In the Netherlands, Germany and Italy, as in France, the shipyard owns the hull it builds unless otherwise agreed. What changes from one country to another is the instrument that makes the buyer’s right enforceable: the Kadaster public registers, the Schiffsbauregister, the register of ships under construction. Without registration, the ownership clause is worth nothing on the day of insolvency.
In 2025 a Monaco family holding company requests three quotes for a 45-metre motor yacht: one from a yard in Vollenhove, in Overijssel, another from a yard in Bremen, the third from a yard in Viareggio. The three contracts arrive in English, on each yard’s in-house form, with comparable instalments, warranties of twelve to twenty-four months and jurisdiction clauses designating Zwolle, Bremen and Lucca respectively. The company’s adviser compares prices, lead times and references. He does not compare the registers. Yet it is in the registers that, in each of the three countries, the question is decided of who will own the hull on the day the yard can no longer pay its suppliers.
This page compares, text by text, what Dutch, German and Italian law do with the yacht construction contract on the points that decide the fate of advance payments: the characterisation of the contract, ownership of the ship under construction, the registration that makes it enforceable, the mortgage over the hull, what happens to the contract if the yard becomes insolvent, and warranty periods after delivery. French law, dealt with in the guide’s main page, serves as the point of comparison. The foreign texts were consulted in their official version; where local registry practice is not known, the page says so.
1. Three characterisations for the same contract
German law applies the rules of sale to a contract for the delivery of movable goods to be manufactured or produced (Bürgerliches Gesetzbuch, § 650(1)). A yacht construction contract is therefore essentially a sale of a future thing, with the buyer’s rights in case of defects organised by the law of sale, and the yard is a seller. Italian law does the opposite: the Navigation Code subjects the construction contract, for everything it does not itself regulate, to the rules of the contract for works, the appalto (Codice della navigazione, article 241), after requiring writing on pain of nullity for the contract, its amendments and its revocation (article 237), except for very small vessels. Dutch law has no special characterisation; the contract falls under the general law of contract and sale of the Burgerlijk Wetboek, Book 8 merely treating a ship under construction as a ship for property rights and registration (Burgerlijk Wetboek, article 8:190). French law, as we have seen, treats it as a sale for future delivery governed by a special text (Cass. com., 26 June 2019, no. 17-30.970).
These differences are not academic. They govern the regime for defects, the starting point of time limits and the extent of freedom of contract. Negotiating with a Bremen yard means negotiating a sale; with a Viareggio yard, a contract for works; with a Vollenhove yard, an ordinary contract structured only by its own text. The clause “twelve-month warranty from delivery” does not mean the same thing in the three cases, and a contract that does not say expressly what it adds to or subtracts from the statutory warranty of the yard’s country leaves that question to the courts of that country.
One point is common to all four systems: the Vienna Convention on the International Sale of Goods does not apply, since it excludes sales of ships and vessels (CISG, article 2(e)). A contract drafted in English between a French buyer and an Italian yard is not thereby governed by a uniform law; it is governed by Italian law if it says so, or absent a choice by the law of the yard’s country (Regulation (EC) no. 593/2008, article 4), with everything that law contains.
2. The Netherlands: the hull registered as a ship from construction
Book 8 of the Dutch Civil Code lays down an assimilation rule that makes all the difference: for the sections on rights over seagoing ships, “the word ships also includes ships under construction”, and the word shipowner includes the owner of a seagoing ship under construction (Burgerlijk Wetboek, article 8:190). The only property rights to which a seagoing ship entered in the public registers can be subject are ownership, mortgage, usufruct and certain exhaustively listed liens (article 8:197). It follows that a hull under construction in a Dutch yard can be entered in the public registers kept by the Kadaster in the buyer’s name, and mortgaged in favour of the buyer’s bank, before she has ever floated. This is the practice of the major yards of Friesland and South Holland when the client asks for it; when he does not ask, it does not happen.
