Introduction
Purchasing an aircraft is fundamentally different from purchasing an ordinary movable asset.
Whether the transaction involves an Airbus A320, Boeing 737, business jet or another commercial aircraft, a purchaser must consider much more than price and physical condition.
The transaction may require investigation of ownership, mortgages and other encumbrances, engine title, previous financing, International Registry registrations, airworthiness, maintenance history, technical records, deregistration, Turkish registration, import documentation and closing mechanics.
The central question is therefore not simply:
“Is the aircraft in good condition?”
The more important legal questions are:
Does the seller actually own the aircraft? Does it have authority to transfer title? Is the aircraft subject to a mortgage, attachment, international interest or another third-party claim? Who owns the engines? Can the aircraft be registered in Türkiye? What appears on the International Registry? Are the maintenance records complete? And, most importantly, will the purchaser obtain clean and enforceable title when the purchase price is paid?
Those questions define a properly structured aircraft acquisition.
The Legal Character of an Aircraft under Turkish Law
Under Article 65 of Turkish Civil Aviation Act No. 2920, aircraft are generally subject to the legal rules governing movable property unless the Act provides otherwise. At the same time, aircraft are subject to a special registration and proprietary-rights regime because of their high value and international mobility. The Turkish Civil Aircraft Registry is maintained pursuant to Article 50 of the Act.
Article 66 is particularly important.
It provides that the creation, transfer and assignment of ownership and other rights in all or part of an aircraft require a written agreement, and that such agreements do not have effect against third parties unless registered in the aircraft registry.
Aircraft transactions should therefore distinguish between:
the contractual transfer between seller and buyer, and
the effectiveness and opposability of the transfer against third parties.
SHGM’s administrative procedure separately requires the ownership change to be recorded in the Turkish Civil Aircraft Registry. Its current ownership-change process requires, among other documents, a notarised sale agreement, registration application, tax-clearance documentation and the original registration certificate.
Accordingly, signing a purchase agreement without completing the registration process creates avoidable legal risk.
Why Legal Due Diligence Is Essential
Physical possession of an aircraft does not by itself establish clean legal title.
An aircraft may be subject to a:
mortgage;
attachment;
financier’s security interest;
lessor’s right;
registered international interest;
previous sale registration;
tax-related claim; or
other third-party right.
Article 51 of Act No. 2920 provides for publicity of the aircraft registry and permits persons demonstrating a relevant interest to inspect registry information and relevant documentation.
A Turkish registry investigation should therefore be one of the first legal due-diligence steps.
For an international acquisition, however, reviewing the national registry alone is not sufficient.
Seller Title and Chain of Title
Before entering into an Aircraft Purchase Agreement, counsel should determine whether the seller actually holds transferable title.
The review should ordinarily include the seller’s corporate documents, signatory authority, board approvals, powers of attorney, previous Bills of Sale, registration certificate, financing arrangements and historic ownership documentation.
Where the aircraft has changed hands several times, the chain of title may require particular attention.
The fact that the seller possesses or operates the aircraft does not necessarily mean that it owns the aircraft free of competing interests.
The Engines May Have a Different Owner
A particularly dangerous assumption is:
“If I buy the aircraft, I automatically own the engines installed on it.”
That is not necessarily correct in international aviation finance.
The Cape Town Aircraft Protocol treats a qualifying aircraft engine as an aircraft object distinct from the airframe. Article XIV(3) further provides that ownership or another right or interest in an aircraft engine is not affected by installation on or removal from an aircraft.
An aircraft may therefore be sold while one or more installed engines are owned by a separate engine lessor.
Due diligence should separately verify each engine’s:
manufacturer;
model;
serial number;
ownership;
lease status; and
International Registry position.
The definition of “Aircraft” in the purchase agreement should consequently deal expressly with the airframe, engines, APU, installed equipment and technical records.
International Registry Searches
Türkiye is a Contracting State to the Cape Town Convention and Aircraft Protocol, which entered into force for Türkiye on 1 December 2011.
Article 68/A of Turkish Civil Aviation Act No. 2920 gives priority to the Cape Town Convention and Aircraft Protocol where their rules and domestic legislation contain conflicting provisions on the same matter. SHGM expressly reflects that approach in its Cape Town implementation framework.
