It was created to transfer to another person the possibility and official right to demand from the debtor the fulfillment of his obligations. Simply put, an assignment agreement is an assignment of the rights to claim, without the consent of the official.

In the article you will find a sample for download, as well as the necessary information on drawing up, terminating the contract and much more.

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Clauses and sample contract

The contract consists of the following items:

1. A header that lists all parties to the agreement.
2. Clause 1. Subject of the contract.
3. Clause 2. Obligations and rights of participants.
4. Item 3. Amount of debt.
5. Clause 4. Responsibility of participants.
6. Item 5. Final Provisions.
7. Item 6. Requisites.
8. Signatures and seals of the parties.

Sample tripartite assignment agreement between legal entities and individuals in .doc format (Word)

Civil Law Framework

The tripartite assignment agreement is carried out on the basis of the 1st paragraph of the 24th chapter of the Civil Code of the Russian Federation. This chapter deals with the assignment of rights, which are described in articles 382-390, and the transfer of official obligations in articles 391 and 392.

The parties to the agreement are:

1. Debtor- a person who undertakes to fulfill official obligations under the contract.
2. Assignor, which is the first owner of obligations, transferring the right to claim.
3. Assignee- a person who receives from the assignor the right to demand the return of the debt from the debtor.

Enterprises or individuals may be represented as creditors (assignors or assignees). If the debtor has fulfilled all the conditions of the agreement and settled with the first creditor, then the new creditor (assignee) does not have the opportunity to demand what has already been done. For this reason, the assignee needs to ask the assignor to inform the debtor of the assignment agreement.

Depending on the parties to the contract, they are divided into several types:

1. The process of assignment of official obligations between legal entities. One of the most popular cases of transfer of such rights of claim is the transformation of a legal entity. In this situation, in fact, the enterprise remains the same, only the name of the debtor is changed. Note! Since the cession document is binding, it must be stamped on each side.
2. Assignment agreement drawn up between individuals. Examples of such agreements include: assistance in obtaining a loan, the division of acquired property in the event of a divorce of a married couple, the transfer to fulfill official obligations issued to children by their parents, and others. The main condition for drawing up the contract is the registration of passport data, the specific amount of obligations, the repayment period and possible ways to repay the debt. Note! Unlike an agreement between legal entities, individuals can independently sign such an agreement, without seals and certification by a notary.
3. Transfer of official duties between a legal entity and an individual. This type of debt transfer is often observed in the liquidation or bankruptcy of a company, when the CEO undertakes, as an individual, to fulfill official obligations for all unpaid debts of the enterprise. Such a debt in full and with all the ensuing conditions is transferred to a new payer. Note! The contract is confirmed by the signature and passport information of the individual and the seal of the legal entity.
4. Assignment agreement tripartite. When sending information regarding the concluded contract, there is a possibility that the subject of financial or material claims did not receive notification or ignored it. To avoid such incidents, a tripartite agreement is used as a guarantee, about which the debtor is informed and fully agrees.

The difference between a trilateral treaty and a bilateral treaty

The template assignment agreement is bilateral in nature, since its parties are the assignor and the assignee, who sign a document fixing all the conditions of the transaction between them.

But, in a situation where the debtor's condition was spelled out in the originally drawn up agreement that the assignor is obliged to obtain his consent to transfer the rights of claim, it is necessary to draw up a tripartite assignment agreement.

Note! The main distinguishing feature of a trilateral agreement from a bilateral one is the participation of an official in the agreement.

At the beginning of the contract, namely in its “cap”, it is written who exactly is the debtor, assignor and assignee.

The section also contains the main data about each participant:

1. For individuals: passport data, last name, first name and patronymic.
2. For legal entities: last name, first name, patronymic, position and documents on the basis of which they acted.

Conditions of imprisonment

To draw up a tripartite agreement under different circumstances, an individual list of documents is required.

Note! The main condition for the legal assignment of duties is the first agreement, which was drawn up between the debtor and the creditor.

If an agreement is formed between the buyer and the seller, then in this situation, the main document will be or sale. In addition, an important role is played by all expenditure and receipt invoices, confirming the existence of a debt and an act of reconciliation of mutual settlements.

For an assignment agreement on credit debt in a bank, the main document will be an overdraft with an extract from an account issued in this institution or a loan agreement.

A schedule with payments made, which indicates the exact amount and date of payment, can be additionally attached to the contract.

