate - SOLAS
D112 Document of Compliance (DOC) - ISM Code (managing company)
D113 Safety Management Certificate (SMC) - ISM Code (vessel-specific)
D114 International Ship Security Certificate (ISSC) - ISPS Code
D115 Maritime Labour Certificate (MLC) - Maritime Labour Convention

Each issued by class society or flag state. Each must be in Accepted state for the vessel to trade.

The Title Transfer Documents

D170 - Bill of Sale

Purpose: The legal instrument that transfers ownership of the vessel from seller to buyer. The single most important document in any S&P transaction.
Contents: Vessel IMO, name, flag at sale, seller entity (with jurisdiction), buyer entity (with jurisdiction), purchase price amount and currency, execution date, place of execution, notary details, apostille (where applicable - mandatory for cross-flag transactions).
Issued by: Seller (executed). Why mandatory at SP-5: Title cannot transfer without it.
Marintel validates: Vessel IMO matches Class Certificate (D024) and Certificate of Registry (D081); purchase price matches MOA (D003); seller matches deal context; apostille present when flag_change = yes; execution date sequencing relative to MOA.

D171 - Protocol of Delivery & Acceptance (PODA)

Purpose: Both parties' confirmation that the vessel has been delivered by seller and accepted by buyer. Time-stamped to the second.
Contents: Vessel IMO and name, seller and buyer entities, delivery date, time, timezone (UTC), delivery location, seller signatory, buyer signatory, conditions noted (typically none for clean delivery).
Issued by: Both parties co-execute. Why mandatory at SP-5: The moment of risk transfer is legally significant. Time-stamping precision matters.

D175 - No-Lien / No-Debt Undertaking

Purpose: Seller's undertaking that the vessel is being delivered free of liens, encumbrances, and crew/supplier debts.
Issued by: Seller. Why mandatory at SP-5: Buyer needs assurance there are no hidden claims to be answered post-closing.

The Financing Security Documents (all M-rated at SP-5, all triggered by `financed=yes`)

D191 - First Preferred Ship Mortgage

Purpose: The instrument granting the new mortgage over the vessel to the new lender.
Contents: Vessel IMO, mortgagor (buyer SPV), mortgagee (lender), rank (1 for first preferred), principal amount, currency, loan agreement reference, execution date, governing law, apostille (typical).
Issued by: Mortgagor (buyer). Why mandatory at SP-5: Without it, the lender has no perfected security.

D192 - Deed of Covenant

Purpose: The companion deed to the mortgage setting out the borrower's vessel-specific covenants.
Issued by: Mortgagor. Why mandatory at SP-5: Standard companion to the mortgage instrument.

D193 - Assignment of Earnings

Purpose: Borrower's assignment of vessel earnings (charter hire, freight) to the lender as security.
Issued by: Mortgagor. Why mandatory at SP-5: Standard ship finance security package.

D194 - Assignment of Insurances

Purpose: Borrower's assignment of insurance proceeds to the lender as security.
Issued by: Mortgagor. Why mandatory at SP-5: Standard ship finance security package.

D196 - Account Pledge Agreement

Purpose: Pledge over the borrower's operating account for the vessel.
Issued by: Mortgagor. Why mandatory at SP-5: Lender requires control over cash flows.

Purpose: Pledge over the shares in the buyer SPV (which owns the vessel).
Issued by: SPV shareholders. Why mandatory at SP-5: Gives the lender ultimate control of the asset-holding entity.

D198 - Manager's Undertaking

Purpose: Vessel manager's undertaking to the lender on operational matters.
Issued by: Vessel manager. Why mandatory at SP-5: Lender requires direct relationship with manager.

D205 - Mortgage Discharge Filing (registry)

Purpose: The formal filing of the prior mortgage's discharge with the (prior) flag state registry.
Issued by: Buyer's counsel (typically) or filing agent. Why mandatory at SP-5: The prior mortgage must be discharged in coordination with the new mortgage registration.

D210 - Funding Confirmation / SWIFT Confirmation

Purpose: Confirmation that purchase funds have been transmitted via SWIFT and received by escrow / seller.
Issued by: Bank. Why mandatory at SP-5: Without funds, no closing.

