UNCITRAL – UNIDROIT MODEL LAW ON WAREHOUSE RECEIPTS (2024)

Date of adoption: 8 May 2024 (UNIDROIT Governing Council), 26 June 2024 (UNCITRAL)

The UNCITRAL – UNIDROIT Model Law on Warehouse Receipts (MLWR) was adopted by the UNIDROIT Governing Council at its 103rd session (Rome, 8 – 10 May 2024) and by the United Nations Commission on International Trade Law (UNCITRAL) at its 57th session (New York, 24 June – 12 July 2024).

 

Purpose

The purpose of the UNCITRAL – UNIDROIT Model Law on Warehouse Receipts (MLWR) is to assist States in considering and adopting a modern warehouse receipts law supporting the issuance and transfer of electronic and paper-based receipts alike. The Model Law should be especially useful to States that currently do not have a warehouse receipts law, as well as to States that already have such laws but wish to modernize them, for instance to support the use of electronic warehouse receipts.

The MLWR was prepared jointly by UNCITRAL and by the International Institute for the Unification of Private Law (UNIDROIT).

Why is it relevant

The primary objective of the MLWR is to facilitate commercial transactions that involve stored goods. Goods may be transferred conveniently and may be used as collateral while they are stored in warehouses by using warehouse receipts. The goods stored may be agricultural or of other origin (e.g., metals).

A specific objective of the MLWR is to promote short-term financing in the agricultural sector. Adoption of the MLWR may facilitate access to credit and reduce the cost of financing for farmers. Moreover, modern uniform rules for the issuance and transfer of warehouse receipts may improve confidence in warehouse receipt systems, which in turn may attract private investments in the agricultural sector.

By improving the ability of farmers to grow, store and sell crops and other agricultural commodities, the MLWR may contribute to increasing global food production and assist in overcoming the food security challenge. Thus, the MLWR has the potential to contribute to achieving the United Nations Sustainable Development Goal 2 to “End hunger, achieve food security and improved nutrition and promote sustainable agriculture”.

Key provisions

The MLWR is organized into six chapters: (i) Scope and general provisions; (ii) Issuance and contents of a warehouse receipt; replacement and change of medium; (iii) Transfers and other dealings in negotiable warehouse receipts; (iv) Rights and obligations of the warehouse operator; (v) Pledge bonds; and (vi) Application of this Law.

Chapter I outlines the scope of application of the Model Law, emphasizing its applicability to both electronic and paper-based warehouse receipts, and provides definitions for key terms used throughout the Model Law.

Chapter II deals with the issuance and contents of warehouse receipts, imposing an obligation on the warehouse operator to issue a warehouse receipt upon request of the depositor, and enumerating the information to be included in the warehouse receipt as well as additional, optional information. It also deals with the replacement of warehouse receipts and the change of medium from electronic to paper or vice versa.

Chapter III outlines the requirements for the transfer of negotiable warehouse receipts. It then explains the rights and benefits of transferees, including those with “protected holder” status, as well as the third-party effectiveness of security rights in negotiable warehouse receipts. Finally, it contains provisions regarding representations and guarantees in the context of transfers.

Chapter IV sets out rights and obligations of the warehouse operator, which include the duty of care, the duty to keep goods separate and the obligation to deliver goods.

Chapter V is an optional chapter to be adopted by enacting States that seek to reform or implement a dual warehouse receipt system. In a dual receipt system, the warehouse operator issues a warehouse receipt and a pledge bond. The pledge bond grants its holder a security right in the goods covered by the warehouse receipt, and the rights of the warehouse receipt holder are subject to the rights of the pledge bond holder.

Chapter VI offers general provisions on the entry into force of the Law and the repeal and amendment of other laws.

Additional information

The Model Law is accompanied by a Guide to Enactment to assist States in enacting its provisions and offer guidance to other users of the Law. The Guide contains an article-by-article commentary of the MLWR as well as guidance for designing implementing regulations and other complementary legislation that may be necessary to implement the Law at the country level.

The UNCITRAL – UNIDROIT Model Law on Warehouse Receipts and the Guide to Enactment to the Model Law are available in six official languages: Arabic, Chinese, English, French, Russian and Spanish. They will be available for download on this website soon.