Sample. Trilateral Debt Transfer Agreement. Debt Transfer Agreement - Tripartite Model

The debt transfer agreement is concluded between the former and the new debtor, if the creditor agrees to this. Use a sample tripartite debt transfer agreement. Such an agreement saves time when making a deal.

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Debt transfer between legal entities consists in the transfer of rights and obligations from the previous debtor under the contract to a new one. The parties draw up an agreement on the transfer of debt according to the general rules of contractual work. But the deal is essentially tripartite: it is possible to change the debtor only with the consent of the creditor. A document is required in which the lender will give this consent. In particular, the creditor has the right to express consent directly in the trilateral debt transfer agreement, you can download a sample document below.

A debt transfer agreement is drawn up according to the general rules for contracts

The law allows the debtor company to transfer the scope of contractual rights and obligations to another company. When concluding a transaction between the former and the new debtor, they rely on the following norms:

1. A debt transfer agreement is concluded in the same form as the main agreement. If the main agreement was signed in simple writing, the translation agreement is drawn up in the same way. If the original agreement was notarized, the translation agreement must also be notarized.
2. The parties to the transaction must obtain the consent of the creditor for the transfer of obligations.
3. The agreement between the debtors is registered if the main agreement was subject to state registration.

In addition, general contractual rules apply:

1. In the terms of a tripartite debt transfer agreement, it is necessary to indicate the subject of the transaction and the amount of the debt.
2. The contract must include the conditions for a counter grant, since it usually has a compensatory nature (clause 3 of article 423 of the Civil Code of the Russian Federation).

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The lender agrees to the transaction as a party to a tripartite debt transfer agreement

A necessary condition for concluding an agreement on the transfer of debt is the consent of the creditor to the transaction (clause 1 of article 391 of the Civil Code of the Russian Federation). However, the law did not define a special form for obtaining this consent. The creditor has the right to express it:

1. In a special letter that he sends to both debtors ().
2. In both copies of the contract between the former and the future debtor: write the word "agreed" or another with the same meaning, sign the document and put a seal, if any ().
3. Directly in a tripartite agreement on the transfer of debt between legal entities ().

There are benefits to the past and future debtor for the creditor to enter into a tripartite debt transfer agreement. First of all, this means that the lender will subsequently not be able to declare that he was only notified of the transfer, but did not agree to the transaction. The party of the creditor is included in the agreement on an equal basis with the rest. The creditor company appears in the section on the subject of the transaction, and its details are indicated at the end of the document.

In addition, it is more convenient to certify and register such an agreement. All the necessary information about the participation of the creditor is reflected in the text of the document. This will save you some time.

When transferring a debt between legal entities, the creditor signs a tripartite document on an equal basis with the debtors

The law does not impose special requirements for the execution of the contract if it is signed not only by the debtors among themselves, but also by the creditor. In relation to such a document, the general rules for drawing up and signing contracts apply. Let's take a closer look at what needs to be included in a debt transfer agreement if it is concluded between three parties:

1. In the subject of the agreement, accurately reflect what kind of obligation and to what extent is transferred under the agreement. Make a reference to the main contract that gave rise to the obligation. In addition to the contract, documents will be required that confirm the relevance of the obligation - invoices, acts, etc.
2. In the section on the subject of the transaction, indicate who is the obligee of the obligation. Include a clause stating that the creditor company agrees to the transfer of debt.
3. Indicate the amount of debt and the deadline for the fulfillment of the obligation.
4. Indicate what kind of counter-provision the new debtor receives from the previous one under a tripartite debt transfer agreement.

The sample tripartite debt transfer agreement lacks most of the sections that would be included in a regular contract. The document reflects those sections and conditions, without the introduction of which the agreement will not be valid. Companies may, at their discretion, add other sections to the text of the agreement.