D090 - Mortgage Registration Acknowledgement (Flag-issued)

Purpose: New flag state's confirmation that the new mortgage has been registered.
Contents: Mortgage registry number, vessel particulars, mortgagor and mortgagee entities, mortgage rank, principal amount, currency, registration date, source mortgage instrument reference, apostille.
Issued by: New flag state registry. Why mandatory at SP-5: This is the moment of perfection. The lender's security exists from the registration moment.
Marintel writes: Triggers a new entry in the mortgage_register ledger table.

D091 - Mortgage Discharge Acknowledgement (prior flag)

Purpose: Prior flag state's confirmation that the prior mortgage has been discharged.
Issued by: Prior flag state registry. Why mandatory at SP-5: Required when flag_change = yes.

Corporate Closing Documents (all M-rated at SP-5)

D222 Certificate of Good Standing - confirms buyer SPV is in good standing
D223 Register of Directors - identifies who can authorise actions
D225 Incumbency Certificate - certifies who holds which office
D227 Power of Attorney - where attorney-in-fact will sign
D234 Manager Appointment Agreement - vessel manager identified

Closing Mechanics (M and R at SP-5)

D260 Closing Memorandum / Closing Agenda (M) - the master agenda for closing day
D262 Signature Tracker (R) - live tracker of which signatures have been completed
D263 Apostille / Notarisation Tracker (R) - tracker of notarisations
D264 Funds / SWIFT Tracker (R) - tracker of payment flows

Optional documents (SP-5)

ID	Document	When relevant
D232	Joint Venture Agreement	Multi-party ownership structures

Phase SP-6: Post-Closing

When this happens: Days to weeks after closing.

Goal: Complete registration on new flag; perfect mortgage; finalise insurance; close out the deal.

Phase gate to advance: New flag's Certificate of Registry received; mortgage registration acknowledgement received; all M-rated SP-5 docs in Accepted state.

Most M-rated documents for this phase are flagged "Issued at SP-5; received at SP-6." The actual receipt of these documents marks SP-6 completion. Examples include:

New Permanent Certificate of Registry (received from new flag after application)
Deletion Certificate (received as apostilled original from prior flag)
Mortgage Registration Acknowledgement (received from new flag's registry)
Mortgage Discharge Acknowledgement (received from prior flag's registry)

Documents specific to this phase are generally "evidence of completion" rather than transaction documents themselves.

Phase SP-7: Post-Closing Tail

When this happens: 1-6 months after closing.

Goal: Receive deferred originals; resolve any post-closing claims; finalise any reconciliations.

Phase gate to advance: Deal closed; no open items.

In practice, the SP-7 tail is mostly about apostilled originals trickling in from various jurisdictions, post-closing tax reconciliations, and any warranty claims under MOA clause 6 (defects manifesting post-delivery).

Most Marintel platform interaction at SP-7 is the system collecting deferred documents and updating the audit log accordingly. The deal is operationally closed but the documentary tail continues.

Closing Day Deep Dive

Closing day is choreography. The sequence matters. The timestamps matter. Marintel orchestrates the steps; the parties execute.

Typical sequence

The exact sequence varies by deal structure, but a representative S&P closing follows these steps:

08:00 UTC: Pre-closing call. All parties confirm readiness. Outstanding items reviewed.
10:00 UTC: Bunker measurement (if not already done at SP-4). Joint survey at the vessel.
12:00 UTC: Funds at escrow. Buyer's funds confirmed in escrow account.
13:00 UTC: NOR tendered. Seller tenders Notice of Readiness (D173). Time stamped to the second in Marintel.
13:30 UTC: PODA signed. Seller and buyer counter-sign Protocol of Delivery and Acceptance (D171). Time stamped.
14:00 UTC: Bill of Sale executed. Seller executes Bill of Sale (D170) in favour of buyer. Notarised, apostilled where required.
14:01 UTC: Marintel validates. AI extraction confirms: vessel IMO matches all related documents; purchase price matches MOA (D003); apostille present (if flag change); all parties match deal context.
14:02 UTC: Closing-event bridge fires. All M-rated terminal documents in Accepted state. Marintel updates ownership_ledger automatically: prior entry closed with end_date=delivery_date; new entry inserted with the buyer SPV as owner.
14:03 UTC: Marintel-Generated Artifacts emitted. M001 Closing Certificate and M002 Ownership Snapshot generated, cryptographically signed.
14:05 UTC: Mortgage instruments executed. First Preferred Ship Mortgage (D191) and security package executed.
14:10 UTC: Funds released from escrow. Escrow agent receives release instructions; funds transferred to seller. SWIFT confirmation (D210) issued.
14:15 UTC: Mortgage Registration filed. Filing of new mortgage with new flag state initiated.
15:00 UTC: Deal complete. Closing memorandum (D260) finalised. All parties stand down.