For qualifying aircraft acquisitions, an International Registry search should therefore form part of legal due diligence.
Under Article 22 of the Convention, electronic searches may be made against registered aircraft objects and an official search certificate may identify registered information together with the date and time of registration.
Separate searches may be necessary for the airframe and each qualifying aircraft engine.
Prior Registered Interests
The Cape Town regime operates principally through registration-based priority.
Under Article 29 of the Convention, a registered interest generally has priority over an interest subsequently registered and over an unregistered interest.
The Aircraft Protocol adds specific rules for buyers.
Under Article XIV, a buyer under a registered sale generally acquires free of later registered and unregistered interests, while taking subject to interests already registered at the time of acquisition.
The critical buyer-side question therefore becomes:
Is there a prior financier, creditor or other registered interest on the International Registry when the purchase price is released?
If so, discharge of that interest should ordinarily be incorporated into the closing mechanics.
Transactions may therefore use pre-closing searches, agreed discharge mechanics, closing searches and post-closing confirmation searches.
Registration of the Sale under the Cape Town System
The Aircraft Protocol extends the Cape Town regime to qualifying contracts of sale.
Article V requires a Cape Town contract of sale to be in writing, to concern an aircraft object over which the seller has power to dispose, and to identify that aircraft object in accordance with the Protocol. The agreement transfers the seller’s interest to the buyer in accordance with its terms, and sales may be registered through the International Registry system.
For identification purposes, the manufacturer’s serial number, manufacturer and model designation are particularly significant.
Accordingly, a description such as “one Boeing 737” is inadequate for sophisticated transaction documentation.
Airframe and engines should be identified by serial number.
Eligibility for Turkish Registration
Article 49 of Act No. 2920 establishes the nationality requirements relevant to Turkish civil aircraft.
For aircraft owned by commercial companies registered in the Turkish Commercial Registry, the statute requires a majority of the persons authorised to manage and represent the company to be Turkish citizens and requires voting control under the company’s constitutional documents to remain with Turkish shareholders. Separate nationality conditions apply to certain other categories of legal entities.
This distinction is particularly important for foreign aircraft investors.
Economic ownership of an aircraft and eligibility for permanent registration directly in the foreign owner’s name are not necessarily the same legal question.
Article 55 provides a separate temporary-registration framework for certain foreign-owned aircraft placed at the disposal of qualifying Turkish persons or entities for the statutory period. SHGM’s own registration materials also acknowledge structures in which ownership is foreign while the relevant operator is Turkish.
A foreign investor should therefore establish the intended:
owner structure, operator structure and State of Registry
before signing the purchase agreement.
Deregistration from the Previous State
An aircraft cannot simply remain registered in one State while simultaneously being permanently entered in another national register.
For Turkish registration, Article 60 requires the aircraft not to remain registered abroad and, where previously registered, requires evidence that the foreign registration has been removed. SHGM similarly requires a deregistration certificate or equivalent evidence for first registration in Türkiye.
SHGM’s current guidance confirms that evidence of deregistration or non-registration must be provided before entry into the Turkish register.
The timing of:
deregistration from the exporting State
and
registration in Türkiye
should therefore be coordinated carefully.
Poor sequencing can leave the aircraft temporarily without usable registration or prevent completion of the intended Turkish registration.
First Registration with SHGM
For aircraft being imported and first registered in Türkiye, SHGM currently requires a package of documentation that may include, depending on the structure:
registration application documentation;
customs documentation;
deregistration evidence;
export certification;
import-approval documentation;
sale and transfer documents;
airworthiness documents; and
registration-mark documentation.
Aircraft acquisition closing is therefore not merely a private contractual exchange between seller and buyer.
Depending upon the transaction, SHGM, customs authorities, the exporting registry, financiers and the International Registry may all be involved.
Technical Due Diligence Is Part of Transaction Risk
Clean title does not mean that the purchaser is acquiring an economically sound aircraft.
A buyer should therefore separate:
Legal Due Diligence from Technical Due Diligence.
The current SHT-21 framework issued in 2026 requires, for qualifying used aircraft arriving from a foreign register, documentation reflecting the aircraft’s airworthiness status at transfer, historic manufacturing, modification and maintenance records, weight and balance information, the flight manual and relevant airworthiness-review documentation.