An assignment agreement may contain, with certain indications:

1. conditions which were not specified in the main contract.
2. Application list in the format of certifying documents and various types of confirmations that relate to acts of acceptance or transfer of title certificates.

Risks

When signing a tripartite cession agreement, special attention should be paid to the following elements:

1. Subject of the contract. The object of any transaction is specific data, for example, the amount of debt, which is supported by relevant evidence and documents.
2. Foundation of the contract. The text must contain a reference to the first copy of the agreement drawn up between the creditor and the debtor.
3. Consent of a new person (creditor or debtor). In addition to the signature or seal, it is allowed to express one's own opinion in a separate document.

Note! For legal entities constituting such an agreement, a mandatory verification of constituent documents is required, which indicate registration in the Unified State Register of Legal Entities.

Incorrect information may contribute to the invalidation of the document. When creating an assignment agreement, first seek the help of a legal specialist who will help you competently and correctly draw up an agreement.

Cancellation or invalidation of the document

The main reasons for terminating or recognizing an assignment agreement as invalid may be different situations:

1. The right to claim does not have supporting documents, which makes it invalid.
2. The official obligation is included in personal debts such as alimony or damages.
3. The contract concerns real estate, which is not registered with Rosreestr.
4. The contract does not state on what basis the relationship of the assignor was built with the debtor.
5. The original agreement did not include the transfer or assignment of any rights to third parties.
6. The right to claim is exercised by the person which does not have a charter of a credit institution.
7. During the specified period, no payment of the reimbursable contract was made. by the creditor.

If such situations are identified, a claim is drawn up to recognize the tripartite cession agreement as invalid in accordance with a specific article of the Civil Code, which is sent to the regional arbitration court. If, according to the law, such an assignment agreement cannot be assigned to third parties, then the court fully or partially satisfies the filed claim.

Reduced solvency, crisis situation, high competition lead to the accumulation of outstanding obligations on the part of the borrower. In this case, the lender loses profit, the ability to return its own assets without additional costs. In legal practice, the procedure for assigning debts is used as a means of returning funds. In this situation, you should find out how a tripartite contract for the assignment of rights of claim and transfer of debt is drawn up and what an approximate sample looks like.

Registration regulations

To settle the relationship, determine the powers of the parties conclude a written agreement. The main condition of any transaction is the timely fulfillment of obligations. The loans received must be repaid on time, materials supplied, services performed on account of prepayment.

In entrepreneurial activity, no one is immune from risks, including a decline in profitability, profitability up to bankruptcy and liquidation. If the debtor has lost the payment function or intentionally evades the fulfillment of the requirements, the creditor has the right to transfer the rights under the contract to another person.

The procedure for the transfer of powers is regulated by Art. 382 of the Civil Code of the Russian Federation. To conclude a new agreement, the personal consent of the defaulter is not required, if the original transaction did not contain a direct prohibition on such actions. A bilateral cession contract is signed only by the old and new claimant, while the debtor also participates in a tripartite contract.

According to legal canons, the original creditor is called the assignor, and the person accepting the debt is called the assignee. The law prohibits the transfer of the right to claim when the obligation is closely related to the person of the creditor. For example, it is impossible to assign alimony, compensation payments for harm caused to the life or health of the counterparty.

Under the terms of the assignment agreement, the debt is transferred from the previous creditor to the new one in full or in part, determined at the discretion of the parties. It is important that all clauses of the old contract are fully valid in relation to the debtor and the assignee. Personal information is transferred, the right to receive a penalty, a fine, interest.

A sample tripartite debt assignment agreement, claims between legal entities can be drawn up by any representative of the parties, taking into account the preferences of all signatories. The nuance of such a transaction is that the debtor does not need to send notifications of the assignment, since he is a direct participant in it.

A tripartite agreement is concluded between the lender, the new owner and the debtor

In this situation, the defaulter will not be able to refuse to fulfill obligations before receiving notification in accordance with Art. 385 of the Civil Code of the Russian Federation. Assignment transfers all documents confirming the debt, including personal information about the borrower. When signing the agreement, the debtor has the right to express wishes, preferences, suggestions. On controversial issues, it is possible to draw up a protocol of disagreements.

The nuances of the agreement

In 2018, Chapter 24 of the Civil Code approves the procedure for concluding an assignment agreement. The event is possible only if it complies with the norms of the current legislation. Despite the fact that the original contract contains a ban on the transfer of debts to third parties, the transaction does not lose its legality and legal force. In this case, the assignor is liable to the defaulter according to the agreement. It is a tripartite contract that is an alternative option to eliminate the likelihood of disputes, discrepancies, problems.