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Attached files

• Sample Tripartite Debt Transfer Agreement.docx

To change the composition of the parties to the main obligation, a debt transfer agreement is concluded. That is, the duties themselves do not cease to be effective. The debtor is changing. But subject to the conditions for the form, content and procedure for concluding an agreement on the transfer of debt.

The example and recommendations below will help to draw up a document correctly, taking into account the nuances of the main contract. Additional questions can be asked to the duty lawyer of the site. Other ways of settling the existing debt can be found in the "Agreements" section (about, etc.).

Example of a Debt Transfer Agreement

Debt transfer agreement

Petrosukhov Pavel Borisovich, born on 05/11/1972, passport of a citizen of the Russian Federation series 25 43 number 798564, issued by the TOM of the Zheleznodorozhny district of Vorkuta, registration address: Novorossiysk, st. Vyatkina, d. 87, hereinafter referred to as the "Initial debtor", and

Limited Liability Company "Triada", OGRN 4687464254, represented by the director Dobrynin Igor Sergeevich, acting on the basis of the Charter, hereinafter referred to as the "New Debtor", collectively referred to as the "Parties", have entered into this agreement as follows:

1. By agreement of the Parties, the obligation of the Initial Debtor to pay the debt in the amount of 150,000 rubles is transferred to the New Debtor. and interest for the use of funds in the amount of 17,000 rubles. (total debt 167,000 rubles) in accordance with the loan agreement between LLC Rodion and Pavel Borisovich Petrosukhov No. 4-З dated January 11, 2018.
2. At the time of signing this agreement, the debt of the Initial Debtor to the Lender is 167,000 rubles, which is confirmed by No. 6 dated 09/10/2018.
3. The original debtor transfers at the conclusion of this agreement to the New debtor according to the documents related to the fulfillment of the obligation under the contract, namely the loan agreement No. 4-З dated January 11, 2018.
4. The Initial Debtor undertakes, at the request of the New Debtor, to transfer to him all the necessary information related to the performance of the obligation under the contract.
5. The Lender's preliminary consent to transfer the debt was obtained in writing on September 10, 2018 and is an integral part of this agreement.
6. The original debtor undertakes to notify the Lender in writing of the completed transfer of the debt by sending a notification within 5 working days from the date of this agreement.
7. All disputes and disagreements between the Parties are resolved through negotiations. If it is impossible to settle disputes and disagreements through negotiations, the dispute shall be resolved in court in accordance with the current legislation of the Russian Federation.
8. This agreement comes into force from the moment it is signed by the Parties and is valid until they fully fulfill their obligations.
9. The Agreement is made in 3 copies - one for each Party and one for the Lender.
10. Details and signatures:

Original debtor

Petrosukhov Pavel Borisovich, born on 05/11/1972, passport of a citizen of the Russian Federation series 25 43 number 798564, issued by the TOM of the Zheleznodorozhny district of Vorkuta, registration address: Novorossiysk, st. Vyatkina, 87

P.B. Petrosukhov

New debtor

LLC "Triada", OGRN 4687464254, INN 498796546 address: Russia, Penza region, Penza, st. Leningradskaya, 19

Director I.S. Dobrynin

Who enters into a debt transfer agreement

An analysis of the underlying obligation will help identify the parties who enter into a debt transfer agreement. As a general rule, the document is signed between the original debtor and the new debtor. In this case, the creditor is not a party, but expresses only a written consent to the transfer of the debt.

However, if the main obligation is associated with the implementation of entrepreneurial activities by its parties, then the Civil Code of the Russian Federation allows the conclusion of such an agreement by the creditor and the new debtor. And in this case, consider:

- the original debtor may continue to be liable to the creditor. Moreover, by default it will be solidary (joint). And only with a direct indication in the contract can it be subsidiary (in part).

- the original debtor is released from liability to the creditor only with a direct indication of such a circumstance in the text of the agreement.

- the new debtor who fulfills the obligation becomes the creditor in relation to the original debtor, unless otherwise specified in the text of the agreement.

