Contract cession between legal entities. The cession agreement is ...

A free of charge cession agreement allows to solve a number of problems that a creditor has with a debtor. For example, there is a certain financial organization that transfers the rights to a debt to another person for a fee. Most often they are a firm engaged in recovery of debts. Typically, the cost of such a transaction is somewhat inferior to the total amount that you want to return. After the conclusion of this agreement, the company that has obtained the rights starts to put pressure on the debtor by any available methods (sometimes - far from legal). The amount received after this means is a benefit, as it differs from the money that was paid for the very fact of the transfer of such an opportunity.

What it is?

A cession agreement is a document that is signed by two persons (legal or physical) that one or the other rights existing on one side are transferred by another. Typically, such agreements relate to lending operations, but there are many other options. Conclusion of the cession agreement implies both partial and complete transfer of rights, as will be described in more detail below. In addition, in some cases such actions may be considered a violation of the current legislation, and in other situations consent of the third person concerned will be required. Although most of the time, at best, they just inform, and at worst - do not notify at all, which can also be considered a mistake. In many situations, however, a company may ignore the need to send letters with information about the transfer of rights, but not if it is expressly stated in the basic contract.

Restrictions

The agreement of the cession of the Civil Code of the Russian Federation does not restrict legal entities, but the common man has some rights that can not be transferred to the firm, another citizen or anyone, in principle, under any circumstances. Such characteristics include alimony, payments related to harm to health, and so on. Among other things, in any contract that initially subscribes between the future debtor and the creditor, there may be a clause prohibiting the transfer of the right in categorical form. Alternatively, certain conditions may be implied, in the event of which such an opportunity still appears. The cession agreement between legal entities in the overwhelming majority of cases does not have such restrictions, as they themselves can not be the 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 the current legislation.

Interaction of legal entities

In some situations, it may be necessary to change the obligations, and in this case it will be necessary to concede the right of claim. For example, a previously acting creditor is inferior to the right to a certain amount of money to another firm. In such a situation, the debtor no longer owes anything to the first person and should become the second. You can arrange everything correctly using the cession agreement. This is currently the simplest and most understandable tool used by various businesses or people to transfer rights. In general, most often, if the question concerns a third person (the same debtor, for example), no one is obliged to inform him of the conclusion of such a transaction. And even more so, he does not need to ask for permission (unless otherwise specified in the contract). Nevertheless, it is recommended to send a corresponding notification letter, because otherwise there can be various problems, which can be avoided very easily.

Interaction of individuals

The contract of cession between individuals is much less frequent than between the legal ones. And he also usually deals with certain debts. Nevertheless, in its essence, the object specified in the contract can be any rights. Naturally, in addition to those that are prohibited by law. It should be remembered that this document must be drafted exceptionally correctly, in forms that can be found without difficulty on the Internet. Also, it is necessary to take into account the actual existence of the right. You can not transfer what is not property in one way or another. But you can not concede everything, but only a part of the rights, which is convenient in certain situations.

Design Features

There is one basic requirement, simply obliged to be taken into account in order to properly conclude a cession agreement. The Civil Code of the Russian Federation in this regard is unequivocal. It is necessary to formalize the document strictly in the form in which the basic, original agreement was originally drawn up, according to which the rights arose. There may be a lot of options here, but all of them, on the whole, are quite similar. For example, there is a loan agreement, which was issued in writing. If he was not assured by a notary, then the cession of debt agreement does not necessarily have to be borne by him. In some situations, the base document also required registration. This happens infrequently, but it does happen. This automatically requires that the transfer document is also registered.