Ownership during construction, for its part, is settled by the contract. Absent a clause, the yard supplying the materials owns what it builds and the buyer has only a claim. The early transfer clause, entered in the public registers, makes the buyer’s right enforceable against the yard’s receiver and creditors. The contract must therefore stipulate the transfer, set its timing (usually keel laying for the hull, then each instalment for marked equipment), require the yard to apply for registration promptly and prove that it has done so, and provide that the next instalment is only payable once that proof has been given. A serious Dutch yard accepts these clauses; it is used to them, because its own banks require them.
If the yard becomes bankrupt, the receiver has an option over reciprocal contracts in progress: at the counterparty’s request, it must state within a reasonable time whether it will perform, failing which it loses the right to require performance, and if it declares itself ready to perform, it must provide security for proper performance (Faillissementswet, article 37). A buyer who is not the registered owner of the hull is just an ordinary creditor; one who is recovers the hull or negotiates its completion from a position of strength, with the mortgagee bank at its side.
3. Germany: the Schiffsbauwerk and its court register
German law organised the matter with a precision dating from 1940 that has not aged. A person who, by processing one or more materials, creates a new movable thing acquires ownership of it, unless the value of the processing is substantially lower than that of the material (Bürgerliches Gesetzbuch, § 950(1)): a yard that builds a hull from its own steel plate owns it, unless there is a transfer clause. But a ship mortgage can be created over a ship under construction at a yard, the Schiffsbauwerk, as soon as the keel has been laid and the vessel has been marked, by a name or number, in a place that remains visible until launching (Schiffsrechtegesetz, § 76(1) and (2)). Registration takes place not in the ship register but in the register of ships under construction, the Schiffsbauregister (§ 77). The mortgage extends to the ship in her current state of construction and to marked parts stored at the yard and intended to be incorporated, excluding those that have not become the property of the owner of the Schiffsbauwerk (§ 79), and it survives with its rank on the completed ship (§ 81).
The mechanism is remarkably coherent: the register of ships under construction, kept by the local court of the place of the yard, publishes the buyer’s ownership, the bank’s mortgage and the scope of the security, part by part. § 79 has a practical consequence that contracts forget: parts that have not become the property of the owner of the Schiffsbauwerk are outside its scope. Engines delivered to the yard by an engine maker under retention of title, as long as they are unpaid, therefore escape the mortgage of the buyer’s bank. The contract must organise payment for major equipment so that title passes to the yard and then to the buyer before incorporation, and so that marking is done in the buyer’s name.
If the yard becomes insolvent, the administrator may, where the contract has not been fully performed by both parties, perform it in place of the debtor and demand performance; if it refuses, the counterparty can only assert its claim for non-performance as an insolvency creditor, and when called upon to make its choice, the administrator must do so without delay (Insolvenzordnung, § 103). A buyer registered in the Schiffsbauregister as owner of the hull is outside the estate; one who is not is inside it. A buyer dealing with a yard in Bremen, Lemwerder or Rendsburg must obtain registration of the hull in its name from keel laying. Without that registration, it is in the situation described in the guide’s main page, that of a buyer who has paid for half of a ship that does not belong to it.
4. Italy: registration, or the presumption against the buyer
The Italian Navigation Code makes publicity a condition of enforceability, with a sanction the buyer must know. The construction contract must be made public by entry in the register of ships under construction, failing which the ship is deemed, until the contrary is proved, to have been built for the builder’s own account; amendments and revocation not entered do not bind third parties who have acquired rights over the ship under construction (Codice della navigazione, article 238). The construction itself must have been declared to the competent maritime authority (article 233), and deeds creating, transferring or extinguishing ownership of a ship under construction are themselves subject to entry in the register in which the ship is recorded (article 242).
The Italian trap is the presumption. A buyer who has not had its contract entered in the register of ships under construction of the competent harbour office, Viareggio, La Spezia or Ancona, is deemed not to exist in the eyes of third parties: the yacht is presumed to have been built by the yard for its own account. The receiver will not need to dispute the buyer’s ownership; it will be enough to rely on the register, and it will be for the buyer to prove the contrary, against the register. Entry is made on the basis of a deed in the form required for registered ships or, for small vessels, a declaration by the builder with an authenticated signature (article 239). It costs a few hundred euros and a signature before a notary. In a casualty, it is worth all the advance payments.