Lender in Debt Transfer Agreement

In the form of a separate document (of course, drawn up in writing) or by signing a debt transfer agreement (at the bottom of the page indicating the consent).

The lender can also issue a preliminary consent. In this case, the debtor sends a notification about the transfer of the debt (whether the new debtor or the previous one draws up such a document is better to fix in the text of the document).

If the lender's consent is not properly executed, the agreement will be considered null and void. And you do not need to go to court with. You can immediately with a claim (subject to compliance). The consent of the creditor is not required if the transfer of the debt is carried out by virtue of the law (inheritance, reorganization, etc.)

Form and content of the debt transfer agreement

Written form is mandatory for this type of agreement. If the main contract, on the basis of which the debt arose, was subject to notarization or state registration, the transfer of the debt is drawn up in the same way.

The debt can be transferred in full, or it can be partially transferred, including only y and other sanctions. Debt itself is not necessarily cash. It is possible to translate and commit to perform certain work, deliver goods, etc. (only not very personal debts).

A popular question is the price of the transfer of debt. Indeed, as a general rule, any contract in civil law is assumed to be compensated. Even if there is no price in the agreement, it is determined by the cost of the debt.

If the main obligation was secured by a pledge, surety and other means, and the original debtor, in accordance with the terms of the debt transfer agreement, is released from liability to the creditor, such security is terminated (according to the general rule, from which, of course, there may be exceptions).

As a rule, the debt is transferred in full, but the law also allows the transfer of debt between legal entities in part. It is also possible to transfer one interest or a penalty if such conditions suit the lender.

How to approve the transfer of debt between legal entities

Debt can be transferred only with the consent of the creditor. Otherwise, the court will declare the contract invalid.

The lender can approve the transfer of debt between legal entities in one of four ways.

1. Include consent for the transfer of debt between legal entities in the agreement with the debtor in advance.

The document reflects the details of the agreement, the amount transferred to the debt, information about the parties to the agreement. Such consent is justified only if the new debtor is a reliable company.

2. Address the letter to the debtor. There is no single template. The Civil Code of the Russian Federation provides only that it must be written. Such notice can be presented to the court as evidence if the debtor does not pay. There is also a drawback - an incorrectly executed document is easily contested in court.

3. Put a mark “agreed” on the bilateral agreement between the debtors. After familiarization with the document, a mark is put on it, the signature of the head and the seal of the creditor company.

This is a reliable way if the conditions are met: the consent mark was affixed by an authorized person and certified by his signature and the seal of the organization. The date is also put and the name of the creditor is indicated. Otherwise, the debtor will be able to challenge the creditor's consent in court.

4. Sign a tripartite agreement for the transfer of debt between legal entities.

Three parties will take part in its preparation: the creditor, the original and the new debtors. A well-written document reduces the risk for all parties to the agreement.

A tripartite agreement on the transfer of debt between legal entities must contain:

• the specific obligation under which the debt is transferred (purchase of equipment, work performed);
• references to the periods of debt arising, indicating the dates and numbers of contracts, invoices, invoices and other documents that allow you to determine the moment and grounds for the obligation;
• reflection of the details of the transaction, due to which debts appeared and in which the debtor will be replaced (for example, the delivery of goods);
• the amount of the transfer of debt between legal entities;
• information about the parties to the agreement;
• requisites.

What to do when transferring debt between legal entities

Changing the debtor can be a good deal for the creditor, but it also carries risks.

A common scheme of deceiving the creditor, when legal entities agree on the transfer of debt, but are not going to pay.

The lender's consent is taken to transfer the debt between legal entities, and immediately after that the old debtor goes bankrupt or withdraws the funds. The new debtor goes to court to declare the transaction not concluded. If he wins the case, then the creditor will lose the opportunity to return the money.

The counterparty can also transfer debt to a company that has no assets or they are illiquid and of low quality.

In practice, there are cases when the debt is transferred to fly-by-night firms if the creditor does not exercise due diligence. Therefore, demand proof of solvency from a third party: account statements, information about property and accounts receivable.

