Sample Page

The International Institute for the Unification of Private Law (UNIDROIT) is an independent intergovernmental organisation dedicated to the harmonisation, coordination, and modernisation of private and commercial law across national jurisdictions. It was founded in 1926 in Rome, Italy, under the aegis of the League of Nations.^[1]

As a global organisation, UNIDROIT has 65 Member States^[2] drawn from the five continents and representing a variety of legal, economic and political systems as well as cultural backgrounds. Together, its membership represents over 91% of the global nominal GDP and over 72% of the world population.

UNIDROIT develops normative instruments, drawing on a global network of experts including scholars, judges, practitioners, and government representatives. Its work encompasses international conventions, model laws, principles, legal guides, and other instruments that are widely used by States, courts, arbitrators, legal practitioners, and international organisations. Its instruments span areas such as access to credit, contracts, agriculture and private law, cultural property, capital markets and financial law, law and technology, civil procedure, and sustainable development.^[3] UNIDROIT’s work facilitates trade, contributes to international sustainable development and growth, advances international cooperation and exchange, and supports education.

UNIDROIT’s governance comprises a General Assembly, Finance Committee, President, Governing Council, permanent Committee, Administrative Tribunal, and the Secretariat.^[4] The organisation is headquartered in Rome, at the historic Villa Aldobrandini, which houses the Institute’s offices and meeting facilities, provided by the Italian Government as part of the Headquarters Agreements of the organisation.^[5]

UNIDROIT was established in 1926 with the aim of promoting the harmonisation and modernisation of private law across national jurisdictions^[6]. Its creation formed part of the broader post-First World War efforts to strengthen international cooperation and develop common legal frameworks in response to the expansion of cross-border trade.

The Institute was founded as one of the few specialised agencies (bureaux) of the League of Nations, alongside the International Labour Organisation (1919) and the Permanent Court of International Justice (1922), which operated within the League’s institutional framework.^[7] The initiative for UNIDROIT’s creation was taken by Vittorio Scialoja, Senator of the -then- Kingdom of Italy and Professor of Roman Law at the University of Rome. The Council of the League of Nations appointed UNIDROIT’s Governing Council, while the Italian Government provided the historic Villa Aldobrandini in Rome as its seat. The Institute officially began work on 30 May 1928, with an inauguration attended by King Victor Emmanuel III and Prime Minister Benito Mussolini.^[8]

Among the early members of the Governing Council was Ernst Rabel (1928-1933), widely regarded as a founding figure of modern comparative law, who contributed significantly to early unification initiatives^[9]. Other prominent members during the early period included Alfredo Rocco (1928-1935), Henri Capitant (1929-1937), Ambroise-Victor Colin, Östen Undén, and Jules Basdevant (1939-1964). In later decades, Council members included distinguished jurists such as Nagendra Singh (1963-1988), René David (1962-1978), Philip Jessup (1964-1967), E. Allan Farnsworth (1978-1998), Sir Roy Goode (1989-2003) or Arthur Hartkamp (1984-2023).

Following Italy’s withdrawal from the League of Nations in 1937, UNIDROIT was reconstituted in 1940 as an autonomous intergovernmental organisation under a new statute^[10]. Regardless of the upheavals during the Second World War, UNIDROIT never interrupted its work, and has been working continuously since its foundation. After the establishment of the United Nations in 1945, it remained independent while maintaining cooperative relations with the United Nations and other international organisations.^[11]

In accordance with the global nature of UNIDROIT and its work, membership is open to all countries. It requires accession to the UNIDROIT Statute in accordance with article 20 of the Statute. Accordingly, any Government wishing to accede to the Statute must notify the Italian Government in writing of its accession.^[12]

As at 3 April 2026, UNIDROIT had 65 Member States:

Member country	Year of joining
Argentina	1972
Australia	1973
Austria	1948
Belgium	1940
Bolivia	1940
Brazil	1940
Bulgaria	1940
Canada	1968
Chile	1951
China	1986
Colombia	1940
Croatia	1996
Cuba	1940
Cyprus	1999
Czech Republic	1993
Denmark	1940
Egypt	1951
Estonia	2001
Finland	1940
France	1948
Germany	1940
Greece	1940
Holy See	1945
Hungary	1940
India	1950
Indonesia	2009
Iran	1951
Iraq	1973
Ireland	1940
Israel	1954
Italy	1940
Japan	1954
Latvia	2006
Lithuania	2007
Luxembourg	1951
Malta	1970
Mexico	1940
Mongolia	2023
Netherlands	1940
Nicaragua	1940
Nigeria	1964
Norway	1951
Pakistan	1964
Paraguay	1940
Poland	1979
Portugal	1949
Romania	1940
Russia (joined as Soviet Union)	1990
San Marino	1945
Saudi Arabia	2009
Serbia (joined as Federal Republic of Yugoslavia)	2001
Singapore	2023
Slovakia	1993
Slovenia	1995
South Africa	1971
South Korea	1981
Spain	1940
Sweden	1940
Switzerland	1940
Tunisia	1980
Turkey	1950
United Kingdom	1948
United States	1964
Uruguay	1940
Venezuela	1940

In 2023, Singapore and Mongolia became the newest Member States.

UNIDROIT’s governance structure comprises a General Assembly, a Finance Committee, a President, a Governing Council, a Permanent Committee, an Administrative Tribunal, and a Secretariat. To carry out its substantive activities, UNIDROIT relies on a network of correspondents^[13] as well as on extensive collaboration with external experts (including academics, government experts, practitioners, and private sector representatives) as well as intergovernmental and non-governmental organisations. Notably, its legal instruments are developed within dedicated Working or Study Groups set up for each specific project. These groups are typically composed of globally recognised experts from both the private and public sectors, academics, and representatives from partner organisations and governments, ensuring representation of all major legal traditions and geopolitical regions.

