Agreement on assignment of rights of claim: sample 2020, what is it

Agreement of assignment (assignment of the right of claim) with an act and a letter (notification)

You owe money and you urgently need this money for your own needs, but don’t know how to sell the debt? Or do you know, but don’t understand, how to create a debt purchase and sale agreement (purchase and sale of debt simultaneously in one agreement)? Today there are many announcements about debt/debt repurchase. You may consider them scammers, but not all of them are. Such a transaction is quite possible and completely legal.

. Especially for those who find themselves in such a situation, our lawyers located in Cheboksary have prepared such a document so that you can download for free without registration a simple and correct standard sample (example) of a form (form) of an assignment agreement (assignment of the right of claim) of a debt (loan / debt / monetary funds) between legal entities, including an act and a notification letter corresponding to the legislative acts of 2020.

Download without registration

Attention.

Read the helpful information below
to help you create a cash receipt correctly
.
At the end of the text there is a BONUS
for residents of Cheboksary

— Sample contract Assignment of rights of claim between legal entities

—

https://youtu.be/1VpCqk1yu-A

Documentation

It is not enough to conclude a bilateral agreement on the transfer of concessions. You must provide a whole package of different papers in order to carry out the transaction correctly. It differs depending on the field of activity that involves an agreement to repay the debt. Let us note the main ones:

1. Contract of sale.
2. All related documentation that directly indicates the fact of debt.
3. Act of reconciliation of accounts.

If we talk about a loan agreement from the banking sector, the following documents will be required:

• Statement of account.
• Information about the payment schedule.
• Receipts for payment of part of the debt.
• Loan agreement.
• Overdraft agreement.

If necessary, an additional agreement is drawn up that regulates the additional composition of the documents.

It is important to know! A must read

Based on Art. 382 of the Civil Code of the Russian Federation, we can conclude what an assignment agreement is (assignment of the right of claim). An assignment agreement is an agreement by virtue of which one party is the assignor.

(the original creditor of the obligation) transfers
to the assignee
(new creditor) the right to demand performance of the obligation by the debtor. Important! In this case, the new creditor acquires the right of claim from the assignor on terms that do not worsen the position of the debtor.

Main nuances of the assignment agreement

After concluding an assignment agreement, it is necessary to notify
the debtor in writing about the transfer of the right of claim to the assignee and provide him with documents proving this fact.
This responsibility is usually assigned to the new lender. Otherwise, the fulfillment of the obligation to the original creditor is recognized as fulfillment to the proper creditor (clause 3 of Article 382 of the Civil Code of the Russian Federation) or the debtor may suspend fulfillment of obligations to the new creditor (clause 1 of Article 385 of the Civil Code of the Russian Federation). The transfer (assignment) of rights of claim can be formalized
either by a bilateral or a trilateral agreement.
The assignment agreement can be on a paid or gratuitous basis
; in any case, it is necessary to clearly state the amount and procedure for payment or that the new creditor has no obligation to pay remuneration.
At the same time, the transfer of a claim free of charge between commercial organizations can be regarded by tax and other inspection authorities as a gift agreement, and donation between commercial organizations is prohibited
(Article 575 of the Civil Code of the Russian Federation).
On the other hand, the fact of “donation of rights” still needs to be proven. In itself, the discrepancy between the size of the consideration and the volume of the transferred right (claim) is not yet a basis for invalidating an assignment agreement concluded between commercial organizations, since by virtue of clause 1 of Art. 572 of the Civil Code of the Russian Federation, the presence of compensation principles in a contractual obligation completely excludes the recognition of the corresponding agreement as a gift agreement (clause 9, clause 10 of the Review of the Presidium of the Supreme Arbitration Court of the Russian Federation dated October 30, 2007 No. 120). The former creditor replies
:

• - for the invalidity of the claim submitted to him;
• - for the fulfillment of an obligation by the debtor if he acts as a guarantor of the obligated person to the new creditor;
• - and other paragraphs of Article 390 of the Civil Code of the Russian Federation “Responsibility of the assignor”.

Based on the Information Letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated October 30, 2007 No. 120, it is permissible to assign not the entire claim, but only part of it. Therefore, it is necessary to carefully study and understand

assignment agreement, to what extent rights are assigned.
It is prohibited to assign the right of claim
if this is expressly stated in the agreement with the creditor, except in cases established by the legislation on enforcement proceedings and the legislation on insolvency (bankruptcy) (clause 2 of Article 382 of the Civil Code of the Russian Federation).
As a general rule, consent from the debtor
for this type of transaction is not required, except in cases where:

• - the contract stipulates that the consent of the debtor is required
• — the identity of the creditor is of significant importance for the debtor (Article 388 of the Civil Code of the Russian Federation). For example, the right to alimony, compensation for moral damage, agreement on joint activities, etc.

