Assignment of obligations under a work contract. How to properly use the agreement of assignment of rights of claim Agreement of assignment of obligations under the agreement

28.10.2020

The transfer (assignment) of rights of claim can be formalized both by a bilateral agreement and by a trilateral one.
The assignment agreement can be on a reimbursable and gratuitous basis, in any case, it is necessary to clearly prescribe 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 on a gratuitous basis between commercial organizations can be regarded by tax and other inspection bodies as a donation 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 proved. In itself, the discrepancy between the size of the counter grant and the volume of the transferred right (claim) is not yet a basis for recognizing the cession agreement concluded between commercial organizations as null and void, since by virtue of clause 1 of Art.

Assignment agreement for claims - sample

Info

The amount of the Agreement is made within 30 days from the date of this Agreement. 3.3. The assignee has the right to pay the agreed amount ahead of schedule.

Attention

Responsibility of the parties 4.1. For non-performance or improper performance of this Agreement, the parties are responsible in accordance with the current legislation of the Russian Federation. 4.2. The Assignor is responsible for the accuracy of the documents transferred in accordance with this Agreement and guarantees the availability and transfer of all claims assigned to the Assignee.

5. Force majeure 5.1. The parties are exempt from liability for partial or complete failure to fulfill their obligations under this Agreement if this failure was a consequence of force majeure circumstances that arose after the conclusion of this agreement as a result of emergency circumstances that the parties could not foresee or prevent. 5.2.

Agreement on assignment of the right of claim

Of the Agreement, and their consequences continue to operate more, the parties conduct additional negotiations to identify acceptable alternative ways of executing this agreement. CONFIDENTIALITY (Sample Assignment Agreement) 6.1. The terms of this contract and agreements (protocols, etc.) to it are confidential and not subject to disclosure.

Important

The parties take all necessary measures to ensure that their employees and other persons, without the prior consent of the other party, do not inform third parties about the details of this agreement and its annexes. FINAL PROVISIONS (Sample Assignment Agreement) 7.1.

In all other respects that are not provided for by the terms of this Agreement, the parties are guided by the current legislation of the Russian Federation. 7.2.

Assignment agreement

Otherwise, there must be consent to the assignment provided for by the contract

Debt can only be assigned with an unexpired limitation period. To confirm the "reality" of the debt, the new creditor should require the assignor to submit a reconciliation statement.
The original creditor (assignor) is obliged to transfer to the new creditor, together with the right of claim, all the documents that certify it, and provide information relevant to the implementation of the claim (cl.
2 tbsp. 385 of the Civil Code of the Russian Federation).
The assignment of the claim (cession) must be drawn up in the form provided for by the current legislation for the main contract. So, according to Art. 389 of the Civil Code of the Russian Federation, the assignment of a claim based on a transaction made in a simple written or notarial form must be made in the appropriate written (notarial) form.

Assignment agreement (assignment of rights)

Where are the main points and provisions that are mandatory in order to recognize the assignment agreement valid. Assignment agreement (assignment) (Sample assignment agreement) d.
"", Hereinafter referred to as the "Assignor", represented by the person acting on the basis of, on the one hand, and, hereinafter referred to as the "Assignee", represented by the person acting on the basis, on the other hand, have entered into this Agreement on the following: AGREEMENT (Sample Assignment Agreement) 1.1. The Assignor assigns, and the Assignee accepts the rights (claims) in full under the Agreement from ""

N concluded between the Assignor and 1.2. The amount of the claim assigned in accordance with clause 1.1 of this Agreement is () rubles. RIGHTS AND OBLIGATIONS OF THE PARTIES (Sample Assignment Agreement) 2.1.

Debt Assignment Agreement - Sample and Features of Conclusion

Procedural succession in civil proceedings upon assignment of the right of claim (cession).
Challenging the contract of assignment of the right of claim. From judicial practice

Agreement on assignment of rights (cession) d.

Moscow "20" September 2016 Limited Liability Company "Lotos", hereinafter referred to as the "Assignor", represented by Director Leonid Ivanovich Popkov, acting on the basis of the Charter, on the one hand, and Limited Liability Company "Monolit", referred to in hereinafter the "Assignee", represented by the director Ivan Petrovich Pazhin, acting on the basis of the Charter, on the other hand, entered into this Agreement on the following: 1. Subject of the Agreement 1.1.

Assignment agreement: sample

Agreement.

In all other respects that are not expressly provided for by the provisions of this Agreement, the Parties are guided by the norms of the civil legislation of the Russian Federation.
This Agreement is made in two copies of equal legal force, one copy for each Party.

Legal address:
Mailing address:
Phone fax:
INN / KPP:
Checking account:
Bank:
Correspondent account:
Signature:

Assignee

Legal address:
Mailing address:
Phone fax:
INN / KPP:
Checking account:
Bank:
Correspondent account:
Signature:

Download in .doc / .pdf Save this document now. It will come in handy.

Blanker.ru

But until the state registration of the transition to the new creditor of the named rights, the claims made by him based on the ID will not be satisfied (see clause 14 of the resolution of the plenum of the Supreme Arbitration Court of the Russian Federation "On some issues ..." dated 17.02.2011 No. 10). Essential terms of the contract of assignment of rights Civil legislation does not provide for separate requirements for the content of the contract of law, therefore, when drafting it, you can focus on the following plan:

The parties to the agreement are the assignor and the assignee.
The subject of the agreement is an indication that the assignor transfers the right of claim, and the assignee accepts it. The absence in the PP agreement of an indication of the obligation, which included the assigned right, does not always indicate the inconsistency of the subject of the agreement (see clause 12 of the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation "Review of application practice ..." dated October 30, 2007 No. 120, hereinafter - letter No. 120 ).
PP price.