Monetary claims are assigned on the condition that the debtor's encumbrance does not change. For example, it is impossible to transfer a credit debt by cession and further increase the percentage, the size of the penalty. In case of joint and several liability, one of the creditors has the right to transfer the debt to a third party with the consent of other creditors.

If the obligation is of a future nature, at the time of registration of the cession, it is necessary to detail and identify the subject of the transaction as much as possible. In other cases, the claim passes at the moment of occurrence or much later. The assignor is obliged to comply with the conditions prescribed in paragraph 2 of Art. 390 of the Civil Code of the Russian Federation:

• The assignment obligation actually exists.
• The creditor has the right to make such transactions.
• The Party confirms that the debt was not previously transferred to other persons.
• There are no actions that contradict the original contract, which can subsequently lead to a conflict situation.

If the party transferring the debt violates these conditions, hides certain circumstances, the assignee has the right to demand termination of the transaction, return of claims and compensation for losses incurred. A similar situation is formed if the creditor transfers the debt to several persons at the same time. In this case, the participant of the earliest transaction becomes the owner of the debt arrears. If the debtor makes a payment in favor of another counterparty, the responsibility will fall on the assignor.

When concluding a contract, it is important to take into account all the nuances so that there are no questions in the future.

Drawing up a form

As mentioned earlier, a sample tripartite debt assignment agreement can be drawn up by anyone. Practicing attorneys and lawyers are also involved in this procedure. It is a qualified person who is able to prepare a correct template without unnecessary information, as capaciously and accurately as possible. The form can be downloaded on the Internet absolutely free of charge, legal portals and websites provide open access to this information. The final version of the document is submitted for approval and signing.

If the original transaction is concluded in a written, notarial form, the same requirements remain for the assignment agreement. Events requiring state registration are subject to mandatory registration. The moment of transfer of rights and powers is the date of signing the contract by the parties. It is on this day that the accounting department of companies will draw up a posting for the repayment and emergence of debt, respectively.

At the beginning of the contract, the parties to the agreement are prescribed: the assignor, the assignee, the debtor. For individuals, the full name is indicated, for legal entities - the name, name, position of the representative acting by proxy. Further, the subject of the agreement is described in detail: the amount for monetary obligations, cost characteristics for property objects. For example, a loan debt in the amount of 1 million rubles. or real estate worth 5 million rubles.

The next step is to determine the powers and responsibilities of the parties. The assignor undertakes to transfer within the established time limits all documents confirming the debt: the contract, additional agreements, protocols, claims, etc. At the same time, the former creditor transfers all relevant information.

The assignee confirms the obligation to transfer to the assignee a specific amount of money. This part of the contract also contains the procedure for paying off the debt by the defaulter or a link to the application. Next, the parties describe the amount of remuneration for the cession and the procedure for its payment.

As a rule, generalized phrases are described in the liability section of the parties: the violator is brought to justice in accordance with the requirements of Russian legislation. Additionally, the parties to the transaction prescribe on the form the nuances of resolving disputes, settling force majeure circumstances. Be sure to specify from what date and for how long the agreement will be valid.

The final stage of registration of the cession is the indication of the detailed details of the signatories. Authorized representatives of organizations put down their signatures and seals. Individuals who are not engaged in entrepreneurial activities put only a signature.

Additional documents may need to be attached to conclude a contract.

The law and legal aspects do not prohibit counterparties from supplementing the form with the necessary information, data that reflects the real situation of the obligation. Samples of claims, protocols, schedules may be attached to the tripartite debt assignment agreement. As an example, you can use a standard model of a tripartite contract for the assignment of the right to claim an outstanding debt.

Application List

When signing the cession, all three parties provide original documents confirming identity and authority. Copies of passports of individuals, powers of attorney, constituent forms for organizations are attached to the contract. The lender transfers the full set of the original contract, including all agreements, decisions to change the terms of the transaction, payments.

In relation to real estate objects, transport, registration forms and forms confirming the ownership of the person making the transfer are transferred. In addition to the cession agreement, reconciliation acts, repayment schedules, restructuring, protocols of disagreements are attached. The full list of applications is determined by the participants.

Conclusion

A trilateral agreement is the best option for paying off obligations without risks, disputes and problems. The original creditor completely closes the debt, receives a reward. Settlements under the contract are transferred to the new counterparty. The debtor, participating in the transaction, with his own signature confirms his consent, awareness. Therefore, in the future, the number of possible objections and litigation is reduced.