An LLC with a minimum authorized capital and no turnover on accounts is an unreliable debtor. Do not transfer debt to a firm that has no assets.

Also, the lender can insure against such risks if he includes a clause on subsidiary liability in the contract.

A debt transfer agreement between legal entities can only be compensated. Any gratuitous transfer of debt will be invalidated. Therefore, I recommend that you approve in the agreement the form and procedure for compensation that the new debtor will receive from the old one for accepting the obligation. This can be either paying a fee or receiving some property.

When transferring a debt, the debtor changes in all obligations, including penalty interest and liquidated damages. The obligation must be carried forward while maintaining the security and objections related to the debt.

Practitioner tells

Pavel Smirnov, Head of the Legal Department, UralDorTechnologii Group of Companies, Yekaterinburg

We have signed a contract for the supply of bitumen with OOO Bezbashbitum. We had to pay a million rubles when the supplier changed the bank and began the liquidation procedure.

Suddenly, the arbitration court received a claim against us from a certain Kapneft LLC. It turned out that this company acquired our debt under an assignment agreement. However, a clause was spelled out in the supply agreement prohibiting the transfer of debt to third legal entities without our consent. We did not give such consent.

In any case, we did not want to pay Kapneft in order to avoid friction with the Federal Tax Service Inspectorate, since this could be considered a scheme. However, the court ruled to recover the debt from us, despite the violation of the terms of the agreement by the old and new creditors.

Then we filed a separate claim to invalidate the assignment agreement and won the case. The creditors had to return the money to us, renegotiate debt assignment agreements, re-plan the settlements, waste time and effort. Due to the illegal transfer of debt, the new creditor suffered losses.

Practitioner tells

Elena Vorobeichuk, Chief Financial Officer, SVN Management Company, Moscow

The Civil Code of the Russian Federation does not say how to formalize the payment of a debt by a third party.

We apply the following scheme.

The counterparty sends a letter to his contractor asking him to pay his debt to us.

The debtor, when transferring the debt of our company, indicates in the payment order that this is payment for the debtor company. The lender has no right to refuse the counterparty to receive funds from a third party.

A letter with a request to pay the debt and a note in the payment that it is carried out for another person are required as evidence. This proves the intention of the payer to transfer money to pay off another person's debt.

Without such evidence, the paying company can collect money from the recipient as unjustified enrichment, citing the erroneous payment.

At the same time, the debtor also risks: his obligation has not been fulfilled, which means that he will have to pay himself with a penalty for delay.

A Tripartite Debt Transfer Agreement is a document that confirms the fact that obligations to repay a debt are transferred from one organization to another. At the same time, three parties will sign the agreement: the creditor, the former debtor and the organization that assumes responsibility for paying the debt.

FILES 2 files

Classification

According to the subject composition, treaties can be subdivided into bilateral, trilateral, quadripartite, etc. Naturally, the first variety is the most common. But trilateral agreements are not uncommon in our time.

The legal requirements for the form of such an agreement, as a type of standard agreement, are established in paragraph 4 of Art. 391, art. 389 h. 1 of the Civil Code of the Russian Federation.

Of course, in some cases, it can be difficult for three parties to come to a compromise at once. But in a number of situations, the transfer of debt obligations from one company to another is the most optimal solution for everyone.

Moreover, it is important to keep in mind that the transfer of debt is regulated by Article 391 of the Civil Code of the Russian Federation, and the change of the creditor is regulated by Article 382.

Invalidity of a tripartite debt transfer agreement

The agreement may be declared invalid in court for the following reasons:

• It is signed by a minor.
• The agreement was concluded with bankrupt organizations.
• If the text of the agreement does not specify the possibility of the debtor's speech. According to article 392 of the Civil Code of the Russian Federation, the debtor has the right to discuss the terms of debt repayment with the creditor. If the contract does not imply this, then it may be invalidated.