The notice must contain data on the nature of the circumstances, as well as official documents certifying the existence of these circumstances and, if possible, assessing their impact on the party's ability to fulfill its obligations under this Agreement. 5.3. If the party fails to send or does not timely send the notice provided for in clause 5.2 of this Agreement, then it is obliged to compensate the other party for the losses it incurred. 5.4. In the event of the occurrence of the circumstances provided for in clause 5.1 of this Agreement, the period for the party to fulfill its obligations under this Agreement shall be postponed in proportion to the time during which these circumstances and their consequences are valid. 5.5. If the circumstances listed in cl.

Agreement on the assignment of obligations under the agreement sample

Download without registration Attention !!! Read the useful information below to correctly draw up a cash receipt. At the end of the text BONUS for residents of Cheboksary Sample agreement Assignment of the right of claim between legal entities Download the sample "Assignment agreement (assignment of the right of claim) + act and letter of notice" in the format. doc (MS Word) Download the sample "Assignment agreement (assignment of the right of claim) + deed and notification letter" in * .odt format (OpenOffice) Download the sample "Assignment agreement (assignment of the right of claim) + act and notification letter" in format * .pdf (PDF) Ask a lawyer in 1 click Based on Art. 382 of the Civil Code of the Russian Federation, it can be concluded what an assignment agreement (assignment of a claim) is.
Of the Agreement, and their consequences continue to be in force for more than 15 days, the parties conduct additional negotiations to identify acceptable alternative ways of executing this agreement. 6. Final provisions 6.1. In all other respects that are not provided for by the terms of this Agreement, the parties are guided by the current legislation of the Russian Federation. 6.2.

This Agreement comes into force from the date of its signing by the Assignor and the Assignee and is valid until the full fulfillment of obligations under the Agreement dated October 10, 2015 No. 134. 6.3. This Agreement is drawn up in 3 copies having the same legal force, one for each Party and for the Debtor.

Assignment of obligations under the agreement sample

Individualization of the subject of a secondary cession agreement In order to avoid disputes over the non-conclusion of a secondary cession agreement (hereinafter - CC) due to an insufficient degree of individualization of the subject of the contract, the following should be written in the CC agreement:

details of the agreement that served as the basis for the primary assignment agreement (for example, loan agreement, provision of services, etc.);
details of the original assignment agreement (in which the current assignor acted as the assignee).

This option seems to be the most rational, since in the civil legislation, in principle, such a term as secondary cession is not used, and judicial practice is ambiguous. For example, the court assessed the subject of the contract, relying on the submitted base contracts, certifying the right to claim, guided by paragraph 2 of Art. 385 of the Civil Code of the Russian Federation (see.

The transfer of rights and obligations under the contract is governed by the norms of Ch. 24 of the Civil Code on the change of persons in the obligation. We are talking about the transfer of the right of claim by the creditor (that is, the party in favor of which the obligation must be performed) and the transfer of the debt by the debtor (that is, the transfer of the party's obligations to a third party). Both assumes that the original party to the contract ceases to be a party to the contract, and its place is taken by a third party to whom rights or obligations have been transferred.

With regard to the transfer of creditor rights, the Civil Code provides for the following rules that must be borne in mind when drawing up an agreement:

the creditor's right of claim may pass to a third party under a transaction between him and the creditor (assignment of claim) or on the basis of law;
for the transfer of the rights of the creditor, the consent of the debtor is not required, unless otherwise provided by law or contract;
if the debtor is not notified of the transfer of the creditor's rights to a third party, then he has the right to fulfill the obligations to the original creditor;
the assignment of a claim under an obligation in which the identity of the creditor is essential for the debtor is not allowed without the consent of the debtor.

Debt transfer is allowed only with the consent of the creditor (Art. 391 Civil Code).

At first glance, it may seem that the party to the contract, in favor of which the obligation is to be performed, can easily transfer its right of claim without the consent of the other party. However, in reality, this is characteristic only of agreements in the financial sector (loan agreement, loan agreement, financing agreement against the assignment of a monetary claim). In this case, the obligations of the debtor consist in the return of funds to the bank or another creditor who has already fulfilled his obligations to provide a loan and can transfer his right of claim to another person without the consent of the debtor.

In most contracts, the right to claim each of the parties is conditional on its fulfillment of its obligations under the contract. In other words, each party is both a debtor and a creditor. Therefore, its replacement in the contract by another person means not only the transfer of the right of claim, but also the transfer of debt. And this cannot be done without the consent of the other side. That is why business contracts (with the exception of the above contracts in the field of finance) usually provide that the parties are not entitled to transfer their rights and obligations under the contract to a third party without the written consent of the other party to the contract. In a special way, the law also regulates the relations between the parties to the contract, if one of them sells its enterprise (Article 562 of the Civil Code).

From the transfer of the right of claim, one should distinguish the cases, which are often encountered in practice, when a party to the contract gives an order to perform performance not to her, but to a third party. For example, a supplier instructs the buyer to pay for the goods delivered not to him, but to some third organization, to which the supplier has a debt. With regard to monetary obligations, such performance to a third party does not cause problems and does not require the buyer's consent. If the instruction on performance to a third party concerns other obligations, then this may lead to the need to change the terms of the contract.

