In December 2025, the United Nations (UN) adopted a landmark international instrument designed to modernise the legal treatment of documents of title in global trade: the United Nations Convention on Negotiable Cargo Documents, informally referred to as the Accra Convention on Negotiable Cargo Documents.

The Convention establishes a uniform legal framework governing a new class of document of title, the negotiable cargo document (NCD), in either paper or electronic form, intended to represent goods in transit across all modes of transport. Its adoption marks a significant evolution in international trade law, expanding the benefits long associated with negotiable maritime bills of lading to encompass multimodal and digital supply chains in the 21st century.

The primary objective of the Convention is to facilitate international commerce by providing clear and harmonised legal rules for the issuance, transfer and legal effect of NCDs. Historically, negotiable documents of title have played a foundational role in maritime trade, enabling the transfer of property rights in goods in transit and underpinning trade finance transactions.

The new Convention extends these benefits beyond traditional seaborne transport, reflecting the realities of modern supply chains that increasingly rely on multimodal operations and digital documentation. By doing so, it aims to reduce transactional friction, improve legal certainty for financiers and traders, and support the wider digitalisation of global trade.

At the heart of the Convention is the principle that an NCD confers rights in respect of the underlying goods that can be exercised exclusively by the holder of the document. These rights are transferred with the transfer of the document itself, whether through endorsement and delivery or, in cases where the last endorsement is in blank, through mere delivery of the instrument.

In legal effect, the issuance and transfer of an NCD, from the initial holder to subsequent transferees, is treated as equivalent to the physical handing over of the goods. This functional equivalence underpins the negotiability of NCDs and strengthens their utility as instruments of trade finance.

To ensure that NCDs fulfil their intended role, the Convention lays down rules on the rights and liabilities of NCD holders. Among these are the holder's right to demand delivery of goods at the agreed destination and the protection afforded to third parties who act in good faith in reliance on the representations contained in an NCD. At the same time, the Convention acknowledges the holder's obligations, including liability for improper conduct.

These provisions strike a balance between facilitating trade and safeguarding commercial certainty.

In recognition of the diversity of modern transport practices, the Convention respects party autonomy: an NCD may be issued only where the transport operator and consignor so agree. To guide practice, the Convention lists two methods of issuance, including the conversion of existing transport documents into NCDs and the issuance of stand-alone NCDs where traditional transport documents are absent or have been cancelled.

A particularly forward-looking aspect of the Convention is its treatment of electronic negotiable cargo documents (eNCDs). Drawing on the UNCITRAL Model Law on Electronic Transferable Records and related instruments on electronic commerce, the Convention includes detailed rules to enable the reliable and secure use of eNCDs, aligning the legal framework with digital trade ecosystems and electronic data interchange platforms.

Importantly, the Convention's scope is tailored to document negotiability and does not seek to displace existing transport law regimes governing carrier liability, such as the Hamburg or Rotterdam Rules. Instead, it is designed to operate alongside these instruments, providing a specialised legal regime for NCDs that complements established transport law.

By establishing uniform rules for negotiable cargo documents across transport modes and legal systems, the Accra Convention on Negotiable Cargo Documents represents a significant step toward reducing legal fragmentation, enhancing certainty for trading partners and financiers, and supporting the digital transformation of global trade.

Further information: https://uncitral.un.org/en/ncdconvention

This article represents the views of the author and not necessarily those of the ICC.