Form of contract

Article 389 of the Civil Code clearly indicates that the form of a newly formed tripartite agreement should be exactly the same as that of the original agreement between the debtor and the creditor. That is, if a notary was present at the issuance of a loan and certified the contract with his signature, then in the second case this procedure will be mandatory. Otherwise, the agreement may be invalidated.

Lender's consent

A debt from one debtor to another cannot be transferred without the consent of the creditor. This is clearly spelled out in the existing legislation. The lender runs the risk of increasing his risks of non-payment of the debt, so he has the right to know who will owe him at any given time.

Banking organizations, when concluding this kind of paper, in most cases agree to all the conditions that are announced by the debtor. After all, their reputation and possible legal costs are at stake. The debtor's rights cannot be ignored.

Elements of the agreement

The transaction is made only if all three parties agree with its terms. The paper is made up of several parts. This is:

• Details of the document. Indicate the date of signing, number, full name.
• The ascertaining part. List of parties.
• Subject of the agreement. The general points of the agreement are disclosed by points.
• Rights and obligations of the parties to the agreement.
• Responsibility.
• The term of the agreement.
• Dispute resolution.
• Legal addresses and signatures of each of the three parties.

Each of the parts is disclosed in detail, all possible scenarios are prescribed. If necessary, each party engages competent lawyers to insure the fulfillment of their own interests. When listing the parties, the full name of the representative of each party is indicated. It is also necessary to indicate the documentation according to which each of the employees has the right to sign such agreements.

Subject of the contract

The first point in the document should indicate the amount of the transferred debt obligations. Here, a column is provided for referring to the contract, according to which the debt arose. Be sure to indicate the number and date.

The total amount (at the general discretion) includes additional payments, penalties, interest, penalties, a deposit and other payments stipulated by the previous agreement.

Rights and obligations

The attached sample paper lists:

• Obligations of the old debtor to transfer all documentation that indicates the existence of debt to the new debtor.
• The term for the payment of the specified amount by the new debtor.
• The rights of the new debtor to bring claims to the creditor under the terms of the agreement.

Responsibility

In the contract for insurance of the creditor, the condition is usually prescribed that if the new debtor does not cope with the fulfillment of the transferred debt obligations, then the former bears some responsibility for this. He can take back the debt, etc.

An important nuance: if the obligations to pay the debt are spelled out, but the amount (amount) is not, then such an agreement is considered invalid.

Validity

The exact date from which the agreement comes into force is indicated. Usually this period is the moment of signing. But there are also exceptions to the rule. Also, in this place of the document, it is necessary to mention that in case of non-fulfillment of the conditions by the new debtor, the agreement is automatically terminated and the debt obligations are transferred to the former debtor. Moreover, the previous agreement will be in effect.

Alternative option

There are times when it is more convenient at the initial stage to conclude a bilateral agreement between the old and the new debtor, and then secure the consent of the creditor. Then one of the conditions for the entry into force of the agreement will be the signing of the consent by the lender.

Shelf life

A tripartite debt transfer agreement is drawn up in at least three copies. They remain in storage with each of the parties. This will allow to respect the interests of each of the parties and to prove the existence of the document in possible litigation.

The storage time of this paper will depend on the date on which the promissory note was repaid, that is, when the agreement ceased to be valid. And from this number it is necessary to count three years. For example, if payments were made within 5 years and the debt was completely closed, then the document can be destroyed in 8 years. Naturally, this process must be accompanied by the creation of a commission and the drawing up of an act of destruction. The minimum storage time is 5 years.

10/28/2018, Sasha Bukashka

A tripartite debt transfer agreement is a special type of formal agreement under which obligations to pay a debt are transferred from a new debtor to another. Moreover, such a contract is concluded between three parties: the creditor, the old and new debtors. In the article, we will tell you how such a document is drawn up. The Form and Sample Debt Transfer Agreement (tripartite) can be downloaded at the end of the article.

