Purchasing or Selling an Aircraft: Differences Under Part 91 vs Part 135 Charter Operation

Selling an Aircraft Operated Under Part 135

If you’re selling an aircraft that’s been used in Part 135 operations, the process is similar to selling any aircraft, but there are specific factors to consider due to its commercial uses under Part 135 and Part 121 that do not apply to personal aircraft uses under Part 91 operations. If you’re serious about selling or purchasing any aviation company, kindly reach out to The Jet Network, Inc. team so we can provide an “Estimate of Evaluation”—a more accurate market-timing evaluation based on the data we use daily when consulting any M&A aviation business. Contact: Dean A. Kantis | dk@thejetnetwork.com | 754-234-9993.

Understanding The Aircraft’s Value

Aircraft on Part 135 certificates are often maintained to higher standards than those under Part 91 (private personal use), with rigorous maintenance schedules and detailed documentation. This can increase the aircraft’s value, as buyers appreciate transparency and upkeep. However, heavy use in charter operations may mean more flight hours or cycles, which could lower value compared to a lightly used private aircraft. Engage a professional consultant experienced in both Part 135 and Part 91 requirements to ensure you purchase the right aircraft, that it conforms to higher Part 135 standards, and is eligible for D085 charter operations. Buyers should confirm their broker or consultant knows both 135 and 91 operations to avoid wasted time or investment. Also consider whether the aircraft may evolve from Part 91 personal use to Part 135 charter, dry leases, or fractional ownership programs. Highlight the aircraft’s compliance with Part 135 requirements—such as TCAS or EGPWS upgrades, recent inspections, complete logs (from birth date), ADs or SBs status, and any accident history.

Proper Part 135 Documentation “Must Haves”

• Meticulous maintenance logs, Airworthiness Directives (ADs), Service Bulletins (SBs), and inspection histories. Buyers will scrutinize these, so ensure everything is organized and current.
• Part 135 Operations Specifications (OpSpecs) showing approved uses (e.g., passenger, cargo, or specific regions like the Caribbean).
• Proof of compliance with maintenance programs—Continuous Airworthiness Maintenance Program (CAMP) for larger aircraft or annual/100-hour inspections for smaller types.
• If the aircraft is on another Part 135 certificate, evidence of its prior forensic conformity review to facilitate transfer to a new charter operator.

Handling The Part 135 Certificate Connection

If the aircraft is listed on a Part 135 certificate not held by you, coordinate removal or transfer of its OpSpecs with the certificate holder before sale—unless the buyer retains the same certificate. The FAA must approve via your local Flight Standards District Office (FSDO), which can take weeks or months depending on workload. Plan ahead. Buyers often request a “D085 Conformity Check” to verify Part 135 standards; be prepared to facilitate inspections or provide recent conformity reports.

Part 135 Legal, Escrow & Closing Considerations

We recommend using a U.S.-based aviation escrow company to protect both parties. A pre-purchase inspection is critical for any Part 135 aircraft due to its commercial history. Consult a tax advisor on potential sales tax or depreciation recapture (100% bonus depreciation returns in 2025). Verify the aircraft is free of liens or leases—Part 135 financing often includes complex exit clauses with 30-, 60-, or 90-day notices. For Part 135 entities, conduct thorough due diligence on the certificate holder’s FAA status, staff approvals, and FSDO records to ensure a clean, active certificate. Our methodical process ensures a successful closing with no surprises.

Purchasing or Selling a Part 135 Certificate Entity Correctly

FAA regulations prohibit direct “sales” of Part 135 certificates—they are grants of authority, not commodities. Instead, buyers acquire the corporate entity (LLC or corporation) that holds the certificate, transferring its assets, liabilities, and FAA approvals. This requires legal agreements to transfer shares or assets and FAA notification of ownership changes.

Evaluations of Part 135 Certificate Entity

The value of a Part 135 certificate depends on its operational scope (single-pilot vs. standard), number of approved aircraft, and regional authorizations (e.g., U.S., Canada, Mexico). Broad-scope certificates are more valuable, allowing multiple aircraft and pilots to cover AOG missions. Buyers value clean FAA compliance records; a history of violations or accidents reduces appeal. Intangibles—existing client contracts and reputation—also add value. Entities with basic single-aircraft approvals start around US$125K; full-scope jet approvals can reach US$1.75M. For a full evaluation, contact The Jet Network, Inc.

Steps to “Selling” The Certificate Entity

Work with an aviation M&A consultant experienced in Part 135 transactions. Proper escrow setup, a clear Letter of Intent (LOI), and a balanced Purchase Agreement (e.g., MIPA for LLCs) are crucial. Avoid inexperienced brokers—lack of expertise can lead to legal disputes, wasted fees, and failed deals.

Merging of Part 135 Operations

Some buyers merge operations instead of asset transfers, keeping the certificate under new management. This requires FAA approval to update key personnel (Director of Operations, Director of Maintenance, Chief Pilot) but can streamline continuity.

Prepare For FAA Scrutiny

The FAA may treat ownership changes as new certifications, especially if key personnel or operational control changes. Buyers seek assurances the certificate remains valid post-sale. Engaging a seasoned Part 135 consultant ensures a seamless transition and coordinated FAA FSDO introductions.

Part 135 Challenges

Acquiring a certificate entity means inheriting its compliance history. Past enforcement actions, fines, or SBA EIDL liens can deter buyers. Secure written agreements with 119-approved staff for post-closing operations; failure to do so could suspend or revoke your certificate.

135 FAA Transition Process

FAA timelines are slow: expect only two personnel or aircraft changes approved every ~2 months, longer if FSDO is backlogged. Conforming an existing aircraft type takes 2–3 weeks; new types can take a month or more. Starting a new certificate via PASI may take 3–5+ years. Purchasing and evolving an existing entity often saves years.

General Tips For 135 Status

Work with brokers, attorneys, and consultants familiar with Part 135 to avoid costly mistakes. They manage compliance, marketing, due diligence, and FAA coordination to deliver a “win-win” transaction.

Part 61 & Part 141 SEVIS Flight Schools | Part 145 MROs

Part 61/141/SEVIS: Starting a Part 141 Flight School involves lengthy FAA reviews—often 3+ years—especially for SEVIS visa approval. Part 61 may be faster if you only serve U.S. students. Purchasing an existing school can accelerate start-up versus new applications.

Part 145 MRO: Part 145 repair stations require FAA-approved capabilities lists. To expand approvals, submit changes to your FSDO. Purchasing an existing Part 145 entity with desired approvals often saves time and avoids long FAA review cycles.