UN Convention on Negotiable Cargo Documents: focus and aims

On 16 December 2025, the United Nations General Assembly adopted the United Nations Convention on Negotiable Cargo Documents (NCD Convention).

The aim of the NCD Convention is to facilitate global trade by creating a comprehensive legal framework to support the use of negotiable cargo documents. The Convention will extend the concept and benefits of bills of lading used in sea carriage to all modes of transport, including road, rail, air, sea and in respect of multi modal carriage.

UNCITRAL (United Nations Commission on International Trade Law) Working Group VI has been responsible for the development of the Convention over the past three years, which has included industry consultations and feedback and the aim is that at least 10 signatories will give the NCD Convention sign off at the coming signing ceremony in Accra, Ghana in the summer of 2026.

Until now, the sole recognised negotiable document used in international trade, which evidenced title, was a bill of lading. Documents used across other modes of transport do not offer a negotiable function whilst the goods are in transit.

The Convention is a legal framework only. Its focus is solely on the negotiable cargo document itself, operating alongside existing legal regimes and transport conventions.

The Convention does not interfere with the rights and obligations of parties pursuant to those international conventions and national regimes and ultimately the use of a NCD is optional, albeit cargo interests may need to be aware that they are agreeing to the goods being carried under a NCD.

Aims:

• Consistency: The Convention provides a unified framework which details what a NCD is, how it is created and how it is used

• Finance: NCDs can be used as collateral

• Digitalisation: The Convention enables electronic NCDs (eNCDs), which not only reduces paperwork but creates efficiency, transparency and accessibility

• Legal Equivalence: Digitised documents are not just enabled, but given legal recognition

• Flexibility: The Convention is adaptable in that it can be utilised during trade not just from the outset

• Facilitating Trade: The Convention aims to boost trade across landlocked and developing regions owing to its adaptability and focus on digitalisation

As to how the NCD will work in practice will take some time to become clear. For it to work comprehensively, there will need to be extensive take up. If, for example, the UK were not to sign up to the Convention, but the freight forwarder in a signatory state issued an NCD, and there was a dispute over who had legal title to take possession of the goods, would we see potential forum shopping?

The idea is a good one. The Electronic Trade Documents Act 2023 aimed to do something similar by introducing the digitalisation of trade documents including bills of lading. However, as we found with the implementation of the 2023 Act, without extensive take up, and in particular the uniform use of the digital platforms to enable the transfer of digital or electronic bills of lading, the process is still taking its time to get going.

Key provisions

• Article 3(1) – When a NCD will be issued

• Article 3(2) – How a NCD will be issued: (i) converting an existing transport document or (ii) issuing a stand- alone NCD

• Article 4 - Requirements for a NCD

• Article 5 - How to address deficiencies in a NCD

• Article 6(3) - Protection of a third party acting in good faith in reliance on a NCD

• Article 7(1) - The rights provided for in the NCD are exercisable only by the holder

• Article 7(4) - NCDs are a document of title

• Article 9 - The liability of the holder

• Article 11 - Transfer of rights through possession or endorsement

• Articles 12-18 - The use of NCDs in electronic format (eNCDs)