You can learn about the assignment of rights of claim from the video:

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The term "cession" - is of Latin origin and translated into Russian means the concession or transfer of something. In our country, it is most often understood as the transfer of rights to claim obligations to a third party. In simple terms, this is the transfer of the possibility of collecting a debt from to another. For the correct registration of the transfer of rights, it is necessary to conclude an agreement. It can be of several types:

• bilateral
• trilateral

Let us consider in more detail the tripartite cession agreement. In what cases is it concluded, how to draw it up correctly and what features does it have?

When is a tripartite assignment agreement concluded?

A bilateral deal has become more widespread in Russian practice. It involves the participation of only creditors (new and old). At the same time, the person having the debt does not take part in the process of transferring the rights of claim. He is only notified in writing of the replacement of the creditor.

The main need for an assignment arises when the creditor urgently needs to replenish its working capital, and it is not necessary to count on a quick return of receivables. Then he gives his rights to a third party. The Civil Code of the Russian Federation (Chapter 24) provides for the conclusion of a bilateral contract. However, there are times when it is necessary to agree on all the terms between the three parties in a tripartite assignment agreement. When is it needed?

1. If the original transaction involved a ban on the assignment. In this case, consent is required in the form of a signature of a third party, otherwise the transfer of debt to a third party may be declared invalid by the court (Article 382 of the Civil Code of Russia).
2. If the identity of the original creditor is significant (Article 388 of the Civil Code of the Russian Federation). For example, when it comes to the right of the owner of an obligation under a simple partnership agreement, or consensual donation.
3. If the creditor simply wants to insure when transferring his rights of claim. Proper informing of the debtor about the assignment procedure carried out is provided for by law (Article 385 of the Civil Code of Russia). In case of non-compliance with the conditions of informing, the concluded bilateral transaction may be invalidated. When the document on the transfer of rights of claim is signed by three parties, such problems will not arise, since the debtor is a direct participant in the process. So, there is no need to notify him.

The essence of the tripartite cession agreement

The following persons take part in the transaction of the trilateral assignment agreement:

• Assignor- the creditor who negotiated with the debtor initially. The assignor assigns its rights under certain conditions to the assignee. Assignors can be both natural and legal persons.
• Assignee- the person to whom the rights to collect the debt from the borrower are transferred. Most often, collection agencies act as assignees.
• Debtor- a legal or natural person having obligations of a certain nature to the assignor.

1. alimony
2. compensation for moral damage
3. compensation for damage to health and life
4. debts to employees of the organization during the liquidation or reorganization of the enterprise

Drawing up a tripartite agreement

For a tripartite assignment agreement to be valid, it must be correctly drafted and completed. The main feature of the registration of an assignment with the participation of three parties is the presence of a debtor in the transaction.

• At the very beginning of the document, all participants are described, while it is indicated who is the assignor, assignee and debtor. This part is called the preamble.
• The following is a description of the subject of the assignment, that is, the obligations, the rights to which are subject to transfer (the amount of debt, the main conditions of the original loan), are described in detail. New conditions are also indicated here, if any.
• The next paragraph prescribes the rights and obligations of all participants in the assignment
• Be sure to establish liability for non-compliance with the terms of the agreement
• In the final part, ways to resolve possible conflicts are prescribed, special attention is paid to the description of force majeure circumstances.
• The last item contains the details of all participants. For individuals - full name, date of birth, place of residence, contact information, passport details. For legal entities - name, address, TIN, KPP, bank account number, telephone number of the organization, full name of the head or representative

Agreementassignment of rights with3 partiesdrawn up and signed in triplicate, one for each participant. As a rule, a tripartite assignment agreement does not need notarization, to obtain legal force, the signature of all parties to the transaction is sufficient. In case of incorrect drafting, the agreement may be invalidated. It enters into force from the moment of signing, unless otherwise provided by its content.

Features of a three-way deal

The relationship between creditors and debtors is one of the cornerstones of the economy.

An important issue in this area is cession.

A cession is an assignment of a debt. Through the cession agreement, the right to claim the debt is transferred.

It's no secret that debts are different.

Here we recall situations when the creditor in this transaction is counting on the expected funds in order to pay off his obligations.

One of the ways to solve this kind of problems is the cession agreement.

4 types of assignment agreement

In legal practice, the following types of assignment are distinguished:

• between legal entities.

The agreement is widespread in the practice of business entities and most often arises in case of reorganization of one legal entity.

