UNCITRAL’s convention on negotiable cargo documents

The United Nations Commission on International Trade Law (UNCITRAL) has approved the draft Convention on Negotiable Cargo Documents (the Convention), with a recommendation for its adoption by the United Nations General Assembly during its 80th session which opened on 9 September 2025. 

To date, only the maritime sector has benefitted from a negotiable legal transport document, the Bill of Lading, which serves as evidence of the contract of carriage, receipt of goods and most importantly a document of title allowing for the transfer of ownership of goods while in transit. 

An overview

The Convention seeks to establish a uniform legal framework for the issuance, transfer and legal effects of negotiable cargo documents (NCDs) which will function as a negotiable document of title across all modes of transport in a multimodal or unimodal context.

The Convention explicitly states that it does not modify the rights and obligations of the transport operator, consignor and consignee and their liability under applicable international conventions or national law governing the transport contract.

The Convention is designed as an opt-in framework, providing commercial parties with the option to request or issue an NCD in either paper or electronic form. This flexibility fits market needs and provides carriers with the option to adopt or exclude NCDs in their own commercial terms. To issue an NCD commercial parties must ensure the NCD contains a conspicuous annotation with reference to the Convention. 

An NCD may be issued by including an annotation, signed by the transport operator, in a transport document. If no transport document exists, or if one was issued but later cancelled, an NCD can still be issued. 

NCDs are required to comply with the comprehensive information standards established by the Convention. This includes specifying the name and address of both the transport operator and consignor, detailing the general nature and condition of the goods, recording the place and date at which the transport operator assumes responsibility for the goods, and noting the place and date of the NCD’s issuance.

Additionally, references to any relevant transport documents, the place of delivery, and other standard data routinely included in transport documentation must be provided. The NCD is generated at the time the goods are formally received by the transport operator.

Benefits of the framework

The new legal framework for NCDs offers several benefits and opportunities for all commercial parties in the logistics sector, particularly those involved in multimodal transport.

Global supply chains

By establishing uniform rules for negotiable transport documents across all modes of transport, commercial parties will significantly benefit from a single, standardised document that simplifies global trade, reduces administrative complexity, increases operational efficiency, reduces costs for inland routes and facilitates seamless door-to-door transportation.

Legal Certainty

The Convention provides certainty as to the legal effect of NCDs, as well as the rights, obligations and liabilities of the holder of the NCD. This is likely to encourage widespread adoption of NCDs and allow commercial parties to engage in the sale of goods in transit and capitalise on the operational benefits presented to global supply chains. Financial institutions, banks and other stakeholders will also be encouraged to accept such documents as security, increasing access to trade finance and encouraging the sale of goods resulting in greater international trade. The preservation of existing liability regimes also provides certainty for carriers, shippers and freight forwarders in respect of their rights and responsibilities.

Digital transformation

The option to issue NCDs in digital form will enhance data reliability and operational efficiency once the necessary systems are in place, supporting end-to-end digitalisation and innovation in the logistics sector. The integration of digital NCDs into existing operations will allow shippers and carriers to compete more effectively through benefiting from faster document exchange, reduced reliance on paper-based processes, and improved data accuracy allowing for quicker responses to fluctuating market demands.

Opt-in Framework

Ultimately, the changes enable commercial parties to now opt to use NCDs to address the particular ownership or financing requirements of their trade routes while still relying on the applicable transport liability regimes. Shippers, carriers and freight forwarders are also able to choose whether they would like to make use of the Convention, integrate any new practices within their existing operations, and use NCDs on a tailored commercial basis.