Suppose, according to the contract, the supplier must ship the goods to the buyer from Tula to Moscow. The buyer gives instructions to ship the goods not to Moscow, but to a third party to Vladivostok. It is obvious that the cost of transporting goods increases significantly, increasing the supplier's costs, which he did not take into account when determining the price of the goods. In this case, the supplier has the right to object to the performance to a third party without prior agreement by the parties on the issue of reimbursement of additional costs in the manner prescribed for the addition and amendment of the terms of the contract.

To prevent disputes that may arise in such a situation, the following clause may be included in the contract.

Each of the parties has the right to give the other party an indication of the fulfillment of the obligation under the Agreement to a third party, provided that

such performance does not entail additional costs and does not create additional obligations for the party performing the obligation. Otherwise, the instruction on performance to a third party requires the written consent of the party on which the performance of the obligation lies.

Change of contract

After the contract is signed by the parties, it becomes the only document governing their relationship. All previous correspondence, negotiations and agreements become invalid if there is no special reference to them in the contract as an integral part of it. Such a provision should be explicitly included in the contract.

Any subsequent additions and changes to the contract are a new contract between the parties and therefore must be made in the same form as the original contract. Despite some differences in wording, in essence, contracts usually provide that any additions and changes to the contract must be made in writing and signed by authorized representatives of the parties.

If the original contract requires, by force of law or by agreement of the parties, notarization or state registration, then additions or changes to it must be made in the same form. Accordingly, these additional requirements for the form should be reflected in the provisions for the addition and amendment of the contract.

Annexes to the agreement and the number of copies of the agreement

Annexes to the contract are an integral part of it, and this provision must be expressly provided for by the contract.

Links to applications are usually scattered throughout the text of the contract. If there are several of them, then there is no need to list them in the final provisions. If there are many annexes, then for the convenience of using the agreement, it is advisable to give a complete list of them in the final clauses.

Usually the contract is signed in the number of copies equal to the number of its parties. This is reflected in the agreement in standard wording.

Details of the parties

Details of the parties to the agreement include:

the name of each party;
identification number of each party (TIN) in the database of tax authorities, indicated in the certificate of tax registration;
registration code of the party (KPP), if it is registered with several tax inspectorates (also indicated in the registration certificate);
legal address of a party - a legal entity or address of residence of a private entrepreneur;
the mailing address of each party, if different from the registered office or residence address;
phone numbers, fax numbers and data on other types of communication (for example, e-mail address) that the parties intend to use in the performance of the contract;
bank details of each party;
enterprise code in the Unified State Register of Enterprises and Organizations (USRPO) - the code of the All-Russian Classifier of Enterprises and Organizations (OKPO code).

All details must be carefully verified. In case of their change (especially the address, data on the means of communication and bank details), the party must notify the other party in writing as soon as possible.

In the contract, the obligation to notify about the change in details can be formulated in general:

The parties are obliged to immediately notify each other in the event of a change in the legal address, bank, postal and other details specified in this Agreement.

A more detailed formulation is also possible, setting a specific time limit for sending a notification of a change in details.

The cession agreement (assignment of the right of claim) under the Civil Code of the Russian Federation in 2020 is drawn up with the obligatory consideration of the established rules and nuances.

Dear Readers! The article talks about typical ways of solving legal issues, but each case is individual. If you want to know how to solve your problem - contact a consultant:

APPLICATIONS AND CALLS ARE ACCEPTED 24/7 and WITHOUT DAYS.

It is fast and IS FREE!

If they are ignored, there is a high probability that the court will recognize the contract as invalid. The legislation of the Russian Federation provides for the possibility of transferring the rights of claim to other persons.

To do this, it is enough to draw up an assignment agreement. At the same time, it is necessary to pay attention to certain subtleties that make it possible to draw up an agreement with ease and at the same time prevent it from being declared invalid by a judicial authority.

Important points

Before proceeding to consider the issue of the rules for drawing up an assignment agreement, it is initially necessary to understand the basic concepts and legislative aspects governing the completion of the document.

What it is

To be able to give a clear definition of an assignment agreement, which is in simple words, you need to refer to.

Based on the specified legislative act, an assignment agreement is an agreement in which one of the parties acts as an assignor (the original creditor under the obligation) and transfers rights to the assignee (a person who acts as a new creditor).

This is possible with the aim of requiring the debtor to fully fulfill the debt obligations.

It is important to remember: in the process of transferring the rights of claim, for example, the sale of debt, the new creditor must demand that the bearer of the debt obligations fulfill his obligations under those conditions that cannot worsen his situation.

Parties to the agreement

The parties to the agreement are:

It is important to remember: the main package of necessary related documentation is determined on an individual basis.

Legal framework

The change in the composition of the subjects of obligations can be initiated both by the direct creditor and by the debtor himself. This is clearly stated in Art. 382 and.

The creditor's powers can be transferred by means of an agreement or by virtue of certain legislative requirements - provided for by Art. 382 of the Civil Code of the Russian Federation.

Modification of the parties to the creditor can be prohibited or limited - displayed in.