The General Assembly is UNIDROIT’s principal decision-making body^[14] and comprises its Member States. It convenes at least once a year in ordinary session to approve the annual accounts and expenditures, as well as the budget of the Institute. Every three years, it approves UNIDROIT’s Work Programme based on a proposal from the Governing Council.^{[12]: Article 5}

Every five years the Assembly further elects the members of the Governing Council. It appoints the members of the Finance Committee and the auditor responsible for financial oversight, as well as the members of the Administrative Tribunal. In addition, it determines the categories of financial contributions of Member States. The General Assembly Sessions are convened by the President of UNIDROIT and presided over by a Chair, who rotates each year among the Member States. Decisions are generally taken by consensus. The rules of procedure are set out in the UNIDROIT Regulations.^[15]

Pursuant to Article 9 of the UNIDROIT Regulations, the Finance Committee, composed of representatives of Member States appointed for three-year terms, oversees the financial management of UNIDROIT. It reviews the proposed draft budget, provides preliminary recommendations, and monitors the execution of approved budgets. The Committee generally meets twice yearly to consider budgetary matters, including adjustments, arrears in contributions, and financial reports.^{[15]: Article 9}

UNIDROIT’s annual accounts are audited by an independent auditor appointed for a five-year term by the General Assembly. The audited accounts are presented to the General Assembly for approval, ensuring transparency and accountability in the Institute’s financial management.

UNIDROIT is primarily financed through annual contributions of its Member States. The categories of the contributions are determined by the General Assembly based on recommendations from the Finance Committee. Its budget covers the operational costs of the Secretariat, the organisation of meetings and conferences, research projects, and the development and dissemination of international conventions, model laws, and other legal instruments. In addition to statutory contributions, UNIDROIT may receive extrabudgetary funding from grants, donations, or specific project support provided by Member States or international organisations.^{[15]: Article 23 et seqq.}

Pursuant to the UNIDROIT Statute, the President is appointed by the Italian Government for a term of five years.^{[12]: Article 6} The President is competent to represent the Institute^{[12]: Article 15} and perform all such action as is called for by the Institute’s corporate existence. The President convenes sessions of the Permanent Committee,^{[12]: Article 7} the Governing Council^{[12]: Article 6} and the General Assembly^{[12]: Article 5, paragraph 2} in accordance with the provisions set forth in the Statute.

The Governing Council comprises the President of UNIDROIT and twenty-five members,^{[12]: Article 6} primarily eminent judges, academics, practitioners, and civil servants. A twenty-six member may be appointed from among the judges of the International Court of Justice Members are proposed for election by the Member States of UNIDROIT and are appointed by the General Assembly for renewable five-year terms.

The Governing Council is responsible for implementing UNIDROIT’s statutory objectives, preparing the triennial Work Programme, supervising the Secretariat, and adopting the Institute’s soft law instruments. Working or Study Groups for UNIDROIT projects are chaired by Council members. The Council also drafts the annual budget, approves the Annual Report, and appoints the Secretary-General and Deputy Secretary-General every five years.^{[12]: Article 8}

The Council meets at least once a year, and decisions require a majority of members present. Observers, including representatives of Member States, intergovernmental and international organisations as well as representatives of other bodies may be invited to attend Council meetings.^[16]

The Permanent Committee is composed of the President and five members appointed by the Governing Council from among its own members. The Secretary-General is the secretary of the Permanent Committee. Each member shall serve a five-year term and is eligible for re-election. The Permanent Committee will be convened whenever deemed necessary and, in any event, at least once per year.^{[12]: Article 7} The Committee shall ensure the continuity of the Institute’s operation in accordance with the instructions of the Governing Council.^{[12]: Article 17}

The Administrative Tribunal is composed of three full members and one substitute selected from outside the Institute, preferably from different nationalities, elected for five-year terms by the General Assembly.^{[12]: Article 7bis, paragraph 2} Pursuant to Article 7bis of the UNIDROIT Statute, the Tribunal has jurisidiction over disputes between the Institute and its officers, employees, or their beneficiaries, particularly concerning the interpretation or application of the Staff Regulations. If contractual disputes arise between the Institute and third parties, they will be submitted to the Tribunal, provided that its jurisdiction is expressly recognised in the relevant contract.

The Secretariat is responsible for the day-to-day administration and operational management of UNIDROIT. It implements the directives of the Governing Council and oversees the execution of the Institute’s Work Programme, coordinating both internal functions and external activities.

The Secretariat is headed by a Secretary-General, assisted by a Deputy Secretary-General and a staff of international civil servants and ancillary staff. Its responsibilities include coordinating the substantive work of the organisation, managing its administrative affairs and budget, supervising publications, and maintaining communication with Member States, international organisations, and external experts.^{[15]: Articles 18 et seqq.}

UNIDROIT’s mandate is the harmonisation and modernisation of private law. The work and ongoing projects are determined by the Institute’s triennial Work Programme. Through its instruments, UNIDROIT seeks to reduce legal obstacles to cross-border transactions and to offer practical models for legal reform in private and commercial law. While UNIDROIT has, over its 100-year history, contributed to many other fields–such as transportation and arbitration, as reflected in the main normative instruments developed under its auspices–its current principal work areas are:

• Access to Credit: UNIDROIT is a leading intergovernmental organisation in the field of access to credit and has developed conventions, model laws, and other instruments to facilitate financing in various key economic sectors. The Institute maintains a dedicated work area on access to credit. Notably, UNIDROIT is recognised for its work on asset-based finance, notably the 2001 Cape Town Convention on International Interests in Mobile Equipment^[17]. The Convention is widely regarded as one of the most successful international legal frameworks in commercial law for promoting asset-based finance and cross-border credit for high value equipment covered by its Protocols (2001 Aircraft Protocol; 2007 Rail Protocol; 2012 Protocol on Matters Specific to Space Assets; 2019 Mining, Agricultural and Construction (MAC) Protocol) (see below, under Main normative instruments). Recently adopted instruments in this work area include the 2023 UNIDROIT Model Law on Factoring and the 2024 Model Law on Warehouse Receipts, which provide legislative models to promote access to credit for small-to-medium enterprises (see below, under Main normative instruments). Other instruments previously developed by UNIDROIT in this area include the 2008 Model Law on Leasing and the 1988 Conventions on International Factoring and International Financial Leasing. Finally, the Work Programme 2026-2028 features two high priority projects in this area, namely, work on regulatory aspects of investment-based crowdfunding, and the development of an Agricultural Financing Legal Guide. Other existing projects in the same field with lower priority include the development of a Guide to Enactment for the UNIDROIT Model Law on Leasing and of two additional Protocols to the Cape Town Convention (on ships and maritime transport equipment, and on renewable energy equipment).