Assignment of the right to claim under a joint activity agreement

without the consent of all participants is impossible, since this contradicts Article 388 of the Civil Code of the Russian Federation.
Otherwise, there must be consent to the assignment provided for in the contract. Debt can only be assigned with an unexpired statute of limitations
.
To confirm the “reality” of the debt, the new creditor should require the assignor to submit a reconciliation report. The original creditor (assignor) is obliged to transfer
to the new creditor, along with the right of claim, all the documents that certify him, and provide information relevant for the implementation of the claim (clause 2 of Article 385 of the Civil Code of the Russian Federation).
The assignment of a claim (assignment) must be drawn up in the form
provided for by current legislation for the main agreement.
So, according to Art. 389 of the Civil Code of the Russian Federation, the assignment of a claim based on a transaction made in simple written or notarial form must be made in the appropriate written (notarial) form. The assignment of a claim under a transaction requiring state registration must be registered in the manner established for the registration of this transaction. The assignment of a claim on an order security is made by endorsement (endowment note) on this security (clause 3 of Article 146 and clause 3 of Article 389 of the Civil Code of the Russian Federation). If the creditor assigns future interest and the right to losses
, then based on Art.
384 of the Civil Code of the Russian Federation and clause 17 of the Review of the Presidium of the Supreme Arbitration Court of the Russian Federation dated October 30, 2007 No. 120, there is no need to register the transfer of interest rights, since the rights to receive them are transferred to the acquirer automatically. If the transaction for the assignment of rights (claims) is large
(more than 25% of the balance sheet currency as of the last reporting date), it must be concluded in compliance with the requirements established by Article 78 of Federal Law No. 208 of December 26, 1995.
“On joint stock companies” and Art. 46 Federal Law No. 14 dated 02/08/1998 "On limited liability companies." Taxes
:

• — the specifics of determining the tax base for VAT upon transfer of property rights are established by Art. 155 Tax Code of the Russian Federation;
• — the specifics of determining the tax base for income tax upon assignment (assignment) of the right of claim are determined by Art. 279 Tax Code of the Russian Federation.
• — gratuitous assignment of rights to close relatives, clause 18.1, article 217 of the Tax Code of the Russian Federation.

The new creditor must keep in mind that a “dummy” may be transferred

, that is, it will be impossible to achieve what you want from the debtor. For example, if after the assignment it turns out that the contract from which the right of claim arose is declared invalid, then the newly created creditor is deprived of the acquired right of claim.

Useful links on the topic of assignment agreement

We hope that this simple and correct standard sample (example) of a form (form) of an assignment agreement (assignment of the right of claim) of a debt (loan / debt / cash) between legal entities, including an act and a notification letter corresponding to the legislative acts of 2020, will help save your precious time, nerves and money that you could spend on the services of a lawyer. But as practice shows, it is better not to take risks and enlist the support of contract lawyers who can provide high-quality services in the development of an assignment agreement (assignment of claims) or legal examination of contracts. Moreover, if an agreement is signed that does not comply with the legislation of 2020, it may be declared invalid with all the ensuing negative consequences for you and your wallet.

What is cession in simple words

In jurisprudence, cession (cessiō) is generally considered to be the assignment of property, property or claims to another person on the basis of a specific document (title). Most often, this refers to the transfer of all rights of claim for repayment of a debt to a third party. The transaction can be carried out with the participation of both legal entities and individuals.

The essence of this procedure is explained very simply. The creditor (citizen, bank, etc.) lent money or property, but the debtor does not return it, and the creditor does not have the opportunity to force him to do so. This option is also possible when the return date has not arrived, but the funds are needed urgently. In such cases, it is advisable to think about concluding an assignment agreement. An agreement is concluded between the creditor (assignor) and a third party (assignee) who can solve this problem. The assignee pays the creditor part of the debt, but receives all rights to it. Thus, the assignor, although he loses some money, still quickly receives a certain amount, avoiding lengthy legal proceedings. Further, the task of how to repay the entire debt is decided by the assignee. Such an agreement is not discussed with the debtor. He is simply informed that the debt will have to be repaid to another person.

