Taking-Over Certificates and completion under FIDIC

The Taking-Over Certificate is the point on a FIDIC contract where the employer accepts that the works, or a section of them, are substantially complete and takes them over. It is issued by the Engineer under Clause 10, and it matters far beyond the site handover, because a cluster of commercial events all key off its date.

What the certificate triggers

The Taking-Over Certificate is not just a statement that the job is done. It sets several clocks running and stops others.

• Delay damages stop. The contractor's exposure to delay damages runs up to the date in the Taking-Over Certificate, and no further.
• The first half of retention is released. Under Sub-Clause 14.9, Taking-Over certifies the first half of the retention money for payment.
• The Defects Notification Period begins. The period during which the contractor must make good defects runs from the Taking-Over date, and its end governs the second half of the retention.
• Risk and care shift. Responsibility for the care of the works passes to the employer for the part taken over.

Taking-Over is not the Performance Certificate

The two are often confused, and they sit at opposite ends of the defects period. The Taking-Over Certificate marks substantial completion at the start of the Defects Notification Period. The Performance Certificate, issued under Clause 11 once that period has expired and the defects have been made good, marks the end. It is the Performance Certificate, not Taking-Over, that signifies acceptance of completion of the contractor's obligations and releases the second half of the retention. Keeping the two straight is essential, because they release different money at different times.

Why the date is worth defending

Because so much keys off it, the Taking-Over date is worth getting right rather than accepting loosely. A date recorded a fortnight late extends the delay damages exposure and pushes the retention release back. Sections taken over separately each carry their own date and their own apportioned release, and on a phased job those dates are easy to lose. Fix each one as it happens, and let the commercial consequences follow from the certificate rather than from a later reconstruction.