An airworthiness certificate alone should therefore not be treated as a complete technical due-diligence exercise.
Pre-Purchase Inspection
A Pre-Purchase Inspection, or PPI, is central to many used-aircraft transactions.
Technical advisers may review the airframe, engines, APU, landing gear, avionics, structural condition, corrosion, mandatory directives, modifications, maintenance programme, engine life-limited parts and technical records.
The purchase agreement should define the contractual consequences of that inspection.
Among the questions to be addressed are:
Who performs the PPI?
At which MRO facility?
Is borescope inspection permitted?
Will engine runs be performed?
Who repairs discrepancies?
What constitutes a permitted rejection?
Does the seller have a rectification right?
Who pays inspection costs?
Without clear provisions, a technical finding can rapidly become a contractual dispute.
Technical Records
Records can materially affect an aircraft’s value.
Due diligence should examine aircraft and engine logbooks, LLP traceability, component documentation, maintenance releases, airworthiness-directive compliance, modification and STC records, and damage and repair documentation.
The current SHT-21 transfer requirements expressly recognise the importance of historic manufacturing, modification and maintenance records for used aircraft transferred from another registry.
Incomplete records can create costs even where the aircraft itself appears physically serviceable.
Where traceability cannot be established, the buyer may have to replace components or perform additional maintenance.
Damage and Repair History
The acquisition review should also examine whether the aircraft has experienced significant accidents, incidents or structural events.
Relevant matters may include hard landings, tail strikes, bird strikes, lightning damage, hail damage and major structural repairs.
The existence of a historic repair does not by itself make an aircraft unacceptable.
The central issues are whether the repair was performed using approved data, whether the records are complete and whether the event affects market or residual value.
The purchase agreement should therefore address undisclosed material damage history through appropriate representations.
Structuring the Aircraft Purchase Agreement
A sophisticated Aircraft Purchase Agreement should address far more than price.
Key sections normally include:
Aircraft Description — precise identification of the airframe, engines, APU and records.
Purchase Price — price, deposit and payment mechanism.
Conditions Precedent — matters to be satisfied before closing.
Inspection — the PPI process.
Delivery Condition — the agreed technical condition at delivery.
Representations and Warranties — title, authority, liens, sanctions, records and other risk allocations.
Closing Mechanics — sequencing of payment, Bill of Sale, delivery and registrations.
Indemnities — allocation of pre-delivery and post-delivery liabilities.
Governing Law and Dispute Resolution — the substantive law and chosen court or arbitral forum.
“As Is, Where Is”
Used-aircraft agreements frequently contain “as is, where is” provisions.
The seller may seek to limit responsibility for the physical and technical condition of the aircraft.
For the buyer, such language increases the importance of due diligence.
Particular care should be taken to preserve appropriate protection relating to matters such as:
title;
authority;
absence of undisclosed liens;
records;
sanctions compliance; and
other fundamental ownership matters.
Accepting technical-condition risk is not the same as agreeing to bear the risk that the seller never owned the aircraft.
Escrow
For a high-value aircraft transaction, releasing the purchase price directly to the seller before title mechanics are completed may create unnecessary risk.
An escrow arrangement can help synchronise closing.
The purchaser funds the escrow.
The seller deposits closing documents.
Registry and International Registry searches are refreshed.
Existing interests are discharged.
The Bill of Sale is released.
Delivery occurs.
The purchase price is then released.
The commercial purpose is straightforward:
the purchaser should not release its money without receiving clean title, while the seller should not transfer title without receiving the purchase price.
Bill of Sale
The SPA and Bill of Sale perform different functions.
The SPA establishes the full commercial and contractual framework.
The Bill of Sale is commonly used as the operative short-form title-transfer document delivered at closing.
For Cape Town purposes, the sale must satisfy the applicable written-form and identification requirements.
Turkish law likewise requires written documentation for the transfer of aircraft ownership under Article 66.
The SPA, Bill of Sale and documents required for Turkish registration should therefore be internally consistent.
Closing Mechanics
Aircraft closings should be managed through a detailed Closing Checklist.
Immediately before closing, the parties should confirm the relevant registry position, International Registry searches, seller authority, aircraft status, insurance, payment instructions and lien releases.