Types of assignment agreements

The procedure for carrying out the assignment procedure is determined by the Civil Code (Civil Code) of the Russian Federation (Articles 382-390). Depending on the parties to the transaction, the agreement may have the following types:

1. Agreement of assignment between legal entities. Rights are transferred from one company (organization) to another, incl. during the reorganization of the creditor company.
2. Agreement between individuals. Another citizen takes over the debt rights. The assignee may be a person who has acted as a guarantor of debt obligations.
3. Agreement between an individual and a legal entity. A citizen creditor can transfer the rights to the debt to a specialized company. Sometimes the head of a disbanded or bankrupt organization becomes the assignee.

Depending on the number of parties involved, two- and three-party agreements differ. In the first case, DCs are concluded between the assignor and the assignee without the consent of the debtor, when the latter is only notified of the change of creditor. In the second option, the debtor directly participates in the agreement and signs the document. However, the terms of debt repayment may change.

Regarding remuneration for the transfer of rights, an agreement can be concluded free of charge or on a compensated basis. A gratuitous transfer can be carried out between relatives, co-owners, during a company reorganization and in other circumstances. Most often, a paid transaction agreement is fixed, which provides for the purchase of rights by paying part of the debt in an agreed amount (% of the total amount).

Assignment under DDU

A special type of assignment is the transfer of rights to real estate under construction under an equity participation agreement (DPA) in construction. The shareholder has the right to transfer his rights before the completion of construction at any time, starting from the date of conclusion of the DDU. In this case, approval from the developer is not required (except for cases where such a requirement is stated in the contract). The DC must be registered with Rosreestr, because State registration is provided for preschool education.

The reasons for the assignment in shared construction may be reluctance to wait a long time when the housing commissioning date changes, the acquisition of another living space, receiving benefits if the remuneration exceeds the amount paid, etc. It is important to understand that the assignment provides only for the transfer of rights. If the document also records the transfer of responsibilities, then such a document is not a DC. In addition, when registering an apartment under a DDU with a mortgage, the bank’s consent to the assignment is required.

Restrictions on use

Certain restrictions on the transfer of rights are imposed by Article 383 of the Civil Code of the Russian Federation, which prohibits the transfer of the following debts:

• alimony and arrears thereof;
• compensation for moral damage imposed by the court;
• compensation for damage to health;
• obligations arising during the divorce process.

The volume of rights under the DC cannot exceed the original value (Article 384 of the Civil Code of the Russian Federation), i.e. the assignee cannot increase the amount of the debt or assess fines (penalties) not provided for in the agreement for the issuance of the loan (debt). The debtor can challenge such changes in accordance with Article 386 of the Civil Code of the Russian Federation.

Significant changes were introduced by the new law on collectors. Now their work has been taken under state control, and banks can only enter into DCs with a collection company that has official state registration.

Peculiarities of drawing up a debt assignment agreement between legal entities

The lender has the opportunity to transfer the right to repay the debt to another person, which allows him to quickly receive the amount loaned. A similar procedure may be necessary in cases of urgent need for funds or for other reasons.

Dear readers! The article talks about typical ways to resolve legal issues, but each case is individual. If you want to find out how to solve your particular problem , contact a consultant:

+7 (Saint Petersburg)

APPLICATIONS AND CALLS ARE ACCEPTED 24/7 and 7 days a week.

It's fast and FREE !

To avoid problems after drawing up the contract, the parties must draw up an agreement according to all the rules.

Benefits of executing a debt assignment agreement

As for the debtor, there will be no significant changes for him. All conditions and procedures for closing debt will be identical. In the agreement itself, the name of the lender will change, the account for transferring funds, and new contact information will appear. In other words, the rights and interests of the defaulter will not be violated in any way. Advantages of the transaction for the original creditor:

• Quick receipt of funds.
• There is no need to collect debts by force, or go to court or bailiffs.
• Savings on bank interest if the amount of debt was needed to close a loan.

Advantages for the assignee:

• You can get additional income from the difference.
• If the defaulter is a company that has been existing on the market for a long time and has a positive reputation. In this case, the risk of non-repayment of debt is practically reduced to zero.
• If the assignment of rights was secured by a pledge. Then the person accepting the debt can collect it in any case.

Expert opinion

Yurchenko Ekaterina Vasilievna

Deputy Chairman of the Committee for Debt Dispute Resolution and Crisis Management

This deal can only be concluded by mutual agreement. It is impossible to force an agreement to be concluded; this is important. Therefore, before executing the agreement, the assignee can weigh the pros and cons of the debt obligation that he intends to subsequently claim.