• Contracts: UNIDROIT also maintains a long-established work area in contract law, aiming to offer harmonised rules to respond to the evolving needs of modern transactions. UNIDROIT’s work in this area dates to the very first decades of its activities, when the foundations for the legislative unification of sales law were laid through what became the 1964 Hague Uniform Laws.^[18] Notably, this work area now includes the UNIDROIT Principles of International Commercial Contracts (UPICC), a widely recognised soft law codification of general contract law, which has influenced contractual practice, dispute resolution, and legal reform^[19]. The UPICC have also been used to develop sector-specific contractual guidance, for example the Principles of Reinsurance Contracts (PRICL), adopted in 2025. Work is ongoing to create principles for other types of contracts based on the UPICC, notably international investment contracts.^[20] Other UNIDROIT instruments in the field of contract law include the 2002 Model Franchise Disclosure Law and the 2007 Guide to International Master Franchise Arrangements.

• Private Law and Agriculture: Another well-established area of work focuses on agricultural production, trade and investment.^[21] This work area develops legal instruments addressing aspects of private law relevant to agricultural development and has established partnerships with intergovernmental organisations to implement joint projects and leverage synergies, notably with the Food and Agriculture Organisation of the United Nations (FAO) and the International Fund for Agricultural Development (IFAD). The first instruments adopted in this line of work include the 2015 UNIDROIT/FAO/IFAD Legal Guide on Contract Farming^[22] and the 2021 UNIDROIT/IFAD Legal Guide on Agricultural Land Investment Contracts.^[23] The 2019 MAC Protocol to the Cape Town Convention on International Interests in Mobile Equipment facilitates the acquisition of high-value agricultural machinery.^[24] The UNCITRAL-UNIDROIT Model Law on Warehouse Receipts, adopted in 2024, complements these instruments, providing a framework to facilitate access to credit, especially for smallholders and small and medium-sized enterprises in the agricultural sector.^[25] Further work under the tripartite partnership with FAO and IFAD focuses on Collaborative legal structures for agricultural enterprises.^[26] The CLSAE legal guide (expected to be finalised in 2026) primarily focuses on multiparty contracts, cooperatives, companies and partnerships. The Guide also analyses digital platforms as tools for collaboration to empower smallholders and agri-micro, small, and medium-sized enterprises to participate more equitably and effectively in agri-food value chains. Other ongoing projects include the development of an Agricultural Financing Legal Guide.^[27]

• Cultural Property: UNIDROIT addresses the restitution of illegally traded cultural objects, ownerships rights over undiscovered artefacts, and private law issues concerning private art collections in its work area on cultural property.^[28] Its instruments, both binding and non-binding, are recognised to establish best parctice standards for the international art market. Notable instruments include the 1995 UNIDROIT Convention on Stolen or Illegaly Exported Cultural Objects, and the 2011 UNESCO – UNIDROIT Model Legislative Provisions on State Ownership of Undiscovered Cultural Objects. The Institute works closely with UNESCO and other organisations in this field.

• Capital Markets and Financial Law: UNIDROIT has a work area focussed on the private law aspects of the functioning of financial markets, with the objective of identifying best practices and enhancing legal certainty.^[29] Key instruments include the 2009 Geneva Securities Convention and the 2017 Legislative Guide on Intermediated Securities, which together constitute a global benchmark for the private law treatment of securities held through intermediaries. In addition, the 2013 Principles on the Operation of Close-Out Netting Provisions have had a significant impact in promoting the effectiveness and enforceability of contractual close-out netting arrangements, including in insolvency proceedings. UNIDROIT’s work in this area was expanded to include the insolvency of financial institutions, which resulted, in 2025, in the UNIDROIT Legislative Guide on Bank Liquidation. A project on the insolvency of insurance enterprises is scheduled to begin in 2026.^[27]

• Law and Technology: UNIDROIT has developed a work area specifically on law and technology.^[30] While the impact of technology on the law is considered in all recent UNIDROIT instruments, the Principles on Digital Assets and Private Law (DAPL), adopted in 2023, are specifically devoted to this topic.^[31] They are technology-neutral and provide legislative guidance on the nature, transfer, and use of digital asset, supporting harmonised legal approaches across jurisdictions.

• Civil Procedure and Dispute Resolution: The Institute’s work on dispute resolution dates back to its early years, when in-depth studies on the international law of abritration were conducted. UNIDROIT continues to maintain a work area on instruments for the harmonisation of civil procedural rules, intended to apply in transnational disputes and guide domestic law reforms.^[32] The ALI/UNIDROIT Principles of Transnational Civil Procedure, adopted in 2004 by the American Law Institute (ELI) and UNIDROIT.^[33] Ongoing projects include Best Practices for Effective Enforcement of creditor’s rights.^[27]

• Sustainable Development: UNIDROIT’s area of work on sustainable development includes projects specifically addressing verified carbon credits as well as corporate sustainability due diligence in global value chains, reflecting the Institute’s commitment to environmentally and socially responsible commercial practices.^[34]

The Institute’s ongoing legislative projects are carried out under its triennial Work Programme, which is approved by the General Assembly on the basis of a proposal by the Governing Council as per Article 5(3) of the Statute, and reflects priorities identified by Member States and observers from intergovernmental and professional organisations. The Work Programme seeks to address emerging needs in international trade and private law by developing harmonised rules, model laws, principles, and guidance documents.

High-priority projects include further work on the UNIDROIT Principles of International Commercial Contracts and Investment Contracts;^[35] the development of an international guidance document on Collaborative Legal Structures for Agricultural Enterprises;^[26] the formulation of Best Practices for Effective Enforcement; a project on Private Art Collections – Orphan Objects;^[36] and analysis of the Legal Nature of Verified Carbon Credits.^[37]

Additional high-priority projects included in the Work Programme, but not yet initiated, are the development of a Model Law or a Legal Guide on Legal and Regulatory Aspects of Investment-Based Crowdfunding (debt and equity); the preparation of International Principles on Construction and Engineering Contracts; the development of an Agricultural Financing Legal Guide; the preparation of a Guide on the Insolvency of Insurance Enterprises and Harmonisation of National Regimes; and the development of a guidance document on Corporate Sustainability Due Diligence in Global Value Chains.^[27]

UNIDROIT has prepared a range of international legal instruments, including international treaties and soft law instruments.^[38]

Several of the international treaties prepared by UNIDROIT promoted legal harmonisation, facilitated cross-border trade, and provided widely adopted frameworks to modernise commercial and private laws.