Notification

As already mentioned above, no one is obliged to inform anything to the debtor. However, there are always exceptions to the general rule. For example, in the basic contract there was an item under which the creditor has no right to do anything without notifying the debtor. He can not directly deal with such a document as a cession agreement. This is not an excuse to ignore part of the agreement. In fact, under a certain approach, such actions can even be classified as the reason for the cancellation of agreements unilaterally. On the one hand, such a point can be beneficial to the creditor, since it does not allow the debtor to do anything that would deprive the organization of the right to a debt. On the other hand, with the wrong approach to the process of debt transfer, it can also seriously harm companies. Among other things, certain types of documents may contain such items, which imply the possibility of doing 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 a part of the rights. This is one of the main features that the cession agreement has. The RF, RB 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 credit system. A person has issued a loan from a financial institution. After a while, this company had a need to give the rights to another person, but not entirely, but only partially. There is a cession agreement 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, the company gives the right to the very amount of debt, but reserves the opportunity to receive interest. Or vice versa. As an option, this can be an advance. That is, when one side fully fulfills its obligations, only then the rest of the right will be transferred in full. And in another case, no one is going to concede them, and the parties to the deal agreed on this in advance, even before the signing of the document.

Assignment agreement: posting

A separate problem is the reflection of all the above concessions of rights in accounting. For simplicity, an example of such a 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 of 251 000 rubles. VAT at the same time amounted to 38 228 rubles, and the cost of production is equal to 155 thousand rubles. On the first of July the company "M" transfers the rights to the debt of the organization "T", but not just so, but for a fixed amount of 210 thousand rubles, including VAT - 32 034 rubles. On the 15th of the same month, the money was transferred to the account of the company "M". Below is a table of actions that an accountant should perform.

In general, it is not very difficult to correctly reflect the cession agreement, the posting on which is indicated above. However, for the first time there may be problems and misunderstandings, so it is recommended that you first assess all possible problems and take advantage of such examples. Then the situation should be considered from the opposite side, from the point of view of the company "T".

Table of accounting for the company "T"

In this case, the actions are somewhat less and they are more understandable. As you can see, the first company "M" received losses instead of revenues, and the second - profit. But the situation is not as unambiguous as it may seem at once. The first company could not have the opportunity to demand money from the debtor as quickly and efficiently as the company "T". As a consequence, instead of not too much loss, it could not get anything at all. That is, costs would be much higher with a controversial end result.

Features of termination of the contract

In accordance with the existing judicial practice, the cession agreement is rarely dissolved. This is due to the fact that in the overwhelming majority of cases, the requirements to terminate the document proceed from the person to whom the rights were transferred. For example, there is a certain debtor whose right to credit was assigned to another organization. After some time, the debt was repaid, but its total amount was significantly less than it was indicated in the document. Based on the results of the inspections, it was found that even before the cession assignment contract was concluded, the debtor paid most of the credit to the organization that at that time still had the right to these funds. But in the process of registration of the transaction such information was not announced. As a consequence, the loan is fully repaid and there is no point in canceling the contract. But the fact that the obligations of one of the parties have not been fully implemented, already provides an opportunity to get their way through the courts. Among other things, such a document can be terminated by mutual decision of both persons, because of improper registration or if it was drawn up against the current legislation. Another acceptable variant of termination can be based on small legal nuances that have not been taken into account by either party. This is a rare case, especially since not every lawyer can use them, even if he can find it.

From the legal point of view

Item 1 of Article 382 of the Civil Code of the Russian Federation implies that the right, as such, can be transferred to another person. An exception is the transfer of recourse claims. At the same time, Article 383 also introduces restrictions on the implementation of such actions with those rights that are directly related to this individual. Alimony is an example of this. Articles 365 and 387 indicate how and in what situations an assignment of rights may be made. Information in all these legislative documents is presented a lot, but 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 here much depends on the specific situation. For example, when working with real estate there will be some problems, and when lending - completely different.

Short summary

As it becomes clear from all that has been said above, the cession agreement is a special instrument allowing one to freely exchange practically any rights present at one or the other person. By analogy with similar documents of another type, it can both require and not require registration, notarization and so on. Naturally, there are certain forms that should also be observed. In general, the contract of 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, the idea and the very essence of such agreements, for which they serve, when the use and the meaning of the transfer of rights to other persons or organizations are used.