What it is

A debt assignment agreement (or assignment agreement) is an agreement, the execution of which is necessary to alienate the right to collect accounts payable in accordance with the law. That is, an assignment is a kind of transaction for the transfer of material obligations.

The procedure is carried out on the basis of the Civil Code.

The parties to the agreement include:

• assignor – original owner;
• assignee – the new owner under the agreement;
• a debtor who took a loan from the assignor, but is obliged to repay the debt to the assignee.

Assignment of debt between legal entities in some cases occurs when organizing an enterprise. That is, in fact it is one organization, but legally it is another. In order for the debt to be legally registered on the new legal entity, it is necessary to draw up an agreement.

An assignment agreement always has some risks.

Here are the main ones:

Before concluding an agreement, it is important to check the reliability of the seller and the existence of a debt. In addition, the buyer should request from the seller all documents related to the case and any information about the debtor. You can check the reality of the transaction between the assignor and the debtor in Rosreestr.

Why is assignment of debt necessary and the nuances of the transaction?

The reasons for conducting this type of transaction between legal entities can be very different. The practice of making such transactions is common for banks that have bad debts from borrowers-debtors. You should know that the buyer of such bad debts can be not only credit organizations, but also any legal entity.

The assignment of debt between legal entities is not as simple a transaction as it seems at first glance. It contains some nuances.

1. In accordance with the Code of Civil Procedure of the Russian Federation, the one who was the original borrower can become a guarantor of this loan to the acquirer of the debt.
2. Information about the guarantor must be reflected in the additional agreement or contained in an additional document.
3. Affiliation of the parties cannot be considered the only basis for recognizing a transaction as not complying with current legislation.

In what cases is it issued?

Most assignment agreements are aimed at transferring overdue debts to collection companies or other persons. The main reason for debt transfer is the lack of desire and ability to collect debts.

The basis for a transaction can be various cases:

• sale of real estate or other property;
• risk assignment to the insurer;
• assignment of rights under a contract, etc.

After concluding an assignment agreement, the debtor is obliged to repay the debt to the assignee, and he, in turn, has the right to take measures to speed up the repayment procedure.

Conclusion

To summarize, I would like to note that the actual drawing up and conclusion of an agreement on the transfer of rights under debts does not present any particular difficulties. The only very important factor is that it is necessary to ensure that this very agreement is fully consistent with the civil procedure code of the Russian Federation. All this will minimize the risk of running into a fraudulent scheme, and will also reduce the risk of recognizing this agreement as void, due to its contradiction to the law.

If you doubt your abilities, it would be a good idea to seek help from lawyers. Qualified lawyers will help you understand all the nuances of such a transaction. Be careful and do not get involved in dubious deals!

https://youtu.be/emlraXYvZaA

Basic conditions

An assignment agreement can be concluded subject to certain conditions and nuances:

• the assignment must be documented;
• the creditor is replaced without the participation of the debtor, if the identity of the creditor is not significant for the borrower;
• the transferred claims must exist at the time of conclusion of the transaction. However, it is possible to enter into an agreement regarding the future;
• the debt can only be assigned if it has not been assigned before;
• the debtor must not object to the actions of the assignor.

Concluding a deal is possible in two ways:

• between the transferring and receiving creditor;
• between the new creditor and the debtor.

When concluding an agreement between legal entities, the first option is used.

Definition of the concept

The contract form [sc:year ] is available here.

An assignment agreement is an agreement under which the creditor has the right to collect the debt from the debtor without his consent.

We can say that an assignment agreement is a transfer of the debtor’s material obligations (assignment of claims) to another creditor.

A debtor is a person who needs to fulfill certain obligations on time. A creditor is a person who, based on his rights, can demand that the debtor fulfill these obligations. The Civil Code provides for only two cases of replacing persons in obligations - changing creditors or replacing the debtor (i.e. transfer of debt).

An assignment agreement involves two parties: the “assignor” - the original creditor, and the “assignee” - the new creditor, who receives the right to collect the debt. If a change of creditor and the conclusion of an agreement occurs before the debtor pays money to the original creditor, then the debtor must receive written notification of the change of creditor.

The assignment agreement is used in various fields of activity. However, according to the laws of the Russian Federation, not all material claims can be transferred to another person.

Exceptions are alimony, harm (both moral and material) to a person and its compensation, and some other cases.

The need for an assignment agreement may arise if the lender cannot obtain the required amount from the tenant. And also when financial obligations are divided during the divorce of individuals, and during the reorganization of enterprises. Claims can be transferred free of charge, but, basically, assignment agreements are paid. After the transfer of rights, the debtor receives notification of a change in credit company.