The Italian regime for pending contracts in judicial liquidation, organised by the Code of Business Crisis and Insolvency applicable since 2022, follows the same principle as its neighbours: the receiver chooses whether to continue or dissolve the contract. The Italian peculiarity is that the presumption of article 238 makes the position of an unregistered buyer even more fragile than elsewhere: it is not only a creditor, it is presumed to have nothing to do with the hull. A registered contract and a registered deed of transfer of title reverse the situation (articles 238 and 242).
5. Warranty periods: two years in Viareggio, one year in La Ciotat
In Italy, a claim against the builder for non-conformities and hidden defects is time-barred two years after delivery of the work, and a client sued for payment can always rely on the warranty if it notified the defect or non-conformity within that period (Codice della navigazione, article 240). The starting point is delivery, not discovery: a defect discovered twenty-six months after delivery no longer gives rise to a claim on that basis. In Germany, the reference to the law of sale (Bürgerliches Gesetzbuch, § 650) subjects defects to the buyer’s rights regime, with the time limits specific to sale, which in principle run from handover of the thing. Dutch law applies the general law of sale, with the buyer’s obligation to notify the defect within a reasonable time after discovery, on pain of losing its rights. In France, the builder’s warranty is time-barred one year after discovery of the defect (Transport Code, article L. 5113-5).
In all four countries, the contract can adjust these rules between professionals; it can only do so within narrow limits as against a consumer, and that limit is mandatory in the consumer’s State where the yard has directed its activity there (Regulation (EC) no. 593/2008, article 6). A buyer choosing an Italian yard accepts a period of two years from delivery; one choosing a French yard, one year from discovery. Neither is long, and the contract should add a contractual warranty of eighteen to twenty-four months, transferable on resale, with on-site repair at the yard’s expense for defects that do not justify a return to the yard.
6. What the French flag changes for a foreign hull
A buyer who has a yacht built in the Netherlands, Germany or Italy for the French flag must check from signature that it can be registered under the French flag. A French-flagged ship is built in the territory of an EU Member State or has paid the import duties and taxes due there (Transport Code, article L. 5112-1-2), and is owned at least half by EU or EEA nationals or companies, under the residence and establishment conditions set by the Code (articles L. 5112-1-3, L. 5112-1-5 and L. 5112-1-6). A hull built in Turkey and completed in the Netherlands is not, without further examination, a ship built in the Union; the question of duties paid arises and must be settled before delivery, not at registration.
Financing, for its part, can be organised under French law from the outset: mortgages granted by the buyer before francisation on a ship bought or built abroad are valid and effective provided they are published in France (Transport Code, article L. 5114-6-10, III). A French bank can therefore finance an Italian or Dutch construction on a mortgage destined to rank in France, while ensuring, through registration in the local register of the yard’s country, that the hull really belongs to its client during the works. The two registrations do not replace each other; they are cumulative, each producing its effects in its own legal order.
7. The comparison, line by line
As to the form of the contract, France and Italy require writing, Italy on pain of nullity for the contract as for its amendments and revocation (Codice della navigazione, article 237), France on pain of nullity for amendments only (Transport Code, article L. 5113-2); the Netherlands and Germany impose no form, which makes no difference in practice, since a twenty-million-euro contract is signed everywhere. As to characterisation: sale for future delivery in France, sale in Germany, contract for works in Italy, general law in the Netherlands. As to ownership during construction: the yard everywhere, unless otherwise agreed. As to publicity of the clause: the administrative register of ships under construction in France, the Kadaster public registers in the Netherlands, the local court’s Schiffsbauregister in Germany, the maritime authority’s register of ships under construction in Italy, with a presumption against the unregistered buyer.
A mortgage over the hull under construction is possible in all four countries: in France only since 1 May 2026 (Transport Code, article L. 5114-6-5), in Germany from keel laying and marking (Schiffsrechtegesetz, § 76), in the Netherlands on a registered ship (Burgerlijk Wetboek, articles 8:190 and 8:197), in Italy on a registered ship under construction. On the yard’s insolvency, whether the contract continues is the administrator’s or receiver’s choice in all four countries (Commercial Code, article L. 622-13; Faillissementswet, article 37; Insolvenzordnung, § 103; Italian Code of Business Crisis), and only registered ownership or the bank guarantee protects the buyer. On the builder’s statutory warranty: one year from discovery in France, two years from delivery in Italy, the law of sale in Germany, the general law with notification within a reasonable time in the Netherlands.