What goes wrong

Common closing-day failures and how to handle them:

Bunker dispute. Joint measurement disagreement. Resolution: independent surveyor's measurement; settlement reserved.
Funds delay. SWIFT delay between sender and escrow bank. Resolution: delay closing by hours, not days; use confirmation receipts.
NOR validity dispute. Vessel not ready in some material way. Resolution: NOR tendered late; subjects clock may need extension.
Apostille missing on Bill of Sale. Resolution: cannot proceed; reschedule.
Notary signature on Board Resolution doesn't match Incumbency Certificate. Resolution: corrected resolution issued; brief delay.

Marintel's validation pipeline catches several of these before they become closing-day problems. Validation rules run as documents are uploaded; rules catch IMO mismatches, name mismatches, missing apostilles before the lawyers do.

Marintel-Generated Artifacts

When closing day completes, Marintel produces signed digital artifacts. These are not just receipts. They are cryptographic proof, verifiable by any third party using Marintel's published public keys, that the deal happened on the platform with the documents and counterparties named.

M001 - Marintel Closing Certificate

A one-page PDF + machine-readable JSON. Names parties, vessel, date, key documents accepted, ledger events fired. Issued automatically when terminal phase reached.

M002 - Marintel Ownership Snapshot

Point-in-time view of the vessel's ownership ledger. Updated continuously; signed snapshot generatable on demand.

M003 - Marintel Audit Log Export

The full event log scoped to this deal. Hash-chained, tamper-evident. Used by auditors, banks, future buyers.

M004 - Marintel Validation Report

Per-document AI provenance. For every document that reached Accepted state, captures the model version used for extraction, the prompt hash, the per-field confidence, the validation rules that passed.

M005 - Marintel Diligence Pack Export

(V1 feature.) For seller assembling a buyer-shareable pack of validated documents plus structured fields plus audit trail. The next chapter of how diligence packs work.

Each artifact is independently verifiable using the public key at https://trust.marintel.io/keys. Banks, auditors, and future parties can verify without logging into Marintel.

Learn more about how Marintel artifacts work.

Common Failure Modes (and how to avoid them)

Decades of maritime S&P practice surface a few recurring failure modes. Marintel cannot prevent them all, but the platform's discipline reduces them substantially.

Subjects-period collapse

A subject doesn't lift in time. Buyer abandons; deposit refunded. Cause: poor coordination between inspector, buyer's bank, and buyer's board. Marintel mitigates by running the subjects clock visibly to all parties with notifications at configurable intervals.

Late apostille

A required apostille (Bill of Sale, Mortgage Release, Deletion Certificate) takes longer than expected. Closing slips. Cause: countries vary widely in apostille processing speed; some require 2-6 weeks. Marintel mitigates by surfacing apostille requirements early via the notarisation_required field on each document, allowing parties to start the process at SP-2 or SP-3.

Funds delay

SWIFT correspondent banking between seller's and buyer's banks takes longer than expected. Closing day stretches into evening. Mitigation: confirm payment paths between banks at SP-3, not SP-5.

Mortgage discharge sequencing

The prior mortgage isn't discharged before the new mortgage is registered, creating a brief moment of dual-mortgage exposure or a registry conflict. Mitigation: Marintel orchestrates the sequence; ledger doesn't allow new mortgage registration until prior discharge is filed.