As a rule, the agreement describes in detail the requirement for the transfer of rights, explains why it arose, and provides details of the company that previously acted as a creditor. The document on the transfer of rights is certified by a notary.

When invalid claims are transferred to a debtor from a creditor, the latter becomes liable in accordance with current legislation.

When concluding an assignment agreement, it is possible to transfer the rights of guarantee from the previous lender to the current one, which is a guarantee of the return of funds from the borrower. In current legislation, the assignment agreement is regulated by the Civil Code (paragraph 1, chapter 24, part 1).

Compilation rules

The debt assignment agreement is drawn up according to a standard plan. It can be two-sided or three-sided.

In any case, the contract must contain the following elements:

1. Preamble. The part indicates the parties to the agreement, their details and legal status.
2. Subject of the agreement. Here you must specify the details of the agreement, including the amount of debt and the reasons for its occurrence. As a rule, the transfer of debt is not done on a gratuitous basis. Therefore, you need to indicate the cost of the transaction.
3. Rights and obligations. In addition to the rights and obligations of the parties, the section must indicate a list of necessary documents and the time frame during which the debt will be transferred to the assignee. The agreement also specifies important information known to the assignor that will help collect the debt.
4. Responsibility. The agreement must establish the responsibility of the parties for non-compliance with the clauses of the agreement or other terms of the agreement. The violator will be held accountable based on the legislation of the Russian Federation. The assignor is responsible for the accuracy of the data provided on the debt and the debtor. Other cases are considered upon occurrence.
5. Final part. It states here that disputes arising after the signing of the agreement must be resolved on the basis of this agreement and the legislative framework. The start date of the contract is also indicated here. If there are no deadlines, then the agreement begins to operate immediately after signing. This means that the assignee can immediately begin collecting the debt.
6. Requisites. After agreeing on the clauses of the contract, it is necessary to indicate the details of the parties, affix seals and signatures. From this moment on, the document has legal force.

A sample debt assignment agreement between legal entities is presented below:

Double sided

A bilateral agreement is an agreement between legal entities. The agreement is concluded on a general basis without the consent of the debtor.

In this case, the following personal debts cannot be subject to assignment:

• compensation for material or moral damage;
• repayment of a debt of an individual to another individual;
• non-payment of alimony.

An agreement can be drawn up both for a present claim and for a future one if the debtor fails to fulfill his obligations until then.

The form of a bilateral assignment agreement can be downloaded here.

Trilateral

The execution of a tripartite agreement occurs with the direct participation of the debtor. In some cases, he may act as the initiator of the transaction. The peculiarity of such an agreement is that the debtor gives his consent to the assignment of debt.

There are two types of tripartite agreements:

The contents of a tripartite agreement are standard, with the exception of the need for the signature of the third party – the debtor.

The tripartite assignment agreement can be found here.

Tripartite assignment agreement for property objects

Such agreements are drawn up in a general form, but the peculiarity is that it is not evidence of the acquisition event, but the existence of rights to claim the transfer of ownership.

There are two types of such agreements:

• with advance payment of the entire cost;
• unpaid debt is transferred in the form of obligations.

Concluding an assignment agreement for real estate requires close attention. It must contain the title documents that serve as the basis for the assignment. The subject of the transaction, the conditions for the transfer of rights, the procedure and terms of notification, the number, and the date of its conclusion are described.

Taxation

Tax deductions must be made only when concluding a paid transaction. There will be tax consequences for each participant in the transaction.

Namely:

Thus, the preparation and signing of an assignment agreement for legal entities is carried out on a general basis.

However, when conducting a transaction, it is important to take into account the opinion of the parties and the need or lack of need to obtain consent to the procedure from the debtor. It is also worth considering the need to reflect the transaction in tax and accounting.

Legal basis for the transaction

All persons whose interests are affected by this transaction should be aware that the initiative to transfer the right to collect debts can come from both the borrower and the lender. This right is spelled out in the Civil Code of the Russian Federation.

In accordance with Federal Law No. 115 and the Federal Law “On LLC”, consent to conduct a debt transfer transaction must be obtained from the debtor himself. Otherwise, this transaction, at the initiative of the debtor, may be recognized in court as not complying with the law.

Video on the topic:

• Due to frequent changes in legislation, information sometimes becomes outdated faster than we can update it on the website.
• All cases are very individual and depend on many factors. Basic information does not guarantee a solution to your specific problems.

That's why FREE expert consultants work for you around the clock!