The essence of the problem

Not always an organization, an entrepreneur or an individual can fully fulfill their debt obligations. For example, to compensate for damage, complete work, deliver goods, repay debts and loans. As a result, the person has a debt. Which, after a certain period of time, may or may not be resold to collection agencies.

However, there is another option for solving this problem: to conclude a debt transfer agreement (a tripartite sample is presented below). What does it mean? Such a paper means that the main debtor transfers the obligation to pay the existing debt to another organization, individual entrepreneur or individual.

Form and document requirements

There is no unified form of debt transfer agreement. However, such an agreement must be concluded exactly in the format in which the original contract was drawn up. That is, the one for which the initial occurrence of accounts payable occurred. For example, if the original agreement was certified by a notary, then the new tripartite agreement will also have to be certified by the notary's office.

First of all, it should be borne in mind that the transfer of debt is regulated, but the change of the creditor is. Moreover, the legislators have approved a number of conditions under which the contract will be declared null and void. These include:

1. One of the three persons who signed the document is a minor and / or incapacitated.
2. The agreement was concluded with a company at the stage of bankruptcy.
3. The text of the document does not indicate the debtor's right to discuss the procedure for compensation with creditors.

Article 392 of the Civil Code of the Russian Federation provides for a prerequisite: the debtor has the right to speak out, that is, to negotiate with the creditor the terms of repayment of the resulting debts, otherwise the contract may be invalidated.

IMPORTANT! It is impossible to transfer the debt without the consent of the creditor. Such norms are provided for in the current legislation. The conditions are secured by the fact that when the debtor changes, the creditor runs the risk of not getting the money back at all. Therefore, he has every right to know who will become the assignee of the obligations, assess his financial position and decide whether to agree or not.

Mandatory elements of the agreement

The current sample debt transfer agreement (tripartite) must adhere to the following structure:

1. ... This is the header of the contract, in which the following information must be indicated: the full name of the document, the date, time and place of its preparation and signing.
2. The ascertaining part of the agreement. This is an introduction, in which it is necessary to list all the parties involved in the execution of the transaction. In simple words, in this part, list the parties: the creditor, the debtor and the new debtor. Indicate the full name of the organization or individual entrepreneur, as well as the position and full name. a manager or an individual.
3. Subject of the agreement. This is one of the main elements of the document. In this part, the general provisions of the contract are prescribed in as much detail as possible. These provisions include: the amount of the debt, the document-basis (the initial contract, according to which a new sample of the contract for the assignment of the right to claim the debt (tripartite) is drawn up), its number and date. It is permissible in this paragraph to prescribe information on penalties, fines, penalties and other payments under the agreement.

IMPORTANT! If the agreement does not contain the amount of debt obligations, then the document is declared null and void. In other words, it is impossible to indicate the obligation to pay, but not to indicate how much. Both conditions must be specified.

1. The rights and obligations of the participants. Write in as much detail as possible who and what should be done under the terms of the contract. Pay special attention to the deadline for the payment of the debt by the new debtor, the procedure for transferring documentation to the old debtor and other features.
2. Responsibility of the parties. It is necessary to register in the agreement what responsibility each of the parties to the transaction assumes, which will occur if the terms of the contract are violated.
3. Document validity period. Write down the date from which the contract comes into force, for example, from the moment of signing. Also indicate the deadline or conditions for completion. termination of the contract.
4. Settlement of disputes. This item is optional. So, in its absence, all disputes, claims and disagreements between the parties will be resolved in the manner prescribed by law. However, if the resolution of conflicts requires compliance with certain conditions, requirements, rules, then they must be listed.
5. Details and signatures. Here you should indicate the legal addresses, registration information (TIN, KPP, PSRN), also indicate contact numbers, e-mail addresses. Now the parties can affix their own handwritten signatures and certify the document with seals (if any).

Form of the contract for the assignment of the right to claim a debt

Completed sample debt transfer agreement