At the same time, situations in which it is necessary to obtain the consent of the debtor is established by such legislative acts as:

Additionally, it is necessary to pay attention to the fact that it clearly indicates that if the creditor has decided to assign future interest and rights to losses, then there is no need to indicate the direct transfer of interest rights.

This is largely due to the fact that this is already implied automatically. All of the above-mentioned legislative acts are not exhaustive, but at the same time contain all the necessary information on the issue under consideration.

Features of the conclusion of the transaction

Under the agreement under consideration, it is possible to make an assignment:

existing rules;
further right of claim;
possible controversial law;
the right to claim various penalties: accrued forfeit, interest, compensation for damage caused, and so on;
a possible right to recourse (for example, a citizen does not want to waste his time and decided to transfer the right to other persons).

In particular, it states:

“The judicial authority decided to refer to Art. 382 and, which made it possible to conclude that the essential conditions of the contract regarding the assignment of rights are considered to be the entered specific circumstance, due to which the corresponding right was formed ”

Based on judicial practice, we can conclude that it is customary to include the amount of financing and the monetary claims themselves, which are purchased by certain persons, as essential conditions.

How to fill out the form (sample)

Depending on who exactly takes part in the conclusion of the cession agreement, there are certain features that must always be remembered in order to avoid problems directly related to the risks of invalidation of the document.

Between legal entities

An agreement between legal entities can be drawn up for various reasons.
For example, it is often signed by financial institutions for bad debt obligations.

Moreover, not only credit companies can act as a new creditor (based on the definition of the RF Armed Forces of October 2015).

The main nuances of an assignment agreement between legal entities are as follows:

In addition, do not forget about the mandatory display of the transaction in the accounting documentation, as well as the need to pay VAT. For this reason, the price of the agreement must be approached with extreme caution.

It is important to remember: the representatives of the tax authority have the right to add if they establish the fact of deliberately understating the cost.

Between individuals

This agreement can be signed by citizens who are not representatives of any companies. Focusing on the Civil Code of the Russian Federation, it is individuals who determine the type of operation and periods.

In the document itself, it is necessary to reflect the principle of transferring rights to other persons, and this can be both on a reimbursable and on a gratuitous form.

Additionally, it is mandatory to display:

the full amount of monetary debt obligations;
payout period;
existing rules and obligations for each party;
information from the passport (series, number, by whom and when it was issued, and so on).

It is important to remember: an assignment agreement cannot be signed in situations where the debtor is already liable to the judicial authority on the issue of payment of personal debt obligations.

and so on.

This nuance must be remembered in order to minimize the risks of various misunderstandings.

Between a legal entity and an individual

Considering the Civil Code of the Russian Federation, certain conclusions suggest themselves, which are as follows:

In simple words, everyone indicates their details, which differ slightly from each other. Everything else remains standard.

Trilateral

The trilateral version of the documentation differs from the standard contract only in that in the first situation the debtor himself takes part in the transaction.

If we talk about the status of persons who are directly involved in the drafting process, this fact also plays an important role.

There are some differences in the process of forming a contract, which are directly related to whether individuals or legal entities are involved in the transaction.

In the event that we are talking about trilateral relations between individuals, then it is enough just to provide passports of each of the parties.

If we are talking about the idea of \u200b\u200bthe relationship between individuals and legal entities, then the rules are slightly different:

individuals need to provide only a passport;
legal entities must additionally indicate personal information and passport data.

In addition, before signing the document, legal entities are obliged to pass a check for the accuracy of the constituent documents.

Verification is necessary only for the purpose of protecting other participants in the transaction from fraudulent actions (for example, it is missing or compiled with errors).

Termination procedure

There are several ways to terminate the agreement:

unilaterally;
bilaterally.

To be able to terminate the agreement unilaterally, the following options are provided:

It is worth noting that the reasons must be valid for termination, which means:

The legislation of the Russian Federation allows the possibility of terminating the assignment agreement by mutual agreement and securing this decision by signing an additional agreement.

Such an agreement should indicate:

full initials of the assignee and assignor;
documents on the basis of which the agreement is valid.

In addition, such an agreement must indicate:

the main reason for terminating the agreement;
specific rights and obligations of each of the parties;
level for each side;
general provisions. In other words, it is necessary to indicate the period of entry into force of this agreement.

It is imperative to put signatures and addresses of the parties at the end of the document.
If we are talking about legal entities, then if there is a seal, it must be affixed additionally.

Emerging nuances

In the process of transferring the rights of claim to other persons, it is imperative to take into account the nuances that arise. Let's consider the most relevant ones in more detail.

Tax implications of the transaction

Value added tax in the process of transferring the rights of claim implies certain peculiarities.

It is the grounds on which the need for rights of claim arose that depends on whether there is taxation or not.

VAT can be charged on the varieties of the transaction, which debt obligations were transferred on the basis of the signed (based).

Video: cession agreement

At the same time, VAT cannot be charged on the assignment of rights to claim a debt that was formed as a result of the sale of products or provision, and at the same time they are exempt from taxation at the legislative level.

An example is a transaction for the sale of debt obligations, which were formed on the basis of ignoring obligations for.

It is also worth paying attention to the fact that the person who has the right to claim plays a special role, since the rule according to which the value added tax is calculated depends on him.

If the creditor himself decided to sell the debt obligations, which may be, for example, a supplier of some services, then the tax base is determined by the amount of the excess of the income from the volume.

Recognizing it invalid (judicial practice)

Under the Civil Code of the Russian Federation, debtors have few options to challenge the assignment agreement.