1. via the form (below), or via online chat
2. Call the hotline:
   Moscow and the Region
3. St. Petersburg and region
4. Regions

APPLICATIONS AND CALLS ARE ACCEPTED 24/7 and 7 days a week.

Postings under a tripartite agreement

The agreement provides for the property right of the assignor, which must be included in the assets. The accounting department reflects its sale under account number 91.

In accordance with paragraph seven and paragraph sixteen of the Accounting Regulations, proceeds from the assignment are classified as other income. Guided by paragraph six and paragraph ten of the Regulations alone, they are registered in the amount determined by the agreement.

Revenue is recorded in credit account number ninety-one, correspondent account as “Settlements with other debtors and creditors” number seventy-six, and subaccounts are opened for settlements under the assignment agreement.

It is possible that a value added tax may be charged to the assignor if the income exceeds the amount of the claim. This is provided for by the first paragraph of article one hundred and fifty-five of the Tax Code of the Russian Federation.

The cost of the assignment is included in other expenses in the debit of account number ninety-one, in accordance with paragraphs six and fourteen one of the Regulations. On the day of signing the agreement, debit 91-2, credit 62 (76; 58) is carried out to write off the cost.

The assignee's payment is recorded by debit 51 (50), credit 76 of the subaccount associated with settlements under the assignment agreement.

We invite you to familiarize yourself with: Forms of agreement for renting an apartment

Practice shows that there are different debts, and individual ones cause difficulties not only for the debtor, but often also for the creditor. As a rule, the latter expects a positive result for settlement, already on its obligations. The solution to these difficult situations is the assignment agreement.

What is the essence of relationships

An assignment agreement is a form of agreement that involves the sale of one’s receivables. This may be relevant in different situations. Let's look at a few examples.

Ivanov owes Petrov 100,000 rubles. He can't give them away yet. But Sidorov owes him the same amount. Ivanov cedes his right of claim to Petrov and gets out of the “debt guarantee”. Now Sidorov owes 100,000 rubles to Petrov.

What the parties get as a result:

1. The assignor (Ivanov) is released from the debt burden.
2. The assignee (Petrov) increases the chances of repayment of the debt, since Sidorov is more wealthy than Ivanov. The opposite situation should not exist, because then Petrov would not have made the deal.
3. The debtor (Sidorov) does not care who ultimately repays the debt. For him, the conditions have not changed.

At the end, they can sign an act of fulfillment of obligations under the assignment agreement - a sample confirmation that the parties no longer have claims against each other. Unlike the main document, it can be either two-sided or three-sided.

The illustration below shows a template - an assignment agreement; You can download a sample if you want to create your own database of document templates.

Things to remember

As discussed above, the assignment is carried out between the assignor (the original lending firm) and the assignee - the one who buys the debt.

The cost of the transaction itself for the assignment of rights is generally lower than the amount of debt. Often the assignment agreement is of a compensatory nature.

If payment is not made, the tax office will regard the transaction as an act of donation. After this, the transferor company may suffer from litigation.

Even if the amount for a transaction for the assignment of material obligations is too low, claims may be brought against the company regarding the unreasonableness of the transaction.

To avoid troubles associated with the assignment of rights, the person involved in the sale of debt must sign a memo from the director of the enterprise justifying the transaction with reasoned reasons for its conclusion. This should be done before concluding an assignment agreement.

There are a number of reasons why a assignor can legally transfer rights to a debt:

• the lender cannot collect the debt from the borrower on its own;
• it is not profitable for the creditor company to receive receivables;
• when trying to collect a debt from a borrower, the lender incurs overhead costs;

The rights of claim are transferred without any obligation to pay VAT (this is confirmed by the Tax Code in Article 155, paragraph 1). And this is logical, since after the sale of the goods to the consumer, the initial creditor has already transferred VAT according to the agreed price.

If the assignment agreement is concluded with a third party, then VAT is defined as the excess of income received by the assignee over the expenses associated with the acquisition of rights.

The date of execution of the agreement is the moment of transfer of rights to the debt from the initial creditor to the new one. If the debtor does not fulfill his obligations and the new creditor does not receive income, then VAT is not deducted due to the lack of income.

If the creditor assigns the right to claim the debt before the debtor is due to pay it according to the contract, then the loss that arises in this case reduces the level of taxation. The loss is easily calculated based on the interest paid by the assignor under the debt obligations, which can be equated to the profit from the assignment agreement for the entire period from the transfer of rights to the payment of the debt (according to Article 269 of the Tax Code).

