Assignment agreement between legal entities. The assignment agreement is ...

A gratuitous assignment agreement allows you to solve a number of problems that a creditor and a debtor have encountered. For example, there is a certain financial organization that for a fee transfers the rights to a debt to another person. Most often, they are a debt collection company. As a rule, the cost of such a transaction is slightly inferior to the total amount that is required to be returned. After the conclusion of this agreement, the company that acquired the rights begins to put pressure on the debtor by any means available (sometimes far from legal). The amount of funds received after this is a benefit, since it differs from the money that was paid for the very transfer of such an opportunity.

What it is?

Assignment agreement is a document that is signed by two persons (legal or physical) that certain rights that exist on one side are transferred to the other. Typically, such agreements relate to credit operations, but many other options are possible. The conclusion of the assignment agreement implies both partial and complete transfer of rights, which will be described in more detail below. In addition, in some cases, such actions may be considered a violation of applicable law, and in other situations the consent of a third, interested person will be required. Although most often it is, at best, simply informed, and at worst, not informed at all, which can also be considered a mistake. True, in many situations, the company may ignore the need to send letters with information about the transfer of rights, but not if it is expressly indicated in the underlying contract.

Limitations

The assignment agreement of the Civil Code of the Russian Federation does not limit legal entities, however, an ordinary person has certain rights that cannot be transferred to a company, another citizen, or anyone, in principle, under any circumstances. Such features include alimony, health benefits, and so on. Among other things, in any agreement that is initially signed between the future debtor and the creditor, there may be a clause prohibiting the transfer of rights in categorical form. Alternatively, certain conditions may be implied, in the event of which such an opportunity still arises. The assignment agreement between legal entities in the vast majority of cases does not have such restrictions, since they themselves cannot be recipients of the above payments. That is, in this case, there should not be any problems, provided that all the papers are signed and drawn up in accordance with applicable law.

Interaction of legal entities

In some situations, the need for a change in obligations may arise, in which case the rights of claim will have to be ceded . For example, a previously existing lender cedes the right to a certain amount of funds to another company. In such a situation, the debtor no longer owes anything to the first person and owes it to the second. You can arrange everything correctly using the assignment agreement. This is currently the easiest and most understandable tool used by various enterprises or people to transfer rights. In general, most often, if the question concerns a third party (the same debtor, for example), no one is required to inform him of the conclusion of such a transaction. And even more so, he does not need to ask permission for this (unless otherwise specified in the contract). Nevertheless, it is nevertheless recommended to send a corresponding notification letter, since otherwise various problems may arise, which can be avoided very easily.

Individual Interaction

The assignment agreement between individuals is much less common than between legal entities. And he also usually deals with certain debts. However, in essence, the object specified in the contract may be any rights. Naturally, except for those that are prohibited to transmit by law. It should be remembered that this document must be compiled exclusively correctly, in forms that can be easily found on the Internet. Also, be sure to consider the actual existence of the right. It is impossible to transfer that which is not property to one degree or another. But not all can be conceded, but only part of the rights, which is convenient in certain situations.

Design Features

There is one basic requirement that is simply required to be taken into account in order to correctly conclude an assignment agreement. The Civil Code of the Russian Federation is unambiguous in this regard. It is necessary to draw up a document strictly in the form in which the basic, initial contract was originally drawn up, according to which the rights arose. There may be many options here, but all of them, in general, are quite similar. For example, there is a loan agreement that was executed in writing. If it was not certified by a notary, then the debt assignment agreement does not have to be borne to him. In some situations, the core document also required registration. This happens infrequently, but it does happen. This automatically requires the transfer of ownership to also be registered.

Alert

As mentioned above, no one is obligated to inform the debtor. However, there are always exceptions to the general rule. For example, in the basic contract there was a clause according to which the creditor has no right to do anything without notifying the debtor. It may not directly relate to such a document as an assignment agreement. This is not a reason to ignore part of the agreement. In fact, with a certain approach, such actions can even be classified as a reason for the termination of agreements unilaterally. On the one hand, such a clause may be in the hands of the creditor, since it does not allow the debtor to do anything that would deprive the organization of the right to debt. On the other hand, with the wrong approach to the process of transferring debt, it can seriously harm the company. Among other things, some types of documents may contain such items that imply the possibility of such actions only and exclusively with the consent of the debtor. In this case, even a tripartite agreement may be necessary .