The basis may be the fact that the agreement was declared invalid, and at the same time only in the case of identification of the assignment of rights of claim by the agreement.

An additional basis for the possibility of recognizing the fact of the contract as invalid may be the revealed fact of violation by the assignee of its specified conditions.

At the same time, on the basis of the revealed act of non-compliance with the restrictions on the assignment, it does not deprive the transfer of legal force.

In addition, on the basis of Art. 388 of the Civil Code of the Russian Federation, the agreement can be declared invalid on such additional conditions as:

It is for the reasons indicated above that legal proceedings can be opened. Despite the fact that in judicial practice in such cases, the judge rarely takes the side of the bearer of the debt, the presence of at least one of the above grounds can guarantee the recognition of the contract as invalid.

What accounting entries are reflected

The implementation of accounting in the issue under consideration for all, without exception, the cession participants, including the bearer of debt obligations, has certain specific features.

The original creditor, who became the assignor, has several options - the transfer of claims before and after the due date.

In the first situation, the basis for carrying out all the necessary calculations is certain costs, which are calculated by the difference between the period of the assignment until the moment the debt obligations are closed on the basis.

Another option implies costs in the form of a negative difference between the sales profit and the resulting cost of the products sold, works or services.

Transactions under the assignment agreement with the debtor on the basis of the Federal Law on accounting will look like:

For the assignee, an example is:

In addition, it is necessary to pay attention to the fact that only the assignment agreement and bank statement will be documentary evidence. They will be on the basis of the Civil Code of the Russian Federation and will be quite enough.

Free agreement between relatives

The signing of the gratuitous cession cannot be considered a violation of the legislation of the Russian Federation.

At the same time, if one of the parties (regardless of who exactly) decides to apply to the judicial authority, then the judge with a high degree of probability (practically guaranteed) will recognize such a transaction as invalid.

In such a situation, the risk of non-return of funds is at least huge.

Thus, by the way, financial institutions come in the process of selling arrays of “bad debt obligations” with a discount of almost 92% of the nominal cost (this implies the ability to buy out the debt from the bank).

This kind of mechanism allows you to fully clear the personal balance from the arrays.

It is worth noting that many people buy claims rights and use them as a business. If we talk about the contract of this form itself, then there is no sample.

Assignment agreement (agreement of assignment of rights of claim) refers to special contracts - in most cases, by concluding an assignment agreement, the claim is assigned. The types of agreements under which the rights under the transaction are transferred are not defined, their scope is quite extensive. Typically, samples of an assignment agreement are needed if the parties need the fact of transfer of rights as a result.

According to the model of an assignment agreement, the right (claim) belonging to the creditor (assignor) on the basis of an obligation is transferred to another person (assignee).

Assignment Agreement is onerous, consensual and bilateral

Object and parties to the assignment agreement

So, the assignment agreement results in the replacement of the obligee in the obligation. An assignment transaction is an act by the original creditor to relinquish its rights against the debtor and transfer them to a new creditor.

By the parties to the assignment agreement are the assignor (the creditor who assigns the right of claim) and the assignee (the creditor who acquires the right of claim under the assignment agreement). The legislation does not establish any restrictions on the legal status of the parties.

Essential terms of the assignment agreement

Russian legislation does not determine which conditions are essential for the cash and validity of the assignment agreement. It follows from this that the only essential (from the point of view of the law) condition of the cession agreement is the condition on its subject matter (part 2, clause 1, article 432 of the Civil Code of the Russian Federation).

Subject of the cession agreement there can be a subjective law of obligation or a right of claim, and with the divisibility of the subject of the obligation - both in full (in relation to the entire subject of the obligation) and in part.

Assignment agreement price

Assignment agreement can be both paid and free. Since the law does not establish mandatory requirements for the price under the cession agreement, the amount of payment for the assigned right of claim will be determined by agreement of the parties.

Assignment agreement form

The law contains special requirements for the form of the assignment agreement. In accordance with Article 389 of the Civil Code of the Russian Federation, an assignment agreement based on a transaction made in a simple written or notarial form must be concluded in an appropriate written form.

The assignment of a claim under a transaction requiring state registration must be registered in the manner prescribed for the registration of this transaction, unless otherwise provided by law (clause 2 of article 389 of the Civil Code of the Russian Federation).

Additional terms of the cession agreement

The assignment can be made for various purposes and on the basis of various transactions. The absence in the assignment agreement of indications of the purpose (grounds) of its commission does not indicate its invalidity. The current civil legislation does not contain a requirement to include information on the basis of the transaction in the assignment agreement.

According to the Civil Code, the consent of the debtor to conclude an assignment agreement is not a prerequisite, except in cases where the identity of the creditor is essential for the debtor. In addition, the law does not oblige to notify the debtor of the conclusion of the cession agreement, warning only that if the debtor was not notified in writing of the transfer of the creditor's rights to another person, the new creditor bears the risk of adverse consequences for him.

Recognizing, as a general rule, the possibility of assignment of a claim, the law nevertheless sets a number of restrictions. First, the transfer to another person of rights inextricably linked with the personality of the creditor (Article 383 of the Civil Code of the Russian Federation) is not allowed. This group includes claims for the payment of alimony, pensions, social benefits, etc. Changing the creditor in such obligations is contrary to their nature. Secondly, the current civil legislation (clause 1 of article 388 of the Civil Code of the Russian Federation) establishes the inadmissibility of the assignment of a claim by a creditor to another person if it contradicts the law, other legal acts or an agreement.