From an accounting point of view, the exercise of the right of claim on the part of the new creditor is considered as a service of a financial nature.

And for the assignor, the transfer of this right is as “Other income and expenses” (91 accounts). As a rule, there are no difficulties with this.

For the assignee, the purchase of receivables is a financial investment, which is taken onto the balance sheet at its original cost. It will include all costs of acquiring debt, including payments to intermediaries, payments for information services, etc.

To simplify, let's look at one example. sold goods for a total amount of 153,400 rubles (including VAT at a rate of 18% – 23,400 rubles). Accordingly, the net value of the goods was 90 thousand rubles. did not pay for the goods on time, after which the creditor decided to sell the rights of claim for 120 thousand rubles. In addition to the price paid for the acquisition, the assignee Starstroy paid 4,366 rubles for the assignment agreement (including VAT, which amounted to 666 rubles). After which he pays off the debt in full, i.e. pays the new creditor 153,400 rubles.

In accounting, the transaction is indicated as follows:

• Debit 58 “Assignment of claims” / Credit 60 – 120 thousand rubles.
• Debit 58/Credit 60 – 4366 rubles.
• Debit 60/Credit 51 – 124,366 rubles (120,000+4,366 rubles).
• Debit 51/Credit 91-1 – 153,400 rubles – repayment of debt by the borrower.
• Debit 91-2/Credit 58 – 124366 – write-off of the amount of debt given initially.

The difference between expenses and income was 29,034 rubles (153,400-124,366), VAT is already deducted from this amount, which will be 18%, i.e. 4429 rubles. Net operating income after paying taxes will be - Debit 91-9/Credit 99 - 24,605 ​​rubles (153,400-124366-4429).

The legal status of an entrepreneur is determined by the type of registration with the tax authority. Is an individual entrepreneur an individual or a legal entity? Let's look at this issue in detail.

Read about what outstaffing is and how it differs from outsourcing in this article.

Is it possible to include additional terms and conditions?

If the assignment is accompanied by any additional conditions, it will already be considered factoring. This is a common example of an assignment agreement between legal entities. In such a situation, one company (usually having impressive working capital) buys the rights of claim from another.

For example, Alpha LLC owes Omega LLC 20 million rubles. The latter is experiencing serious financial problems due to such large accounts receivable. Then it decides to resort to factoring under the following conditions:

1. JSC Delta acquires rights of claim against LLC Alpha.
2. Omega LLC receives 19 million rubles, and one million goes towards payment for factoring services. In this case, Delta JSC pays him the specified amount immediately.
3. For Alpha LLC, the amount of debt does not change. It still owes the same 20 million rubles, only now to another creditor.

Thus, an additional condition is the payment for redemption of the debt. It was required so that the party, which was initially not bound by obligations with either the creditor or the debtor, received its benefit from the transaction.

Responsibility of the parties and consequences

Only ordinary citizens can enter into this type of transaction free of charge. This is not prohibited by the law of the Russian Federation. But this is not allowed for legal entities. If this violation is detected by the tax service, then enterprises will face huge fines and other liability for deliberately reducing profits and failing to pay taxes. The consequences may be as follows:

1. If the transferred debt obligation is considered invalid, then all losses incurred can be recovered from the creditor.
2. If the original version of the contract indicated a prohibition on the assignment of debt rights or it is necessary to ask permission from the debtor. In this case, the transaction will be considered invalid.
3. All parties to the agreement must pay taxes upon completion.

What to include in the document

Regardless of who the parties are, it must contain the following information:

1. Names and details of the parties. For individuals - full name, passport details, registration address. For legal entities - name, INN, OGRYUL, legal address.
2. Subject of the agreement. It is necessary to indicate exactly what rights the assignor transfers to the assignee and for what amount.
3. Rights and obligations of the parties. Here it is advisable to mention what obligations are credited to the parties after fulfillment of the conditions.
4. Deadlines and responsibilities.
5. Additional terms and conditions (if any).

The form (simple, notarial, with state registration) depends on the form of the original transaction, which recorded the rights that are now subject to transfer.

Parties to the agreement

The assignment agreement is concluded by the following parties:

• assignor (assigning rights);
• assignee (new owner of the claims);
• debtor (the entity that must pay the debt under the agreement).

They can be both legal entities and individuals.

The debtor will be able to take part in the transaction only in certain cases. According to the rules of the Civil Code of the Russian Federation (clause 2 of Article 382), the debtor practically does not participate in the assignment: he is simply notified of the assignment in writing.