German law is by far the most protective of the diligent buyer, because its register is kept by a court, part by part, and the bank’s mortgage follows the hull through to the completed ship. Italian law is the most dangerous for the careless buyer, because its presumption works against it. Dutch law sits in the middle, with well-established banking and registry practice. French law has just caught up on the mortgage, but its register of ships under construction remains little tested. None of these four systems protects a buyer who asked for nothing; all of them protect one who asked for registration.
The firm assists buyers in negotiating yacht construction and refit contracts with French and foreign yards, with correspondents in each of the countries mentioned: contact us.
For a complete picture, our practical guide Building your yacht: a French or a foreign shipyard, which law are you choosing? compares the four national regimes, France, the Netherlands, Germany and Italy, and ends with a comparison table and model clauses; it can be downloaded free of charge. To have your own situation reviewed, contact the firm.
Further reading: Shipyard refusing to release a boat in France: the right of retention and how to get the boat back.
Once a dispute breaks out, the question becomes which court or arbitral tribunal will hear it: see our article on disputes with a foreign shipyard and our international arbitration page.
Frequently asked questions
Can I have a hull under construction in a Dutch yard registered in my name?
Yes. Book 8 of the Dutch Civil Code treats ships under construction as ships for the rules on property rights and their registration, and treats the owner of a seagoing ship under construction as a shipowner (Burgerlijk Wetboek, article 8:190). The hull can therefore be entered in the Kadaster public registers in the buyer’s name and mortgaged (article 8:197). Registration requires a transfer of title clause in the contract and an application for registration, which the contract must put on the yard, with a time limit and proof to be provided before the next instalment.
From what point can a German hull be mortgaged?
As soon as the keel has been laid and the ship under construction has been marked, by a name or number, in a place that will remain visible until launching (Schiffsrechtegesetz, § 76(2)). The mortgage is entered in the register of ships under construction of the local court of the place of the yard (§ 77), extends to the ship in her state of construction and to marked parts intended for incorporation that belong to the owner of the Schiffsbauwerk (§ 79), and survives with its rank on the completed ship (§ 81). Very small vessels are excluded.
What does a buyer who has not registered its contract in Italy risk?
It is presumed to have nothing to do with the hull. The Navigation Code provides that, absent entry of the construction contract in the register of ships under construction, the ship is deemed, until the contrary is proved, to have been built for the builder’s account (Codice della navigazione, article 238). If the yard is liquidated, the receiver relies on the register and it is for the buyer to prove the contrary. Deeds transferring title to a ship under construction are also subject to registration (article 242). Registration costs a few hundred euros and is made on a deed with an authenticated signature.
Can a Dutch or German receiver force me to continue the contract?
It can choose to perform it, and then ask you to pay the remaining instalments against delivery. In the Netherlands, a receiver called upon by the counterparty must decide within a reasonable time and, if it opts for performance, provide security for proper performance (Faillissementswet, article 37). In Germany, the administrator has the same choice and must decide without delay if asked (Insolvenzordnung, § 103). In both cases, the security provided by the receiver and registered ownership of the hull are what allow the buyer to accept continuation without taking back the original risk.
Can a hull built in Turkey and completed in the Netherlands fly the French flag?
Only if the import duties and taxes due have been paid, since a French-flagged ship is built in the territory of an EU Member State or has paid those duties there (Transport Code, article L. 5112-1-2). Completing an imported hull in the Union does not make the whole a ship built in the Union without examining the customs regime of the hull on entry. The question is settled before delivery, in the contract, by designating the party bearing the duties and requiring proof of customs clearance of the hull as a condition of the next instalment.
On the same subject, French law: yacht construction contract: ownership of the hull, refund guarantee and shipyard insolvency; financing: mortgage on a ship under construction since the reform of 1 May 2026; disputes: dispute with a foreign shipyard: governing law, competent court and arbitration.