At closing, the parties should seek to coordinate as closely as possible:
release of purchase price;
delivery of the Bill of Sale;
transfer of possession;
delivery of technical records;
discharge of existing interests;
registration of the sale; and
filing of the ownership change.
Because Cape Town priority can depend upon registration sequencing and timestamps, timing can have substantive legal significance.
Sale of an Aircraft Already Registered in Türkiye
Where an aircraft already appears in the Turkish Civil Aircraft Registry, a domestic ownership change does not require foreign deregistration.
Instead, an Aircraft Ownership Change filing must be made with SHGM.
SHGM’s current procedure requires documents including the registration application, notarised sale agreement, tax-clearance certificate, relevant operating documents, insurance information and the original registration certificate.
Existing Turkish registration does not, however, eliminate the need for legal due diligence.
Mortgage, attachment and other registry entries should still be investigated. SHGM’s own registry-audit materials specifically contemplate checks for mortgages, attachments and other legal restrictions.
Aircraft Mortgages
An aircraft may have been acquired through financing and remain subject to a mortgage.
Articles 69 and 70 of Act No. 2920 establish the Turkish aircraft-mortgage framework. A contractual mortgage is created through agreement between owner and creditor together with registration, and the mortgage agreement must satisfy statutory written and notarisation requirements.
Where a mortgaged aircraft is being sold, closing should coordinate the lender’s payoff, mortgage discharge and any related International Registry discharge.
Paying the seller first and relying upon a later promise to release the financier’s security creates unnecessary title risk.
Türkiye’s Cape Town Declarations
An International Registry search does not necessarily identify every conceivable priority risk.
The Cape Town Convention permits Contracting States to preserve specified categories of non-consensual rights.
Türkiye has declared that certain non-consensual rights or interests having priority under Turkish law may retain priority against a registered international interest. Türkiye has also preserved certain rights of the State and public-service providers to arrest or detain aircraft objects for qualifying amounts and has identified particular attachments and State-related liens as registrable non-consensual interests.
Aircraft due diligence should therefore combine:
International Registry searches, national registry searches and relevant local-law lien or public-charge analysis.
Clean Title and Airworthiness Are Different Questions
A technically airworthy aircraft can remain subject to a bank mortgage.
Conversely, an aircraft may have perfectly clean title while being economically unattractive because its engines are approaching major shop visits.
An acquisition should therefore be assessed across three separate dimensions:
Legal Title — ownership and competing proprietary rights.
Technical Condition — airframe, engines and records.
Regulatory Status — registration and airworthiness.
A positive answer in only one category does not establish a safe aircraft acquisition.
Buyer-Side Due Diligence Checklist
Before closing, buyer’s counsel should ordinarily verify at least:
seller existence and authority;
legal title;
chain of title;
Turkish registry entries;
International Registry entries;
engine ownership;
existing financing;
taxes and charges affecting transfer;
registration eligibility;
foreign deregistration;
airworthiness documentation;
technical records;
upcoming maintenance exposure;
material damage history;
insurance;
sanctions and export-control issues; and
the ability to synchronise payment, title, possession and registrations.
Conclusion
Purchasing an aircraft in Türkiye is not simply a matter of executing an Aircraft Purchase Agreement and paying the price.
A properly structured acquisition requires coordination of at least four legal layers:
Turkish civil aviation and SHGM registration law;
the Cape Town Convention and Aircraft Protocol;
International Registry priority rules; and
contractual title, warranty and closing mechanics.
Turkish law gives central importance to the written transfer agreement while requiring registration for effectiveness against third parties, and SHGM maintains a separate administrative ownership-change procedure.
For cross-border acquisitions, a Turkish registry search alone is not enough. The Aircraft Protocol expressly extends the Cape Town system to qualifying sales and creates priority consequences for registered sales and pre-existing registered interests.
The decisive question should therefore not be:
“Have the parties signed the sale agreement?”
It should be:
“At the moment the purchase price is released, is the purchaser acquiring properly identified airframe and engines, with the required registrations completed, prior interests appropriately discharged, and an aircraft that is legally, technically and regulatorily capable of being used as intended?”
The essence of aircraft acquisition law is to ensure that money and clean title change hands together.
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