Accounting and Taxation

If the transfer of rights was compensated, then the amount received upon sale must include VAT and this amount is also subject to taxation.

What entries need to be made by the assignee:

58-76 (50) – debt acquisition transaction;

76 (60) – 51 payment to the assignor;

51-91.1 – debt repayment by the debtor;

58-91.2 – debt written off;

91.2 – 68 – VAT charged;

91.9-99 – the difference between the original debt and the payer’s payment.

What transactions does the assignor need to make:

76-91.1 – amount paid by the assignee;

91.2 – 68 VAT is charged;

91.2 -62 – the debt is written off from the debtor

In this case, the loss to the original lender will be the difference between the original loan amount and the transferee's payment.

Kinds

Trilateral:

• The peculiarity of such an agreement is that the borrower himself voluntarily agrees to the transfer of rights of claim.
• Under this agreement, the assignee has a completely legal right to demand repayment of the debt.

Purchased or gifted:

• When the first creditor sells the right to claim the debt to the second creditor, this agreement is considered to be for compensation. Sometimes credit organizations do this in order to receive at least a small amount of money on the debt, while the responsibility for how the debtor will pay the second creditor is not within his competence.
• Collection agencies that do not have the right to conduct banking activities, but have the right to demand the debt from the borrower, can act as assignees. At the same time, the amount of debt and the terms of the loan agreement remain the same.
• If the debt was not sold, but given without payment, then such an agreement is considered gratuitous.

Assignment of claims under a writ of execution:

The assignment of rights under a writ of execution can most often be found in court, when a debt is transferred to an executive for a fee or free of charge. In order for this to be legal, it is necessary to provide an assignment agreement and submit an application to the court.

In practice, the court may refuse to fully satisfy the transfer of the assignment of claims and allow only partial disposal of rights.

Conditions for signing a tripartite assignment agreement

There are cases when creditors conclude a transaction together with the debtor. This option of assignment is used in cases where the law/agreement between the parties prescribes the possibility of assignment only with the consent of the debtor. In such cases, a tripartite assignment agreement is drawn up.

Its main difference from the traditional one is the presence of the signature of the debtor, which confirms the fact of his awareness of the assignment of rights of claim and consent to this document.

If this condition is not met, the debtor has the right to demand compensation for losses arising as a result of the inconsistency of the right of assignment. They are compensated by both creditors. The debtor decides which of them to make a claim. But this is only possible if the debtor is an individual. Companies do not have such rights.

In cases provided for by law, an assignment agreement that has not been agreed upon may be declared invalid. If such consent is prescribed by a previous agreement, the assignment is considered valid. The debtor will be able to demand compensation from the first creditor in case of violation of contractual terms.

But it should be remembered that an uncoordinated assignment may be declared invalid in a number of cases:

• if the subsequent creditor was aware of the existence of a prohibition on assignment without the consent of the debtor;
• if it concerns non-monetary demands.

Main sections of the agreement

Main part:

The subject of the agreement, the agreement between the credit institution and the debtor, is indicated. The loan amount, conditions, and monthly payments are indicated.

Second part:

• Reflects the agreement between the assignor and the assignee. The agreement must necessarily stipulate that the right of claim is transferred to the assignee on the basis of an agreement concluded between the original credit institution and the debtor.
• New bank details are registered where the monthly payments specified in the loan agreement should be received.
• The next section indicates in what form the right to assign claims is transferred, for a fee or free of charge. As a rule, the payment amount does not exceed 10% of the loan value.
• The consequences of non-compliance by the parties to the agreement and additional conditions that may affect the terms of the agreement, procedures for resolving issues in court, etc. are also indicated.
• At the very end, if the agreement is concluded between individuals, then the full name, passport data, registration and actual place of residence are indicated, and if the agreement is concluded between legal entities, then the name of the organization, current account details, INN, OGRN and other details are indicated.

Such an agreement will be the basis for a legal claim by the assignee of the debt. It is also a guarantee in case of problems or shortcomings during the implementation of the contract.

The concept of assignment and its features

The assignment agreement is used in many areas, but it is not always possible to transfer the right to assign claims, this applies to:

• alimony;
• compensation for damage in monetary terms caused as a result of harm caused to life and health;
• compensation for moral damage;

These obligations relate to “personal obligations” and are not subject to assignment of rights.

It is concluded only when the creditor, having made every effort, was unable to recover the loan amount and interest from the debtor. In this case, the loan agreement is sold, as a rule, for 10-20% of the loan amount or transferred free of charge, after which the debtor is sent a written notification about this.