Name mismatch on counterparty

The Bill of Sale names "Eagle Express SPV Ltd" but the Board Resolution names "Eagle Express SPV Limited." Lawyer flags; signature potentially invalid. Mitigation: Marintel's validator catches exact-name mismatches at extraction time.

Class transfer rejection

The class society rejects the new owner (rare but happens, particularly with vetting concerns). Cause: counterparty has a vetting history that triggers class concerns. Mitigation: D036 Class Transfer Request submitted at SP-4 so any class concerns surface before closing day.

Statutory cert expiry

A statutory cert (IOPP, MLC, etc.) expires before closing or shortly after, requiring renewal before vessel can trade. Mitigation: Marintel surfaces all cert expiries in the data room dashboard; reminders to renew at SP-3 or SP-4.

The Maritime Sale & Purchase Guide

How to use this guide

Table of contents

Quick Reference Timeline

Before You Start: Predicates and Asset Types

The six predicates

Flag change: a special case

Asset type variations

Phase SP-1: Pre-MOA / Due Diligence

Mandatory documents (SP-1)

D024 - Classification Certificate (Full Term)

D025 - Special Survey Report (SS)

D031 - Class Status Report / Class Maintenance Confirmation

D060 - Q88 (tankers)

D061 - Vessel Particulars Sheet (non-tanker)

D081 - Permanent Certificate of Registry

D089 - Transcript of Registry / Encumbrance Certificate

D130 - Owner's Inspection Report (pre-MOA)

D240 - Sanctions Screening Confirmation (partner-provided)

Recommended documents (SP-1)

Optional documents (SP-1)

Phase SP-2: MOA Signing & Deposit

Mandatory documents (SP-2)

D003 - Memorandum of Agreement (MOA - NSF 2012)

D004 - MOA Riders / Amendments

D206 - Escrow Agreement

D207 - Escrow Instructions

D220 - Certificate of Incorporation (buyer SPV)

D221 - Memorandum & Articles of Association (buyer SPV)

D226 - Board Resolution authorising Transaction

D241 - OFAC Representations / Certifications

D242 - AML / KYC Package

D245 - Source of Funds Declaration

D246 - Country-Exposure Declaration

D233 - Tax Forms (FATCA / CRS Self-Certification)

Recommended documents (SP-2)

Optional documents (SP-2)

Phase SP-3: Subjects Period

Mandatory documents (SP-3)

D062 - Tonnage Certificate

D063 - Load Line Certificate

D083 - Continuous Synopsis Record (CSR)

D150 - AIS Trading History

D247 - Trade History Declarations

D190 - Loan Agreement

D261 - Acceptance Memorandum

D159 - Independent Vessel Valuation

Recommended documents (SP-3)

Optional documents (SP-3)

Asset-type variations

Phase SP-4: Pre-Delivery / NOR

Mandatory documents (SP-4)

D070 - Hull & Machinery (H&M) Certificate / Cover Note

D071 - P&I Certificate of Entry

D076 - Mortgagee Endorsements / Loss Payable Clauses

D156 - Bunker ROB Statement (delivery)

D157 - Lube Oil Statement (delivery)

D173 - Notice of Readiness (NOR)

D200 - Drawdown Notice / Request

D201 - Conditions Precedent (CP) Checklist

D204 - Mortgage Release / Deed of Release

D265 - CP Satisfaction List (live)

D036 - Class Transfer Request / Class Acceptance

Recommended documents (SP-4)

Phase SP-5: Closing / Delivery

Mandatory documents (SP-5)

D082 - Deletion Certificate (prior flag)

D084 - Minimum Safe Manning Certificate

D085 - Ship Station Licence (Radio Licence)

D086 - Application for Registration

D087 - Ownership Declaration / Tonnage Declaration

D088 - Flag State Mortgage Consent

Statutory Certificates (all M at SP-5)

The Title Transfer Documents

D170 - Bill of Sale

D171 - Protocol of Delivery & Acceptance (PODA)

D175 - No-Lien / No-Debt Undertaking

The Financing Security Documents (all M-rated at SP-5, all triggered by financed=yes)

D191 - First Preferred Ship Mortgage

D192 - Deed of Covenant

The Financing Security Documents (all M-rated at SP-5, all triggered by `financed=yes`)