Why Hire an Aviation Transaction Attorney?
Aircraft transactions are complex and high-dollar value transactions. Navigating the legal, regulatory, and tax landscape of aircraft acquisitions and sales demands a sophisticated approach—one that minimizes transaction costs, streamlines execution, and protects your interests at every stage.
Engaging the right aviation transaction attorney is essential to reducing risk, ensuring compliance, and securing a seamless transaction outcome.
Jetlaw’s team of transaction attorneys includes experienced pilots, a former Air National Guard Crew Chief, and a repairman. Our industry experience guides our approach to drafting and reviewing purchase agreements and negotiating letters of intent.
We understand that every aircraft transaction represents a significant financial and operational investment. We will structure your acquisition or sale to protect your interests, optimize your tax position, and enable operational success.
Jetlaw: Your Aviation Transaction Team Leader
Our transaction attorneys provide a single point of contact for your aircraft transaction, offering strategic guidance and operational execution for the entire acquisition or sale process.
When you engage Jetlaw, you gain more than legal counsel—you gain a trusted partner who drives the transaction to completion while safeguarding your interests.
As your transaction team leader, Jetlaw will:
- Provide a clear, strategic action plan with defined checkpoints so your executive team understands the deal flow and timelines.
- Develop a practical aircraft ownership and operating structure that is FAA and IRS compliant.
- Identify and coordinate aircraft financing options that align with your broader financial strategy.
- Provide full scope tax planning, or interface with your tax advisors to develop a tax strategy that maximizes the benefits of aircraft ownership while maintaining regulatory compliance.
- Interface with your corporate flight department or management company so your aircraft is ready for its first fight as soon as you close the deal.
- Support your aircraft broker in contract negotiations, ensuring favorable terms and protecting your interests.
Why Jetlaw?
Jetlaw stands apart from other aviation law firms because we bring industry experience and operational insight to every transaction. Our team includes experienced pilots, a former Air National Guard Crew Chief, and a repairman—professionals who understand the intricacies of aircraft ownership and operation.
“Aviation is so much more than pilots and planes. If you are not familiar with the aviation industry, you miss all of that.”
This insider perspective enables us to anticipate challenges and craft solutions before they become problems.
1. Jetlaw’s Attorneys Are Pilots
Our partners and senior advisors are pilots and aircraft owners. Jetlaw owns and operates corporate aircraft. We fly in the same airspace that you do. We sign hangar leases, schedule maintenance, and attend recurrent pilot simulator training. We understand the operational and regulatory challenges that flight departments face because we face them ourselves. This practical experience informs our legal counsel, ensuring that our advice is grounded in real-world aviation operations.
2. Long-Term Strategic Relationships
Jetlaw provides comprehensive aviation counsel for your entire aircraft transaction. We forge long-term relationships with our clients and continue to support them post-closing. We provide ongoing guidance on tax, aircraft operations, regulatory compliance, and legal changes within your operation and the aviation industry.
3. Tailored Tax Services
No one knows your tax situation better than you, and no one knows aviation taxes better than Jetlaw. We work hand-in-hand with your tax advisors to integrate the most current and advantageous aviation tax strategies with your tax-specific needs while keeping your structure compliant with FAA regulatory requirements.
4. Risk Management
Aircraft ownership comes with inherent risks—Jetlaw helps you create aircraft ownership and operating structures that minimize that risk. We advise on risk mitigation strategies that include maximizing insurance coverages, implementing corporate or personal aircraft use policies, addressing hangar liability, and following aircraft operation best practices.
What Jet Should I Buy?
Choosing the right aircraft is a strategic decision that requires careful consideration of operational, financial, and regulatory factors. Jetlaw works with aircraft brokers, corporate flight departments, and aviation consultants to help you identify the make and model of aircraft that aligns with your business and operational needs. There are dozens of factors to consider when selecting a make and model, but at a minimum, consider the following:
- Capacity: How many passengers will you need to accommodate for 90% of your flights?
- Weight and Balance: Can you fill all the seats and remain within operational weight limits?
- Performance: Is speed, fuel efficiency, or range more critical for your missions?
- Charter Use: Will you make the jet available for third-party charter?
- Runway Compatibility: Does your home airport’s runway length support your preferred aircraft?