Accounting under an assignment agreement
Accounting with the assignor

To reflect transactions on the assignment of a right of claim, the general rules and accounting principles are applied, taking into account the specifics of the contract. The assignor organization, for which the implementation of property rights is not a regular activity, reflects the assignment of the right to claim receivables on credit Debit Credit - Products shipped
Debit 90 Credit s / account "VAT" - VAT charged
Debit 90 Credit (,) - The cost of goods shipped is written off
Debit 90 Credit - The financial result of the sale is reflected
Debit 76 Credit 91 - The assignment of the right of claim is reflected
Debit 91 Credit 62 - The cost of the right of claim was written off
Debit 91 Credit 76 s / account "VAT" - VAT charged on the positive difference received from the assignment of the right to claim
Debit 99 (91) Credit 91 (99) - The financial result from the assignment of the right of claim is reflected
Debit 76 s / account "VAT" Credit - VAT accrued to be paid to the budget on the initial transaction
Credit 76 - Funds from the assignee have been received on the current account
Debit 76 s / account “VAT Credit 68 - VAT charged on a positive difference payable to the budget.

Usually, the sale of the right to claim a debt occurs at a loss, this loss is always formed on the date of signing the assignment deed. And the procedure for its recognition of expenses depends on when exactly the right of claim passed from the seller to a third party.

The assignment occurred before the due date

If the right to claim was transferred before the payment was made, which was provided for in the original contract, then the loss can be written off immediately after the signing of the act with a third party. But in order to determine the amount of the loss to be written off, it is necessary to calculate the amount of interest that the company would pay if it took out a loan equal to the income from the assignment of the claim. The amount of interest is calculated taking into account the requirements of Article 269 of the Tax Code of the Russian Federation. Moreover, interest is taken for the period from the date of the assignment to the date of payment stipulated by the contract. Then you need to compare these percentages with the actual loss received. The smaller amount is included in the expenses.

The assignment took place after the due date

And if the right of claim is transferred after the expiry of the term for payment for the goods under the contract, then the loss can be written off in full, but in two stages. 50 percent of the amount can be taken into account in expenses on the day of the assignment, and the remaining 50 percent - after 45 calendar days from this date (Article 279 of the Tax Code of the Russian Federation).
Accounting with the assignee

In the accounting records of the new creditor, the receivables acquired by way of assignment of the right of claim will be reflected in accordance with the requirements of PBU 19/02 "Accounting for financial investments" as financial investments in the actual amount of expenses for its acquisition.
Credit 76 - Right of claim acquired
Debit 58 Credit 76 - Reflected the costs of acquiring the right to claim
Debit 51 Credit 91 - The debt is repaid by the original debtor
Debit 91 Credit 58 - Written off the right of claim
Debit 91 Credit 68 - VAT charged on a positive difference
Debit 91 (99) Credit 99 (91) - The financial result is reflected

In accordance with the Tax Code of the Russian Federation, if the receivables are sold at a higher cost, then the excess amount must be additionally paid VAT in the period in which this amount was received.

Attachments to the assignment agreement
The assignment agreement contains annexes:
Payment schedule. (The schedule of payments is an appendix to the agreement, which clearly regulates the terms, conditions and amounts of payments. The schedule is applied on the basis and in accordance with the agreement to which it is attached; the amounts of payments and the conditions for their payment are determined individually in each case).

Related documents to the assignment agreement:

Acceptance and transfer of title documents (The act of acceptance and transfer of documentation is an official document that has legal force and is an integral part of the contract. This is a protocol in which the parties determine the list of documents to be transferred - name, number of copies, original or copy, etc. In accordance with the act, technical documentation, documents of title, etc. The act is applied on the basis and in accordance with the contract to which it is attached; the number of copies of the act and the list of technical documentation is determined in each specific case) .;

Supplementary agreement (Very often, after the conclusion of a contract, at the time of its validity and execution, certain circumstances arise, in accordance with which certain clauses of such an agreement must be canceled, changed or added to new terms of the contract. These changes are formalized by an additional agreement. An additional agreement to an agreement is the same agreement, and accordingly, its signing is possible and legal with the mutual consent of both parties to the agreement. A supplementary agreement to a contract, in essence, modifies or terminates the main contract. All new conditions established by additional agreements cancel and invalidate the previous conditions established in the contract. In this connection, the supplementary agreement to the contract is a part of the main contract, and an integral part. As part of the main contract, the supplementary agreement to the contract must meet all the requirements for the main contract. When concluding an additional agreement to the contract, the rules used when concluding the main contract are applied. The supplementary agreement to the contract must indicate the place and time of conclusion, as well as the parties to the supplementary agreement to the contract. It should be noted that the terms of the supplementary agreement come into force from the moment the supplementary agreement to the contract is concluded (unless otherwise provided by law or contract). Still, it is necessary to indicate which contract is a part of the supplementary agreement, as well as all those conditions on which the agreement must be reached. When concluding an additional agreement to the agreement, it should be borne in mind that the additional agreement is made in the same form as the main agreement (Article 452 of the Civil Code of the Russian Federation). Since most real estate transactions require state registration, the supplementary agreement to the contract also requires state registration. Thus, an additional agreement is a document that changes or terminates the main contract, which is signed with the mutual consent of both parties.
Used in all contracts .);