For example, economic relations were established between the two organizations regarding the supply of goods.

The supplier company decided to change the legal form, and at the time when the reconciliation act was drawn up, the supplier had not yet reset the existing balances to zero: he received payment for a consignment of goods, but did not have time to deliver the goods.

D To resolve this situation, the counterparty changes.

The change of legal entity itself is necessarily fixed by an agreement signed by both parties and sealed.

It is less common. The subjects are individuals, and the subject is monetary obligations.

In this form, it is enough just to sign it by both parties.

• Between an individual and a legal entity.

This type is also called a debt transfer.

For example, when the organization is liquidated, and its obligations are transferred to the former head.

• tripartite agreement.

With this form, the creditor changes, but the debtor remains the same, and now he will be liable to the new creditor.

For any contract related to this type, the essential conditions are:

• The possibility of transfer of rights in the original contract- the reality of law. At the same time, the assignor cannot transfer to the assignee more rights and obligations than he had under the contract.
• The right that acts as its subject in the contract, if it does not belong to the sphere of civil law relations, the cession contract will be declared invalid.
• The subject for each contract is determined strictly individually.

The concept of an assignment agreement

A bilateral or trilateral agreement is possible.

The main difference between a trilateral assignment agreement and a bilateral one:

• One of the persons participating in the assignment agreement is an official.

Also for these types of contracts there are characteristic transactions under which they are concluded. For example, tripartite agreements are usually concluded for the assignment of various types of claims.

In the last version, the participants will be:

1. original lender.
2. New lender.
3. Debtor.

Conditions for drawing up an assignment agreement

• The law of the Russian Federation does not oblige to obtain the consent of the debtor when transferring a debt.

An exception is if the original agreement that was concluded between the creditor and the debtor provided for the consent of the latter to transfer the debt, then the agreement will be tripartite.

The original creditor in such a transaction is called assignor, new - assignee.

• In accordance with Article 24 of the Civil Code of the Russian Federation, when transferring the right to claim, it is not allowed to worsen the position of the debtor. The specific type of assignment agreement is not clearly defined by law.
• Important condition- no requirement for compensation in such transactions.

The right to claim is gratuitous and is transferred without any compensation at all.

To recognize the contract as gratuitous, it is not enough that there is no mention of payment in it. This should be stated in the text of the treaty itself.

For example, a bank transfers its right to receive payments on a business loan. This applies to the transfer of rights under securities, bonds.

Some examples of acceptable types of contracts:

1. Contract of sale.
2. donation agreement.

An assignment agreement can also take place without notifying the debtor. This is not against the law.

In such a case, the obligation is extinguished to the original creditor, which is not desirable for the assignee.

The legislation does not determine which types of obligations are assigned by means of an assignment agreement.

• The assignment of the right to claim must take place in the same form in which the original transaction took place.

For example, if we are talking about a real estate transaction, then the state registration of this agreement becomes mandatory.

If the rights of the customer to collect debts from the supplier are assigned there must be a supply contract, as well as an act of reconciliation of payments, which confirms the fact of receipt of payment for a consignment of goods and the absence of the fact of delivery of goods.

For the assignment of a loan agreement - the presence of a clause in the agreement itself stating that such an assignment is possible, as well as payment columns and documents confirming the payments already made.

Sample Tripartite Assignment Agreement

Fill out the agreement in accordance with the instructions for drawing up an assignment agreement.

We will see what sections it consists of, what data is usually indicated in this document. A sample will help complete the document.

Below, download a free sample assignment agreement and act.

Sample document text

Assignment agreement

(Place of conclusion of the contract) (Date)

(Name of the former creditor), which is hereinafter referred to as the "Assignor", represented by (name of its representative), acting on the basis of ...,

(Name of the new creditor), which is hereinafter referred to as the "Assignee", represented by (full name of the representative), who acts on the basis of ...,

(Debtor's name) which is hereinafter referred to as the "Debtor",

represented by (full name of the representative), who acts on the basis of ..., hereinafter referred to as the Parties, have concluded an Agreement on the following:

1. SUBJECT OF THIS AGREEMENT

1.1. This agreement provides that the Assignor transfers the rights of claim to the Assignee, and the latter accepts them under the contract (the date and number of the contract is indicated, which is concluded between the Assignor, on the one hand, and the Debtor, on the other).

1.2. The amount of the claim that is assigned in accordance with this Agreement is (the amount of the transferred claim is indicated).

1. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. According to this agreement, the Assignor undertakes to perform the following:

2.1.1. He must transfer all the necessary documents that serve to certify the rights of claim to the Assignee within (such and such) period from the date of signing this Agreement, namely: (the list of documents on the basis of which the claim arose follows).

2.1.2. The assignor must communicate all the necessary information that is important for the exercise of his rights to the Assignee.

2.2. The assignee undertakes to:

2.2.1. For the transferred rights, pay the Assignor the amount specified in clause 3.1 of this agreement.

2.3. The debtor undertakes to pay the existing debt to the Assignee in accordance with the agreement (the agreement on the basis of which the debt arose) is indicated in the following order: (the order in which he will be obliged to make payments is indicated).

1. AGREEMENT AMOUNT

3.1. For the rights of claim assigned to him by the Assignor, the Assignee pays (the amount of the corresponding payment is indicated).

3.2. (The procedure for making payments on the basis of paragraph 3.1 is indicated).

1. RESPONSIBILITY OF THE PARTIES TO THE CONTRACT

4.1. (It is indicated that the responsibility of the parties to the contract is determined by law).

4.2. The assignor assumes full responsibility for the fact that the transmitted information and documents are reliable; guarantees that all rights of claim assigned by the Assignor to the Assignee will be transferred.

1. FINAL PROVISIONS OF THE AGREEMENT

5.1. The legislation of the Russian Federation determines all issues not directly addressed in this agreement.

5.2. The contract is valid from the moment it was signed.

5.3. This Agreement is made in triplicate, the legal force of which is the same.

1. DETAILS OF THE PARTIES

(This section lists the details of the parties).

Structure of a tripartite assignment agreement

In general cases, an assignment agreement does not differ significantly from ordinary agreements:

1. subject;

According to the cession agreement, the subject is almost any obligation.

For example, when it comes to the assignment of a financial claim, then it will be cash that will appear in the transfer.

In practice, there are also such subjects of assignment agreements as right to use a trademark, the right to an object of industrial property.

1. price and settlement scheme;

It all depends on the subject of the transaction. When it comes to financial requirements, the only task is to reach an agreement on the price.,

if other rights are the subject matter, then an independent assessment is required for them.

1. rights and obligations of the parties, their responsibility;

With this paragraph, everything is quite clear, the agreement meets the interests of several parties - 2-3, and it is important to determine their rights and obligations even at the signing stage in order to avoid disputes.

1. validity;

This defines the period of time during which all conditions are met.

1. other conditions, including details and signatures of the parties.

General provisions for assignment agreements regulating various subtleties of the relationship between the parties.

Why enter into a cession?

Assignment agreement allows legal entities to feel stability in business.

Assignment is also a plus for the assignor, the assignee, and even the debtor, because the new creditor can facilitate existing loan conditions, for example, reduce the interest.

Reasons for concluding a debt claim transfer agreement:

1. The need for money for the successful functioning of the enterprise.

2. Danger of non-payment of the debt by the debtor.

3. Lack of time resources for lawsuits for the recovery of the full debt by the future assignor.

Trilateral assignment agreement between legal entities

This type of agreement is concluded when the creditor cannot be changed without notifying the debtor.

A tripartite agreement is concluded in relation to almost any obligation, but there are a number of restrictions that are observed in order for it to be recognized as valid.

For this, the basis is prescribed in the document, and the annex to it must be documents that confirm the fact that the debtor has obligations to the previous creditor.

• The assigning creditor must provide as much information as possible about the debtor.

If a situation arises that the debtor is not able to meet its obligations, the new creditor may regard this as concealment of information and unjust enrichment.

A number of obligations under which such agreements cannot be concluded:

• Cases where the identity of the debtor and his obligations cannot be separated.

These include, for example, claims for compensation for harm caused to human health, or maintenance obligations.

Sides:

• debtor - a legal entity that has certain obligations, usually monetary;
• assignor - an existing creditor who has decided to assign his rights to collect debt;
• assignee - the new creditor is the one who buys the right of claim.

Download a sample assignment agreement between legal entities.

How to fill out a tripartite agreement between legal entities?

• Such agreements must be in writing.
• The participation of all parties to the new agreement is mandatory.
• All participants in the new agreement are registered.
• The contract is subject to state registration.

Filling order:

In the preamble the data of the original creditor, the data of the debtor and the data of the new creditor are indicated.

The main part states:

• subject of the contract;
• the amount of the claim transferred under the contract;
• obligations of all parties to the contract;
• the responsibility of the parties;
• final provisions, standard for all civil law contracts.

Its main elements are:

1. basic conditions prescribing the subject and details acting between the debtor and the assignor;
2. conditions for entering into a relationship assignor and assignee;
3. describes the form by which the assignment of rights takes place and requirements;
4. standard sets out the rights and obligations of the parties, including the consequences in case of non-compliance with the terms of the agreement;
5. block with details of the parties, signatures and seals.

Tripartite agreement on the assignment of the right to participate in shared construction

Assignment is also used in relations regarding real estate transactions..

Parties to the agreement:

• shareholder (in accordance with the wording of the agreement - assignor);
• developer;
• share purchaser (assignee).

Participation in shared construction imposes a more serious liability than a conventional mortgage or loan obligations, we are talking about the payment of penalties in case of refusal.

If the equity holder purchased housing using a mortgage loan, then the bank will also participate in the assignment agreement.

Terms of agreement

Since its object is the right of ownership of real estate, the essential conditions for it are:

• characteristic real estate object;
• sum;

By the time the cession is concluded, the interest holder can already repay all the debt to the developer, in which case the financial obligations of the assignee arise to the assignor, otherwise the debt will be to the developer;

• information about encumbrances, if any;
• term;
• list of documents for transmission.

Download a sample agreement for the assignment of rights of claim in shared construction.

Sample contract of assignment right to a new apartment

Federal Law No. 214 “On Participation in Shared Construction of Apartment Buildings and Other Real Estate Objects” regulates the real estate assignment agreement.

essence– transfer of the right to claim an apartment in a new building.

The contract in this case is subject to conclusion with the shareholder and corresponds to the original contract between the firm that built the house and the shareholder.

The developer must be notified of the conclusion of the agreement.

Download the developer's notification of the transfer of rights of claim.

How to conclude an agreement?

How to conclude an assignment agreement and carry out their transfer from the assignor to the assignee?

The assignment agreement is concluded in the same way as the original agreement that created the debt.

For example, if the loan agreement was the basis of the debt, then the transfer of claims must be made in the same form.

These are the following three options:

When concluding an agreement, the assignor encloses all documents that are the basis for obtaining a debt and when signing transfer them to the assignee.

All documents required to claim the debt must be submitted.

The text of the agreement must cover the following issues:

1. On the basis of which contract the right to claim debt originally arose;
2. Explanations what is the obligation of the debtor;
3. Fix the list and time frame for the transfer of documents certifying the right of claim, which the assignor is obliged to transfer to the assignee;
4. Any other information relating to the rights to be assigned and of significant importance.

The law does not provide for obtaining the consent of the debtor to transfer the right to claim.

If there is such an opportunity, then it is better to send a notice to the debtor.

If any problems arise due to failure to notify the debtor, the assignee assumes responsibility for them.

An example of this kind of complications is the settlement with the former creditor of the debt already transferred to the assignee.

In this situation, the debtor also has certain rights:

• He can make counterclaims when paying off debt.
• He can dispute the existing debt.

After the conclusion of the transaction on the transfer of rights of claim, the assignor is not interested in such disputes, since they should relate to the assignee.

Of interest is also the display of this transaction in accounting documents.

Tax liabilities

One of the most important responsibilities of both individuals and legal entities is the payment of taxes.

For legal entities in such a situation, taxation consists of income tax and VAT.

Consider VAT. The legislation does not clearly define all the details of this process.

From this point of view, there are:

1. the one who originally transferred the rights of claim to the new creditor;
2. those who participated in subsequent transfers of such rights.

The current practice is that the tax authorities sometimes require the payment of VAT twice:

1. When selling a batch of goods;
2. Upon receipt of payment under the assignment agreement.

It is logical to consider payment under the cession agreement not as additional profit ( when its value does not exceed the value of the goods sold).

The corresponding difference in excess of the amount of payment is considered profit and VAT is paid on it.

Judicial practice in this matter is such that the courts make decisions in favor of taxpayers.

If we consider subsequent transfers of claims, then profit arises when the income from such a transaction exceeds the costs associated with it. From this amount, VAT must be paid.

Here the case was considered when the debt arose in connection with the settlements for the sold consignment of goods.

What kind of postings should be done in accounting?

1. The value of the right to claim on the balance sheet of the assignor is reflected in the debit of account 91 using the following entry:

Debit 91-2 Credit 62 (76) - this indicates a write-off from the balance sheet of the value of the realized right of claim under an assignment agreement.