The 2001 Convention on International Interests in Mobile equipment^[39] (Cape Town Convention) represents a landmark international treaty that responds to the increasing demands for capital investments in high-value mobile equipment within key industries.^[40] The Convention establishes “international interests” that may arise from security agreements, title retention agreements, or leasing agreements;^[41] as well as an “International Registry”^[42] designed to facilitate effective implementation.

The Convention, adopted at a Diplomatic Conference held in Cape Town in 2001,^[43] entered into force in 2006,^[44] and has 90 Contracting States worldwide, as well as the ratification of the European Union as Regional Economic Integration Organisation.^[45] By introducing a uniform legal regime that ensures the creation, recognition, and enforcement of international interests on high value, uniquely identifiable, mobile equipment, the Convention promotes certainty and predictability for creditors, thereby reducing the costs and risks associated with financing and leasing of such equipment, ultimately facilitating economic development and growth.^[46]

The Convention adopts a two-tier umbrella structure, under which the Convention establishes common rules, while its Protocols introduce sector-specific legal regimes.^[47] The Convention to date is accompanied by four protocols addressing uniquely identifiable high-value mobile equipment in various crucial sectors: the aircraft sector (Aircraft Protocol,^[48] adopted in 2001 and in force since 2006); the railway sector (Rail Protocol,^[49] adopted in 2007 and entered into force in 2024); the space sector (Space Protocol,^[50] adopted in 2012); and the mining, agricultural and construction sectors (MAC Protocol,^[51] adopted in 2019).

The Protocol to the Convention on International Interests in Mobile Equipment on matters specific to Aircraft Equipment^[48] was adopted jointly by UNIDROIT and the International Civil Aviation Organization (ICAO)^[52] in 2001,^[53] simultaneously with the adoption of the Cape Town Convention. The Aircraft Protocol entered into force in 2006, and currently has 87 Contracting States in all continents, and has been ratified by the European Union as Regional Economic Integration Organisation.^[54] By extending the application of the Cape Town Convention to the aircraft sector, the Aircraft Protocol aims at enhancing financing for the acquisition and use of aircraft equipment, thereby expanding access to credit and investment in this key sector.^[55]

The Protocol introduces a uniform legal regime that ensures the creation, recognition, and (cross-border) enforcement of international interests (deriving from security agreements, conditional sales, or lease agreements) on airframes, aircraft engines, and helicopters. To support its implementation, the Protocol provided for the setting up of the International Registry,^[56] which is operated by Aviareto in Dublin (Ireland), with ICAO serving as the Supervisory Authority.^[53] The International Registry contains more than 1.5 million records to date, representing collateral valued in excess of USD 1 trillion, illustrating its remarkable practical impact. Significant economic benefits have been generated: Export Credit Agencies under the OECD Aircraft Sector Understanding may grant a “Cape Town Discount”,^[57] enabling an up to 10% discount when the debtor is in a Cape Town Convention Contracting State and has chosen qualifying declarations. Furthermore, the Protocol has contributed to improved credit assessments of aircraft financing and leasing transactions in capital markets. Alongside coordination with ICAO, the Aviation Working Group (AWG)^[58] provides substantial private sector support for the implementation and promotion of the Protocol.^[59]

The Luxembourg Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Railway Rolling Stock^[49] was jointly adopted in 2007^[60] by UNIDROIT and the Intergovernmental Organisation for the Carriage by Rail (OTIF),^[61] at a Diplomatic Conference held in Luxembourg, and entered into force in 2024.^[62] The Protocol extends the application of the Cape Town Convention to the rail sector, and establishes a uniform legal framework for the creation, recognition, registration, and enforcement of international security interests and leasing on railway rolling stock. It aims to mitigate financing risks, as well as reduce overall financing costs, thereby facilitating greater access to credit in the rail sector.^[63] The Luxembourg Rail Protocol is also recognised as a legal framework that promotes sustainable growth and environmental protection strategies across jurisdictions.^[64]

To date, the Protocol has been ratified by six States and signed by other six States; the European Union has both signed and ratified the Protocol.^[65] Cooperation between UNIDROIT and OTIF supports the effective implementation of the Rail Protocol, alongside the involvement of the Rail Working Group.^[66] The Protocol has further gained recognition by regional organisations, particularly in Africa^[67] and in Europe.^[68]

The Rail Protocol establishes the International Registry of Interests in Rolling Stock,^[69] and a system of unique identification numbers, known as the Unique Rail Vehicle Identification System (URVIS).^[70] In 2023, with the intent to facilitate the use of the URVIS system, the Inland Transport Committee (ITC) of the United Nations Economic Commission for Europe (UNECE) adopted Model Rules for the Permanent Identification of Railway Rolling Stock.^[71]

The Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Space Assets^[72] (the Space Protocol) was adopted in 2012^[73] under the auspices of the UNIDROIT, at a diplomatic Conference held in Berlin, Germany.^[74] It extends the legal regime of the Cape Town Convention to the space sector, and aims to facilitate access to asset-based financing in the space industry by introducing a uniform regime to govern the creation, registration, and enforcement of international interests in space assets (including satellites and payloads^[75]), thereby making financing more widely available to a greater number of players in the commercial space sector. This is designed to bring additional financial resources to the NewSpace community, namely those small start-up companies that have emerged as a result of the development of the commercial space sector.^[76]

The Space Protocol establishes specific provisions to adapt the general Convention regime to the specificities of space assets. Among others, it provides remedies ^[77] adapted to the physical impossibility of repossession—such as the assignment of the debtor’s rights^[78] and provisions on Tracking, Telemetry and Control (TT&C)^[79] —and includes a public service exception limiting the exercise of remedies where a space asset is used for the provision of public services.^[80]

The Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Mining, Agricultural and Construction Equipment (the MAC Protocol) was adopted in 2019 under the auspices of the UNIDROIT, at a diplomatic Conference held in Pretoria. The Protocol is designed to establish an international legal framework for the financing of mining, agriculture and construction equipment. It establishes a system for parties to create international interests or prospective international interests (during loan negotiations) in MAC equipment that enjoy cross-border effectiveness. The Protocol establishes an online international Registry for the registration of these international interests. A registered international interest attains priority over existing security interests under domestic law, subsequently registered international interests and unregistered interests.^[81]

The MAC Protocol has been ratified by one State, and signed by four other States and the European Union.^[82] It will enter into force once it has been ratified by five States.

