It also applies during ownership transfers within ongoing reporting periods.
Compliance data, partial-period reports, and responsibility allocation.
Data consistency and temporal attribution require a technical foundation.
Which FuelEU-related information is reliably available.
The FuelEU Maritime Regulation measures compliance on an annual basis. A vessel that changes ownership in March has already accumulated three months of emission data – data the new owner lacks but which remains relevant for the annual calculation. The verifier preparing the year-end compliance report requires the complete dataset. Without a contractual provision in the Memorandum of Agreement (MoA), a data gap arises that neither buyer nor seller can close alone.
The technical complexity begins with the Continuous Emissions Monitoring logic. Every vessel maintains EU MRV-compliant monitoring that records fuel consumption, distances, and port stays. This data feeds into the GHG intensity calculation. During an ownership transfer, these raw data must be handed over – not merely aggregated reports, but the granular datasets the verifier needs for their audit.
Added to this is the question of the compliance balance. If the seller accumulated a deficit in the previous period that was carried forward to the current period (borrowing), the buyer potentially inherits a pre-existing burden. Conversely, a compliance surplus held by the seller may be economically valuable to the buyer. Without a provision in the purchase agreement, the status of these positions remains unclear.
The situation is particularly delicate for vessels registered in a compliance pool. The pool manager must be informed of the ownership change because the pool balance shifts. If the MoA does not address this aspect, the buyer risks unknowingly entering a pool – or the seller risks losing their pool position.
For buyers, this means an expanded due diligence process. Beyond the classic check points – class condition, outstanding repairs, certificate status – the FuelEU compliance history must now also be reviewed. What GHG intensity value has the vessel achieved in the past two years? Are there outstanding deficits? Which fuels can the machinery actually burn, and does this align with the Energy Efficiency Existing Ship Index (EEXI) declarations?
On the seller’s side, a new documentation obligation emerges. The seller must be able to hand over all MRV data for the current reporting period – ideally in a format that the buyer’s verifier can process directly. In practice, many shipping companies use different monitoring systems, which complicates the data transfer.
Furthermore, both parties must clarify the temporal attribution of costs. If a penalty notice is issued months after the sale but is based on emissions generated partly during the seller’s period of ownership, the cost attribution becomes contentious without a contractual provision.
In the first months since FuelEU Maritime came into force, typical problem areas are already emerging. In several S&P transactions, it transpired that sellers could not provide MRV raw data in a transferable format. Bunker Delivery Notes (BDNs) were available, but the derived well-to-wake calculations were missing because the seller had relied on manual spreadsheets rather than a certified monitoring system.
In another case, the seller had not disclosed compliance surpluses from the previous period. The buyer only learned during the verifier audit that the vessel held a surplus that could have been factored into the transaction economically. Such information asymmetries can only be prevented through clear MoA clauses requiring full disclosure before closing.
When drafting or reviewing an MoA with FuelEU provisions, three levels should be worked through systematically. First level – data handover: which MRV raw data, BDNs, and sustainability certificates are to be transferred, by when, and in what format? Second level – compliance balance: how are outstanding deficits or surpluses valued and set off against the purchase price? Third level – post-completion liability: what time limits apply for claims arising from the seller’s period of operation?
A proven mechanism is to establish an escrow account for potential FuelEU costs, which is only released once the verifier has completed the annual report and no outstanding claims exist.
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