1. Upon receipt of money from the assignee, the following posting is made:

Debit 51 (50) Credit 76 sub-account "Settlements under the contract of assignment of the right to claim." This posting captures the corresponding receipt of money.

Required documents for the assignment agreement

The assignor must provide the assignee with all documents that:

1. Confirm his right to claim the debt.
2. This right is transferred to the assignee.

The form of conclusion of this contract must be the same as the form of conclusion of the original contract.

The list of documents for each type of cession is individual.

• In some cases, such an agreement requires state registration.
• Sometimes approval from certain third parties is required.

Example such a situation - purchase of an apartment on the basis of an assignment agreement.

• To assign rights under credit obligations, you need a loan agreement between a bank and an individual who received a loan.
• In any agreement on the assignment of rights, additional documents play an important role, for example, acts of reconciliation of mutual settlements between legal entities or receipts for making payments (bank statement) for a loan agreement.

One document is required for any type of cession - this is the initial contract.

The most common list of documents:

1. A document confirming the right of the assignor on the existence of a valid obligation, on the basis of which the right is transferred;
2. Documents confirming the payments made by the debtor: for a loan agreement, a payment schedule is attached, for a supply contract, a reconciliation report.

Recognition of the contract of claim of rights as null and void

Under certain conditions, the contract is declared invalid.

This happens if it does not reflect essential terms of the contract.

• The subject of the contract is the rights of claim that have arisen in the civil law sphere.

For example, in this way you can not transfer the payment of a fine for violation of customs rules.

• The debt in question must be individually determined.
• It is impossible to speak only about the general type of transferred debts. The transferable right of claim must be valid.

Here we are talking about two main conditions of the right to claim:

1. The right to claim takes place in reality and is supported by documents.
2. The right belongs to the assignor legally.

List of grounds for termination:

• If an individual becomes a signing party as a new creditor, and the right is not registered as a legal entity, then such a transaction will be void.

In other words, as a result of signing, a person who does not have a license to carry out credit transactions received the right to claim.

• If in the loan agreement with the bank, the borrower does not give his consent to the possible transfer of rights, then the transaction with the assignment of rights will be void.

The fact that in the original contract between the assignor and the debtor, transfer of rights was not provided, testifies to its nullity.

• Lack of registration.
• The assignee violates the terms of payment.

Conditions for resolving such a situation should be provided;

• The point with the basis for the transfer of rights is not registered.

Foundation is the key. The very existence of a basis is a prerequisite for the emergence of the right of assignment itself;

• There are no documents confirming the right to transfer.

If at least one of the clauses is not suitable for concluding an agreement on the assignment of rights of claim - a claim is filed to declare the contract null and void. The court will rule on the nullity or validity of the contract.

It is possible to remove several inappropriate clauses from the agreement.

Various features of assignment agreements

Consider some specific cases of such contracts.

1. Such agreements are common in the insurance business.

In some situations, the policyholder is interested in obtaining the maximum insurance premium by waiving the rights to the insured property. An example is the insurance of marine cargo or personal vehicles.

1. Another situation is bankruptcy procedure.

An enterprise that finds itself in such a situation does not have sufficient financial resources to fully pay off its obligations. But here it is possible to sell your rights of claim.

We are talking about both debts to a bankrupt enterprise and its debts to creditors.

1. Application assignment agreements in credit relations.

Why is it so? Loans are faced by many people in our country. An important question is whether the bank can transfer their loan debt to some collection agency. If there is such a clause in the contract, then they have the right.

On the other hand, the bank usually concludes standard contracts, so it is quite difficult to influence the situation.

Participation of non-residents in the assignment agreement

What to do if non-residents participate in the assignment agreement?

In this case, the contract of assignment of rights of claims becomes foreign trade.

An appropriate contract card must be drawn up for him.

When concluding an agreement with non-residents, it will be necessary not only to take into account the requirements of the legislation of the Russian Federation, but also the laws of other countries whose representatives participate in the transaction.

Possible risks

In some situations, the conclusion of such an agreement is a reasonable step. However, there are also risks. There are several.

Among them:

1. tax risks.
2. The risk of the contract being declared null and void.
3. The risk of bad faith of the assignor.
4. The risk of default.
5. The risk of the contract being declared null and void due to low compensation.
6. Other risks.

In order to reduce possible risks, it is necessary to carry out the necessary legal preparations when concluding an assignment agreement.

The signing of an agreement on the transfer of rights of claim requires careful legal and tax elaboration of this agreement. In some circumstances, entering into an assignment agreement is an excellent choice.