Aircraft Registration: Trust or No Trust
FAA registration requirements are complex and constantly evolving. Traditional aircraft registration is often the preferred option for aircraft ownership, but the FAA allows owners to own aircraft through grantor trusts that comply with the FAA Registry’s policies. Jetlaw helps owners evaluate aircraft registration options, find an owner trustee partner, and establish the ownership trust structure. The primary benefits of the ownership trust are:
- Privacy: The FAA Registry is publicly searchable. An ownership trust adds a layer of confidentiality to your aircraft ownership.
- U.S. Citizenship Issues: The FAA imposes limitations on non-U.S. citizen ownership of U.S. (“N”) registered aircraft. An owner trust allows non-U.S. citizens (individuals and entities) to own U.S. registered aircraft as beneficial owners without complying with complex reporting requirements.
If U.S. registration is not the best fit for you, Jetlaw can help you evaluate foreign registration options to align with your operational and financial objectives.
Aircraft Financing
Our attorneys help borrowers and lenders structure and negotiate standard finance packages for single aircraft acquisitions and complex credit facility arrangements for fleet floor planning. Jetlaw’s corporate banking advisor helps you identify and evaluates financing options, ensuring that the financing terms align with your broader financial strategy.
Making the Offer
Most aircraft transactions begin with a Letter of Intent (LOI). A well-drafted LOI addresses the key business points for the transaction and provides a structured path to continue negotiations. Jetlaw ensures that your LOI addresses critical business terms and protects your interests.
Drafting Tips for an Effective LOI:
Does the individual that you are negotiating with have authority to negotiate the LOI? Is the transaction going to be a back-to-back transaction (i.e. a “flip”) with the potential for additional tax and title warranty issues?
The more descriptive you are, the more certain you can be of the aircraft’s condition at closing. The aircraft’s delivery condition should be clearly articulated in the LOI. If the aircraft is foreign registered, always specify what nation’s regulatory standard applies to the term “airworthy.”
If there are galley items (china, crystal), loose equipment or spare parts, specifically address that those items are included in the sale. These items do not automatically transfer with the aircraft.
The inspection level is dictated by market conditions, the aircraft’s age and maintenance pedigree, and personal preference. Hiring a technical advisor to monitor the aircraft’s pre-purchase inspection can pay dividends, providing you with on-site representation and a single point of contact to help you understand the aircraft’s technical condition. Some aircraft brokers and management companies offer this service.
Where you take delivery of the aircraft and where it will be hangered after closing will impact your tax planning. Consult with Jetlaw’s tax advisors early in the process, so that you can use the LOI to start outlining tax mitigation deal points, like the aircraft closing location. Our aviation attorneys and tax advisors can help you avoid common tax planning mistakes. Meet our aviation attorney and CPA, Matt Mentzer.
Exercise Caution:
Poorly drafted LOIs can create more problems than they solve. Over-committing, setting inadequate delivery condition requirements, and proposing unrealistic timing obligations can compromise the deal before it starts. Jetlaw drafts and reviews LOIs to avoid these pitfalls and keep negotiations on track.
Purchase Agreement
The purchase agreement should accurately set expectations and protect your rights in the inspection and closing process.
- Warranties and Service Programs: Warranties and service programs may come standard, but many have hidden conditions and onerous termination and cancellation clauses. If you are buying, always have your jet acquisition team review the current warranties and service programs before signing the purchase agreement. The obligation to take assignment of warranties and service programs may be financially detrimental to the buyer. For sellers, the buyer’s decision not to accept assignment of a service program may trigger substantial cancellation fees.
- International Registry. The International Registry (IR) allows owners and lenders to perfect their ownership and security interests in the aircraft and its engines. Read more about the IR here: https://www.internationalregistry.aero/ir-web/
- Aircraft Registration Number. Just like a custom license plate on your car, the FAA allows for custom registration numbers. To search for your preferred registration number, click here: https://amsrvs.registry.faa.gov/E.Gov/NN/reserve.aspx. If you already have a custom registration number reserved, ask us how you can assign it to your new jet or retain the number after selling your jet.
Transaction Tip:
What If I Wanted to Sell My Jet?
Selling an aircraft presents unique challenges. Jetlaw advises sellers to never agree to sell and deliver an aircraft in an airworthy condition, unless the airworthy condition is subject to the purchaser’s verification. Courts have held that contracting to deliver an aircraft in an airworthy condition negates AS IS, WHERE IS language and can create a seller obligation that survives closing.
Meet Jetlaw’s Aircraft Transactions Team
Our aircraft transactions team brings decades of transaction experience and industry knowledge to the table. Our team includes:
E. Brittan Harrell
Associate Attorney