Disagreement protocol(A protocol of disagreements is a document in which the parties record their disagreements under the terms of the agreement being concluded. The protocol of disagreements can be drawn up both after the conclusion of the agreement (then its terms are accepted in the same order as the terms of the agreement itself), and at the stage of developing the draft agreement The existence of such an addition means only the existence of some disagreements on certain issues. It is these disputable issues that are fixed by the protocol of disagreements. Usually, such a protocol is drawn up in the form of a table containing the clauses of the agreement that were not agreed by the parties and the wording of these clauses proposed by both parties. The protocol of disagreements is a full-fledged part of the agreement, and its terms have the same force as the terms of the agreement itself.The protocol of disagreements must be signed, sealed and attached to the agreement.Otherwise, the signed agreement cannot be considered valid. disagreements a postscript is made: "Signed with the protocol of disagreements No. ... from ... day ... month ... year." The party that drew up the protocol of disagreements provides it together with the prepared and signed agreement for signing to the other party. If the other party accepts the protocol of disagreements, then the protocol of disagreements is included in the contract as an additional condition. In case of disagreement of the first party with the protocol of disagreements, the first party has the right to refuse to sign the contract. Either refuse the protocol of disagreements and accept the terms of the agreement for signing, or draw up a protocol for agreeing disagreements. Used in all contracts except labor contracts ).;

Dispute Reconciliation Protocol (In case of disagreement of the first party with the protocol of disagreements, the first party has the right to draw up a protocol of agreement of disagreements. In addition to the information contained in the protocol of disagreements, this document determines either a new, agreed version of the controversial clauses of the contract, or an indication that the controversial clauses of the contract were adopted in the wording of one or another party. At the same time, a postscript is made in the protocol of disagreements: "Signed with the protocol for agreeing disagreements No. ... from ... day ... month ... year." After signing the protocol for agreeing disagreements, the parties can also draw up a new version of the agreement to be concluded, including the clauses agreed by the parties, or conclude an additional agreement to the agreement. The signed protocol for reconciliation of disagreements can be equated to an additional agreement that changes some of the terms of the agreement. Used in all contracts except labor contracts ).

CONTRACT OF ASSIGNMENT OF RIGHTS (CESSION)

Being ______ the legal successor of ___________________________________, represented by __________________________________________, acting ___ on the basis of the Charter, hereinafter referred to as the "Assignor" on the one hand, and ___________________________________________________, represented by _____________________________________________________________, acting ___ on the basis of the Charter, hereinafter referred to as the "Assignee" on the other hand, have entered into this agreement ...

1. THE SUBJECT OF THE AGREEMENT

1.1. The Assignor assigns, and the Assignee accepts in full the rights and obligations under the agreement __________________________ concluded between the Assignor and __________________________________.

1.2. For the assigned rights and obligations under the agreement ______________ the Assignee shall pay the Assignor compensation equal to the amount spent by the Assignor under the specified agreement (hereinafter referred to as the contractual amount).

2. TRANSFER OF RIGHTS AND OBLIGATIONS

2.1. The Assignor is obliged to transfer to the Assignee within three days from the date of signing this agreement all the necessary documents certifying the rights and obligations under the agreement ________________ concluded with ____________________________, namely:

Agreement ______________ specified in clause 1.1 of this agreement, with all annexes, additional agreements and other documents that are an integral part of the specified agreement.

2.2. The Assignor is obliged to inform the Assignee of all other information relevant to the exercise by the Assignee of his rights under the contract _______________.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. On account of the assigned rights and obligations, the Assignee shall pay the Assignor __________ _______________________________________. The payment of this amount is made in accordance with the schedule of monthly payments, which is part of the Agreement on the transfer of rights and the procedure for settlements (hereinafter the Agreement). The agreement is signed by authorized persons of the parties and is an appendix to this cession agreement.

3.2. The Assignee has the right to pay the agreed amount ahead of schedule, about which he must notify the Assignor in writing.

4. LIABILITY OF THE PARTIES

4.1. The Assignor is responsible for the accuracy of the documents and information transferred in accordance with this agreement, and also guarantees the availability and transferability of all rights assigned to the Assignee.

4.2. The assignor is responsible for the validity of the rights and obligations transferred under this agreement.

4.3. The responsibility of the Assignee in case of delay in payment of the contractual amount is specified in the Agreement.

4.4. For other non-performance or improper performance of this agreement, the parties shall be liable in accordance with the current legislation of the Russian Federation.

5. FINAL PROVISIONS

5.1. This agreement comes into force from the date of its signing by the Assignor and the Assignee and is valid until the full fulfillment of obligations under the agreement ___________________________.

5.2. The assignor undertakes, within three days after signing this agreement, to notify ___________________________ (party to the main agreement) and all interested third parties about the assignment of their rights and obligations under the agreement ________________.

5.3. This agreement is made in 3 copies, one for each of the parties. Instance No. 3 is sent to _______________________ (to the party to the main contract).

Addresses and details and signatures of the parties:

CEDENT: CESSIONARY:

Appendix No. 1

to the assignment agreement from "___" ____________

AGREEMENT ABOUT TRANSFER OF RIGHTS AND PAYMENT PROCEDURE

______________ "__" ________ ____

1. The Assignor, in accordance with the assignment agreement dated "__" _________ ____, transfers to the Assignee all his rights and obligations under the agreement _____________________ concluded between the Assignor and ___________________ _____________ (party to the main agreement). The transfer of rights under the assignment agreement from "__" _________ _____, occurs at the time of signing this agreement.