An independent economic assessment has predicted that the global implementation of the MAC Protocol will have substantial global economic benefits. In 2018 Warwick Economics and Associates published a report predicting that the MAC Protocol could increase annual global Gross Domestic Product by $30 billion dollars and increase the stock of MAC equipment around the world by $90 billion dollars over a 10-year period.^[83] As the scope of the economic assessment was limited to 63 countries, the actual global economic impact of the MAC Protocol will be much higher, if universally adopted.

The UNIDROIT Convention on Substantive Rules for Intermediated Securities (Geneva Securities Convention) aims to enhance the stability of national financial markets and their cross-border compatibility, thereby promoting capital formation. It addresses the shift from physical securities to systems of holding through intermediaries, in which securities are immobilised with central securities depositories and transferred by book entries rather than by physical delivery. The Convention seeks to enhance legal certainty by establishing harmonised substantive rules governing intermediated securities. The UNIDROIT Legislative Guide on Intermediated Securities, adopted in 2017, is designed to support and complement the Geneva Securities Convention by providing practical guidance to legislators on the Convention’s purpose, scope, and technical content, and how to implement effective reforms of intermediated securities laws.

The UNIDROIT Convention on Stolen or Illegally Exported Cultural Objects is an international legal instrument aimed at combating the illicit trafficking of cultural property. Adopted under the auspices of UNIDROIT in Rome on 24 June 1995, the Convention provides uniform mechanisms and procedures for the restitution and return of stolen or illegally exported cultural objects, and promotes cooperation between States. It seeks to prevent and combat illicit trafficking by establishing binding rules for restitution to the rightful owners or countries of origin, and addressing both public and private interests in cultural property^[84].

Developed in response to growing concerns over the international trade in stolen and illegally exported cultural objects, and the exploitation by traffickers of differences in national laws, the Convention complements the 1970 UNESCO Convention on the Means of Prohibiting and Preventing the Illicit Import, Export and Transfer of Ownership of Cultural Property, which primarily focused on preventing illicit import and export. To strengthen the implementation of the 1970 and 1995 Conventions, the UNESCO-UNIDROIT Model Provisions on State Ownership of Undiscovered Cultural Objects were adopted to provide guidance for States on legal frameworks for undiscovered cultural objects.

The Convention on International Financial Leasing was adopted at a diplomatic Conference in Ottawa, Canada in 1988. It entered into force on 1 may 1995.^[85] The Convention aims to remove impediments to the cross-border leasing of equipment which are created by differences in the legal systems of States, as well as to provide rules which accommodate the specific characteristics and business needs of financial leasing.

The 1983 Convention on Agency in the International Sale of Goods sets out rules governing the acts of agents authorised to conclude cross-border sales contracts on behalf of a principal. Aimed to serve as a supplement to the 1964 Hague Conventions and the United Nations Convention on Contracts for the International Sale of Goods, it addresses aspects of international agency not covered by those treaties, though it does not regulate the internal relationship between principal and agent. While the Convention has not entered into force, it has influenced later instruments, including the UNIDROIT Principles of International Commercial Contracts.

The 1973 Convention providing a Uniform Law on the Form of an International Will establishes a standardised form of will recognised across multiple jurisdictions. Initiated by UNIDROIT in 1961, the project followed the Hague Convention of 5 October 1961 on the Conflicts of Laws Relating to the Form of the Clauses of a Will and preceded the 1972 Council of Europe Convention on the Establishment of a Scheme of Registration of Wills 1972.^[86] A Working Committee drafted the uniform provisions for a so-called “international will”, which were adopted at a Diplomatic Conference in Washington from 16 to 26 October 1973.

The International Convention on the Travel Contract (CCV) establishes uniform rules governing the legal relationship between travel agents and their clients. Initiated by UNIDROIT in the 1960s following recommendations from the United Nations Conference on Tourism and the International Federation of Travel Agencies, the Convention was drafted by a Working Committee based on comparative law studies and approved by the UNIDROIT Governing Council in 1968. It was adopted at a Diplomatic Conference in Brussels from 13 to 23 April 1970.

The 1964 Hague Conventions on the International Sale of Goods are two complementary treaties: the Convention relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods (ULFC) and the Convention relating to a Uniform Law on the International Sale of Goods (ULIS). ULFC governs the formation of cross-border sales contracts, applying when parties have businesses in different States and the transaction involves goods in transit, cross-border offers, or delivery in a third State.^[87] ULIS governs the substantive rights and obligations of buyers and sellers once a contract exists, but does not address formation, party capacity, vitiating factors, property transfer, or the validity of contractual provisions. Both Conventions exclude sales of securities, money, ships, aircraft, electricity, or contracts mandated by law or enforced under legal procedures.^[88]

In its early period of activity UNIDROIT often conducted research at the request of other organisations, work which was continued and brought to completion by those other organisations. International instruments in force that were adopted by other organisations and based on UNIDROIT drafts or work include the following:

• the 1991 United Nations Convention on the Liability of Operators of International Terminals in International Trade
• the 1989 Convention on Civil Liability for Damage Caused During the Carriage of Dangerous Goods by Road, Rail and Inland Navigation Vessels (CRTD)
• the 1980 United Nations Convention on Contracts for the International Sale of Goods
• the two Protocols to the 1965 Convention on the Registration of Inland Navigation Vessels: Protocol No.1 concerning the Rights in rem in Inland Navigation Vessels and Protocol No.2 concerning Attachment and Forced Sale of Inland Navigation Vessels
• the 1962 Convention on the Liability of Hotel-keepers concerning the Property of their Guests
• the 1959 European Convention on Compulsory Insurance against Civil Liability in respect of Motor Vehicles
• the 1958 Convention concerning the Recognition and Enforcement of Decisions relating to Maintenance Obligations towards Children
• the 1956 Convention on the Contract for the International Carriage of Goods by Road (CMR)
• the 1955 European Convention on Establishment
• the 1954 Convention for the Protection of Cultural Property in the Event of Armed Conflict (the 1954 Hague Convention)

In the 1980’s UNIDROIT began developing model laws, principles, legislative guides, and practical guides, each aimed at different audiences such as legislatures, arbitrators, and legal practitioners. UNIDROIT first started to work on principles when, in 1985, the Governing Council decided to modify the project for the Progressive Codification of International Trade Law into a project for the preparation of a set of Principles,^[89] which were to become the UNIDROIT Principles of International Commercial Contracts adopted in 1994. These were followed soon after by instruments on franchising and other areas. A selection of such soft law instruments is outlined in this section.

The Principles of Reinsurance Contracts (PRICIL), adopted in 2025, aim to provide a “restatement” of existing global reinsurance law, which is largely embedded in international custom and usage, but is seldom the object of legislation. They refer to the UNIDROIT Principles of International Commercial Contracts as the general part of contract law. The project received financial support from the Swiss National Science Foundation, the German Research Foundation and the Austrian Research Promotion Fund.

The UNIDROIT Legislative Guide on Bank Liquidation, adopted in 2025, is the result of a project undertaken by UNIDROIT in partnership with the Financial Stability Institute (FSI) of the Bank for International Settlements on the proposals of the Bank of Italy and the European Banking Institute. It aims to support legislators and policymakers in developing effective legal frameworks for liquidating banks that do not have a systemic impact in failure. It helps reduce the economic and social costs of bank failure by promoting tools and mechanisms that preserve value and protect depositors. Recognising the diversity of banking sectors and legal frameworks, the Guide is designed to be adaptable across jurisdictions, offering guidance that can be tailored to local specificities.

The Legislative Guide is structured into ten Chapters, each addressing a specific thematic area. Every Chapter contains an explanation of key issues and sets out recommendations for legislators and policymakers. In total, the Guide contains 105 Recommendations, which serve as a practical checklist for designing an effective bank liquidation framework. While it does not prescribe the level at which these rules should be implemented, many would typically be included in primary legislation.

The UNCITRAL—UNIDROIT Model Law on Warehouse Receipts (MLWR) was adopted in 2024 to provide States with a state-of-the-art legal framework for the issuance and transfer of electronic and paper-based warehouse receipts. Accompanied by a Guide to Enactment, it facilitates warehouse receipt transactions via central registries, distributed ledger, platforms, and other technologies.

To prepare the Model Law, a UNIDROIT Working Group was set up of 12 international experts, together with observers from academia, the private sector, and intergovernmental organisations with interdisciplinary expertise in the field of warehouse receipt systems, including the International Finance Corporation (IFC) of the World Bank Group, the Food and Agriculture Organisation of the United Nations (FAO) and the Organisation of American States (OAS).^[90] The draft was subsequently assigned for State negotiations to UNCITRAL Working Group I, and was adopted by both UNIDROIT and UNCITRAL in 2024.^[91]

The MLWR addresses private-law aspects of warehouse receipt systems, including issuance, transfer, operator obligations, and pledge bonds. The accompanying Guide provides article-by-article commentary and guidance for legislative implementation. Both the Model Law and Guide are published in the six official languages of the United Nations: Arabic, Chinese, English, French, Russian, and Spanish.^[92]

The UNIDROIT Model Law on Factoring (MLF), adopted in 2023, provides a complete, self-standing legal regime that facilitates factoring transactions. The instrument consists a set of black-letter law rules that is primarily aimed at States that have not yet fully implemented a modern, comprehensive secured transactions legal framework. For States that have undertaken prior secured transaction reforms, the MLF provides rules that could further strengthen their legal framework and encourage factoring, the assignment of receivables, and trade finance.^[93]

To assist States with the implementation, a Guide to Enactment for the Model Law on Factoring was approved by the UNIDROIT Governing Council in 2025. In addition to its two official language versions (English and French), the instrument is being translated into several other languages, including Arabic, Chinese, Japanese and Spanish.

UNIDROIT cooperates with a number of partner institutions in the global promotion and implementation of the Model Law on Factoring, including the FCI, the International Law Institute, the European Bank for Reconstruction and Development, and the World Bank Group. Since its adoption, the Model Law has been utilised by a number of States to undertake factoring and receivables finance reforms.

The UNIDROIT Principles on Digital Assets and Private Law (DAPL Principles), adopted in 2023, set out clear rules on the private law aspects of digital assets, with a particular focus on proprietary rights. Drafted as black-letter rules accompanied by explanatory commentary, the DAPL Principles adopt a technology-, jurisdiction-, and organisation-neutral approach, making them applicable across different legal systems and types of digital assets.

The DAPL Principles aim to facilitate and reduce legal uncertainty in transactions involving digital assets, and promote consistent best practices internationally. They provide guidance for market participants, practitioners, advisors, and courts, while also offering a framework for States to align their national private laws with international standards. The Principles introduce the factual concept of control as an equivalent to possession and address key issues arising from the transfer and use of digital assets including the protection of innocent acquirers, secured transactions, custody, applicable law, and insolvency, thereby enhancing legal predictability and commercial clarity in the digital economy.^[94]

The UNIDROIT/IFAD Legal Guide on Agricultural Land Investment Contracts is an international legal guidance instrument jointly developed by UNIDROIT and the International Fund for Agricultural Development (IFAD).^[95] Launched in 2021, the Guide provides practical and non binding guidance aimed at improving the drafting, negotiation and implementation of agricultural land investment contracts by operationalising established international principles and standards for responsible investment and tenure governance. It offers direction on matters including legal frameworks, parties and stakeholders, rights and obligations, pre contractual issues, remedies, transfer of rights and dispute resolution. It is designed to assist legal practitioners, governments, investors, and other stakeholders in developing contracts, regulatory frameworks, domestic policies and corporate social responsibility programmes that respect legitimate tenure rights and promote equitable and sustainable agricultural investment.^[96]

The UNIDROIT/FAO/IFAD Legal Guide on Contract Farming was published in 2015 by UNIDROIT in collaboration with the Food and Agriculture Organisation of the United Nations (FAO) and the International Fund for Agricultural Development (IFAD). It offers practical guidance on the legal aspects of contract farming relationships, covering the negotiation, conclusion, performance, breach, and termination of agricultural production contracts between producers and buyers. The Guide describes common contractual terms and identifies legal issues that may arise in different legal systems with the aim of promoting more balanced, stable, and equitable contract farming arrangements. It serves as a reference for producers, contractors, policymakers, legal practitioners, and development organisations engaged in contract farming practice and reform.

The UNIDROIT Principles on the Operation of Close-Out Netting Provisions, adopted in 2013, are designed to enhance the legal enforceability of contractual close-out netting arrangements, which are essential to reducing the risk exposure of financial market participants. The Principles provide practical guidance for legislators and policymakers considering the introduction or updating of national laws on close-out netting.

The Model Law on Leasing, adopted in 2008, was developed to assist countries—particularly developing countries and those in economic transition—in adopting or reforming commercial leasing legislation. The project built on the earlier Convention on International Financial Leasing, which had entered into force on 1 May 1995 and had served as a reference for national leasing laws. The Model Law comprises 24 articles and applies exclusively to commercial leases of assets “used in the craft, trade, or business of the lessee”, excluding consumer leases.

The Model Franchise Disclosure Law, adopted in 2002, was the first model law prepared by UNIDROIT. The Model Law is intended as a guide for legislators seeking to adopt franchise-specific legislation and applies to both domestic and international franchising. The Model Law covers various types of franchise agreements, including traditional unit agreements, master franchise agreements, and development agreements. It provides a balanced, internationally harmonised framework designed to promote the development of franchising worldwide.

The Guide to International Master Franchise Arrangements, first published in 1998 with a second edition in 2007, was the first of UNIDROIT’s guides. It provides a comprehensive analysis of master franchise arrangements, covering the entire lifecycle of such arrangements—from negotiation and drafting of the contract to the termination of the relationship. The Guide is designed to serve multiple audiences: lawyers can use it to structure optimal agreements, judges and arbitrators can rely on it to understand complex arrangements in dispute resolution, and legislators can consult it when drafting franchise-related laws. While the Guide primarily addresses the rights and obligations of the franchisor and sub-franchisor, it also considers the position of sub-franchisees where relevant, ensuring a practical and balanced perspective on international franchising.

The UNIDROIT Principles of International Commercial Contracts (UPICC) are one of UNIDROIT’s flagship instruments. First adopted in 1994 and subsequently updated in 2004, 2010, and 2016, the UPICC provide a comprehensive set of non-binding rules designed to govern international commercial contracts.

The Principles are intended to be used by parties as the law governing their contracts, as a means of interpreting or supplementing international uniform law instruments and domestic law, or as a model for national and international legislators^[97]. They are widely used in international arbitration and have influenced contract law reforms and judicial practice in numerous jurisdictions.^[98]

Established by the Secretariat with approval from the Governing Council at its 100th session in 2021, the UNIDROIT Academy spans the many interrelated non-legislative, academic activities that underpin the general mandate of the Institute. It supports the implementation and dissemination of UNIDROIT’s work, facilitates legislative projects, and provides training and educational initiatives to strengthen the understanding of international private law.

The Academy encompasses Academic Centres, Capacity Building Programmes (such as the UNIDROIT International Programme for Law and Development Africa Plus and BEPCAC), Academic projects (including the Cape Town Convention Academic Project and the 1995 UNIDROIT Convention Academic Project), Chair Programmes, the Scholarship, Internship and Research Programme, the UNIDROIT Archive, the UNIDROIT Library, and publications.^[99]

The Queen Mary-UNIDROIT Institute of Transnational Commercial Law is a joint venture between the Centre for Commercial Law Studies at Queen Mary University of London and UNIDROIT. It promotes advanced research on harmonised principles of commercial law, comparative law, and conflict of laws, as well as the development of international instruments such as conventions, model laws, and principles. The Institute also supports postgraduate teaching, research publications, and academic events focused on transnational commercial law and UNIDROIT instruments.

Established in April 2023 by the Roma Tre University School of Law and UNIDROIT, the Roma Tre-UNIDROIT Centre for Transnational Commercial law and International Arbitration promotes research and events in transnational commercial law. it focuses on UNIDROIT’s uniform law instruments, international arbitration, and investment contracts, and supports specialised research projects and publications in these fields.

The Asian Transnational Law Centre (ATLC) was officially established in May 2024 in response to the growing need to reinforce the Institute’s efforts in implementing and promoting its legal instruments across the Asia-Pacific region. The Centre operates with two primary objectives: to promote the work, legal instruments, and ongoing projects of UNIDROIT throughout the Asia-Pacific region; and to strengthen linkages between relevant stakeholders in Asia and UNIDROIT. The ATLC is overseen by two Co-Directors in conjunction with an Advisory Committee of prominent legal experts from the Asia-Pacific region.

The ATLC has formed a new research hub within the UNIDROIT Library to support Asian scholars, and annually funds internships and scholarships for Asia-Pacific candidates. The ATLC has also undertaken a number of other initiatives since its establishment, including the establishment of the UPICC International Arbitration Moot (Asia-Pacific), the ATLC Summer School, and the ATLC Seminar Series.^[100]

The Centre for Nordic Studies and Transnational Private Law (Nordic Law Centre, NLC) was established in May 2023 under the UNIDROIT Academy to strengthen collaboration between the Nordic region and UNIDROIT in private law. The Centre promotes comparative research on the legal systems of Norway, Sweden, Finland, Denmark, and Iceland, supporting UNIDROIT’s mission of harmonising private law internationally. it raises international awareness of the harmonised component of Nordic Law and disseminates UNIDROIT’s work in the region through seminars, workshops, and conferences. It provides a platform for jurists and scholars to conduct research and share findings globally. While recognising the importance of both hard and soft law, UNIDROIT emphasises the value of comparative law, especially in culturally similar regions that have naturally achieved legal uniformity.

The Centre is governed by an Advisory Board, an Academic Board, and an Academic Council, and is supported by UNIDROIT’s Library, which houses a dedicated Nordic studies section, including the Cordero-Moss Collection.^[101]

Launched in 2022 and initially entitled the UNIDROIT International Summer School, the UNIDROIT International Programme for Law and development (IPLD) has since established itself as a flagship initiative under the UNIDROIT Acaddemy. The Programme is designed to promote the dissemination of international legal instruments developed by UNIDROIT, advancing legal harmonisation and providing capacity-building, training, and knowledge-sharing opportunities for professionals working in law and development. The IPLD is implemented with the financial support of the Directorate General for Development Cooperation of the Italian Ministry of Foreign Affairs and International Cooperation (DGCS-MAECI). The Programme has two editions: one dedicated to participants from Africa (Africa Plus) and another for participants from the Balkans, the Eastern Partnership, Central Asia, and the Caucasus (BEPCAC).^[102]

UNIDROIT currently runs two Academic Projects designed to promote the study and assessment of some of its most successful conventions and to foster knowledge-sharing within the wider academic community. The Cape Town Convention Academic Project (CTCAP) is a joint initiative with the University of Cambridge Faculty of Law. The 1995 UNIDROIT Convention Academic Project (UCAP) provides an online platform to raise awareness and improve understanding of the 1995 UNIDROIT Convention on Stolen or Illegally Exported Cultural Objects and related international instruments.

The Scholarship, Internship and Research Programme (SIRP) is one of the Institute’s most important tools for promoting UNIDROIT’s work to the next generation of legal experts. each year, UNIDROIT grants scholarships to a limited number of high-performing post-graduate law students, lawyers, academics, and government officials to undertake research in the UNIDROIT library. In 2020, a specialised annual “Sir Roy Goode Scholarship” was established on the basis of funding provided by Sir Goode.

Since it was first launched in 1993, the Programme has enabled the Institute to host over 800 scholars and interns from more than 76 countries. All participants in the programme are selected through a robust and competitive selection process, which attracts hundreds of applications every year. The Programme has been entirely funded by voluntary extra-budgetary contributions since 2014, relying exclusively on the generosity of Programme sponsors.

UNIDROIT maintains close academic cooperation with a considerable number of leading universities around the world. The cooperation is commonly formalised through Memorandum of Understanding, aiming to promote research in the areas of private law, commercial law, and the unification of law, as well as UNIDROIT’s instruments and its Scholarship, Internship and Research Programme.

UNIDROIT publishes monographs on its work and a periodical, the Uniform Law Review. It also supports a specialised database.

UNIDROIT monographs include the texts of instruments adopted by the Institute and official commentaries, as well as monographs for special occasions. The Institute also publishes acts and proceedings of its Diplomatic Conferences. UNIDROIT instruments are published in English and French, the Institute’s official working languages, and selected translations into other languages are produced to broaden their circulation. Most publications are available through the UNIDROIT website.

The Uniform Law Review (ULR) traces its origins to a series of earlier UNIDROIT publications, including Unification of Law (1948-1956), the Unification of Law Yearbook (1957–1972), Uniform Law Cases (1959–1971), and the bilingual Revue de droit uniforme – Uniform Law Review (1973–1995). In 1996, the Review was restructured as a fully scholarly journal, expanding its focus beyond the publication of legal texts and case law. Since 2013, the Uniform Law Review is published by Oxford University Press. It covers the development, interpretation, and application of uniform international private law instruments, including soft law, and monitors broader trends in legal harmonisation and the work of international and regional organisations.^[103]

Furthermore, UNIDROIT hosts the UNILEX, a database of international case law and bibliography on the UNIDROIT Principles of International Commercial Contracts and on the United Nations Convention on Contracts for the International Sale of Goods (CISG), which are two of the most important international instruments for the regulation of international commercial transactions. UNILEX includes detailed abstracts of the most important cases decided under both instruments by courts and arbitral tribunals worldwide; the full text of each decision in its original language (when available); and a comprehensive bibliography for each instrument.

The UNIDROIT Library is one of the world’s leading specialised law libraries in the field of private law. Its holdings consist of over 320,000 volumes and around 200 current legal periodicals from a wide range of jurisdictions. The collection focuses primarily on private and comparative law, with additional materials in related fields such as intellectual property law, public international law, economic law, and Roman and canon law.

The Library is particularly strong in areas related to UNIDROIT’s legislative work, including the unification of law at international, regional and domestic levels; international commercial transactions and contract law; transport law; tourism law; civil liability; dispute settlement; cultural property law; private international law; international civil procedure; and international capital markets law. In addition to monographs and periodicals, the Library provides access to numerous international and national legal bibliographies and places special emphasis on legislation and case law, especially in private law. Its collections cover European jurisdictions as well as the United States, Canada, Australia, and many Latin American, Asian, and African countries.

The Library holds a complete set of UNIDROIT documents and extensive documentation from other international organisations. It also has served as a United Nations depository library for French publications and ECE masthead documents since April 1947.^[104] The Library catalogue is accessible online, and users have access to a range of legal information sources and databases.

The Library also houses the Gorla Collection, donated in 1987 by professor Gino Gorla, former Professor of Comparative Law at the Sapienza University of Rome. This collection of rare and antique legal works comprises more than 550 titles in approximately 900 volumes and was assembled to support research on European case law from the 17th to the early 19th century. It includes treatises, commentaries, collections of judicial decisions, consilia, responsa, allegationes, and controversiae forenses, with works published primarily in Italy as well as in France, Spain, Germany, Belgium, England, and the United States. The collection also contains several volumes focusing on commercial and maritime law.^[105]

The UNIDROIT Foundation promotes and supports UNIDROIT’s mission by advancing education and scholarship in the fields of international uniform law and comparative law. Its activities, supported by the UNIDROIT Secretariat, include fostering research, facilitating academic collaboration, and providing resources for the development of legal instruments.^[106] Notably, the Foundation contributes to the Cape Town Convention Academic Project, supporting the creation of practical tools such as the Guide on Best Practices for Electronic Collateral Registries.^[107]

• Hague Conference on Private International Law
• United Nations Commission on International Trade Law (UNCITRAL)

• UNIDROIT official website
• UNILEX
• UNIDROIT Principles of International Commercial Contracts, 2016