Full or partial transfer of rights

Earlier it was said that there is an opportunity to give only part of the rights. This is one of the main features that the assignment agreement has. The Russian Federation, Belarus and other republics do not differ in terms of legislation on this item. The bottom line is that a person can only give special rights, but not transfer them completely. The simplest example, again, concerns the lending system. A man made a loan from a financial institution. After some time, this company had a need to give the rights to another person, but not in whole, but only in part. An assignment agreement is concluded between legal entities, within the framework of which it is clearly stipulated what exactly was transferred and what was not. This can be both the basis of the transaction and preliminary agreements. For example, a company gives the right to the amount of debt itself, but reserves the right to receive interest. Or vice versa. As an option, this may become a kind of advance. That is, when one party fully fulfills its obligations, only then the rest of the right will be transferred in full. And in another case, no one plans to give them up, as the parties to the transaction agreed in advance, even before signing the document.

Assignment Agreement: Postings

A separate problem is the reflection of all the above assignments of rights in accounting. For simplicity, an example of a similar situation will be given immediately with a description of the required actions. So, there is a certain company “M” that sold the goods (in this case, we will take printing products) for a total amount of 251,000 rubles. The VAT amounted to 38,228 rubles, and the cost of production equals 155 thousand rubles. On the first of July, the company “M” transfers the rights to the debt of the organization “T”, but not just like that, but for a fixed amount of 210 thousand rubles, including VAT - 32,034 rubles. On the 15th day of the same month, money was transferred to the account of the company “M”. Below is a table of the actions that an accountant should take.

In general, it is not very difficult to correctly reflect the assignment agreement, the postings on which are indicated above. However, for the first time, problems and misunderstandings may arise, so it is recommended that you first evaluate all possible problems and use similar examples. Further, the situation is worth considering from the opposite side, from the point of view of the T company.

The accounting table of the company "T"

In this case, the actions are slightly less and they are more understandable. As you can see, the first company “M” received losses instead of income, and the second - profit. But the situation is not as straightforward as it may seem right away. The first company might not be able to demand money from the debtor as quickly and efficiently as the company “T”. As a result, instead of a not too big loss, she could not get anything at all. That is, the costs would be much higher with a controversial end result.

Features of termination of the contract

In accordance with existing jurisprudence, the assignment agreement is rarely terminated. This is due to the fact that in the vast majority of cases, the requirements to terminate a document come from the person to whom the rights were transferred. For example, there is a certain debtor whose loan right was assigned to another organization. After some time, the debt was repaid, but its total amount was significantly less than what was indicated in the document. According to the results of the checks, it turned out that even before the assignment assignment agreement was concluded, the debtor paid most of the loan to the organization, which at that time still had the right to these funds. But in the process of processing the transaction, such information was not announced. As a result, the loan is fully repaid and there is no point in terminating the contract. But the fact that the obligations of one of the parties were not fully fulfilled already makes it possible to achieve their goal in a judicial proceeding. Among other things, such a document may be terminated by a mutual decision of both parties, due to incorrect execution or if it was drawn up contrary to the current legislation. Another valid termination option may be based on small legal nuances that have not been taken into account by either side. This is a rare case, especially since not every lawyer can use them, even if he can find one.

In terms of legislation

Clause No. 1 of Article 382 of the Civil Code of the Russian Federation implies that the right, as such, may be transferred to another person. An exception is the transfer of recourse claims. At the same time, Article 383 also imposes restrictions on the implementation of such actions with those rights that are directly related to this individual. An example of this is child support. Articles 365 and 387 indicate how and in which situations the assignment of rights may be made. The information in all these legislative documents is presented quite a lot, however, in order to better understand the issue, it is recommended to study them very carefully. In addition, in some cases other types of laws may be needed, but much already depends on the specific situation. For example, when working with real estate there will be some problems, and when lending - completely different.

Brief summary

As it becomes clear from all of the above, the assignment agreement is a special tool that allows you to freely exchange almost any rights that are present in one or another person. By analogy with similar documents of a different type, it may or may not require registration, notarization, and so on. Naturally, there are certain forms that should also be followed. In general, the assignment of cession rights is inherently simple. In addition to certain requirements that must be taken into account, there is nothing special about it. The main thing is to understand the general principle, idea and the very essence of such agreements, what they serve for, when they are used and what is the point of transferring rights to other persons or organizations.