2. The Assignee shall pay the Assignor _________________________________________________.

3. According to clause 3, the assignment agreement dated "__" _________ _____, the parties set the following payment schedule:

- _______________ - _________ (_______________) rubles;

- _______________ - _________ (_______________) rubles.

4. For late payment, the Assignee shall pay the Assignor a penalty in the amount of ___% of the amount owed for each day of delay.

5. Payment is made by bank transfer. At the end of the payment of the contractual amount, the parties reconcile the calculations.

6. This agreement is valid from the moment of signing and is an integral part of the assignment agreement dated "__" _______ ____.

Assignor: Assignee:

__________________________ ________________________

Agreement on the transfer of rights and obligations under a work contract

moscow city "__" ____ 20__

Limited Liability Company "_____", hereinafter referred to as « Contractor ", represented by the General Director _______, acting on the basis of the Charter, one side,

Limited Liability Company "________", hereinafter referred to as "Initial Customer", represented by the General Director _______, acting on the basis of the Charter from the second party,

Limited Liability Company "______", hereinafter referred to as "New Customer", represented by the General Director _______, acting on the basis of the Charter, from a third party,

1. PREAMBLE:

Based on the fact that:

1.1. Between the Original Client and the Contractor _____ the Contract No. _____ was concluded for the production of construction and installation works (hereinafter - " Work agreement"), The subject of which is the performance of work on the repair of the ventilation system of the facility (hereinafter -" Works ") at the address: ___________.

1.2. As of the date of this Agreement, the Initial Customer and the Contractor partially (to the extent specified in this Agreement) fulfilled the obligations stipulated by the Contract Agreement.

1.3. A sublease agreement No. _______ has been concluded between the New Customer and the Original Customer, the subject of which is the temporary use of non-residential premises with a total area ______ (_____________) sqm located in the basement and on the first floor of the building at: _____________.

2. THE PARTIES HAVE AGREED AS FOLLOWS:

2.1. The Initial Customer, with the consent of the Contractor, transfers to the New Customer, and the New Customer accepts the rights and obligations of the Original Customer under the Contract Agreement in the amount and on the conditions existing on the date of the conclusion by the Parties of this Agreement.

2.2. The rights and obligations specified in clause 2.1. of this Agreement are transferred by the Initial Customer to the New Customer from the date of the conclusion of this Agreement by the Parties. From the specified date, the Original Customer loses the rights and does not bear the obligations transferred to the New Customer in accordance with clause 2.1. present agreement.

2.3. Simultaneously with the signing of this Agreement, the Original Customer undertakes to transfer to the New Customer:

A) according to the Acceptance and Transfer Act, the original of the Work Contract, all Appendices and Supplements to it;

B) copies of primary documents on obligations fulfilled by the Contractor certified by the Initial Customer;

2.4. As of the date of the conclusion by the Parties of this Agreement, the Initial Customer paid to the Contractor ___% (_______) of the estimated cost of work under the Agreement, which is _________ (_________), including VAT - 18% _____ (_________). At the time of the conclusion of this Agreement, there are no debts of the Initial Customer for payment to the Contractor.

The Contractor hereby confirms the absence of claims to the Original Customer and / or to the New Customer in terms of the performance of the Work Contract, including, but not limited to, claims in terms of debt for actually performed work.

2.5. The new Customer undertakes up to ______subject to the transfer of the documents specified in clause 2.3 of this Agreement to the New Customer, pay the Initial Customer in the amount of ________ (______), including VAT - 18% ___________ (__________) for the assignment by the Initial Customer of the rights and obligations under the Construction Contract. Payment is made by transferring funds to the settlement account of the Initial Customer.

Simultaneously with the signing of this Agreement, the Initial Customer is obliged to transfer to the New Customer payment documents confirming the fact of payment by the Initial Customer of funds to the Contractor in the amount of ________ (___________), including VAT - 18% ________ (________).

2.6. From the moment the Parties conclude this Agreement, the ownership of the result of the work performed by the Contractor as of the date of this Agreement shall be transferred to the New Customer, until the New Customer pays to the Initial Customer the amount for the assignment by the Initial Customer of the rights and obligations under the Contract Agreement, the results of the work are pledged to the Initial Customer ... The cost of the results of work under the Contract Agreement is included in the amount paid by the New Customer to the Original Customer.

2.7. The Contractor hereby confirms his agreement with the transfer of rights and obligations (replacement by a party) under the Work Contract. Subject to the proper execution of the Agreement by the New Customer, the Contractor guarantees the proper execution of the Agreement.

2.8. The parties agreed that the list of monetary obligations specified in this Agreement as of the date of its conclusion is exhaustive. Neither the Contractor nor the Original Customer shall have the right to demand from the New Customer any additional payments related to the transfer of rights and obligations that arose before the conclusion of this Agreement.

2.9. This Agreement is made in 3 (three) copies of equal legal force, one for each of the Parties. The parties are not entitled to unilaterally refuse to fulfill their obligations under this Agreement.

2.10. This Agreement comes into force from the date of its signing by the Parties and is valid until the Parties fully fulfill their obligations.

3. DETAILS OF THE PARTIES: