Assignment of receivables agreement template
Selling or transferring a receivable to another creditor free of charge, with a notice to the debtor ready to send
This document rests on a fixed pattern prepared by Paragrafo; it is not a law firm template. Its wording is not written by AI, only the details from the form are filled in. For a non-standard situation we recommend a solicitor.
Law in force as at
Zmluva o postúpení pohľadávky
- I. Postupca
- II. Postupník
- III. Postúpená pohľadávka
- IV. Odplata a zodpovednosť postupcu
- V. Oznámenie dlžníkovi a doklady
- VI. Záverečné ustanovenia
By an assignment agreement a creditor (the assignor) transfers its receivable to someone else (the assignee). The debtor's consent is not needed, but the agreement must be in writing. The receivable passes together with its accessories and all rights attached to it.
The assignor must notify the debtor of the assignment without undue delay. Until that happens, or until the assignee proves the assignment to the debtor, the debtor is discharged also by paying the original creditor. The template therefore includes a notice to the debtor ready to send.
Assignment is governed by the Civil Code. The Commercial Code has no rules of its own on it, so when receivables are sold between businesses, questions of assignment are also resolved under the Civil Code.
Who needs this document
- A company selling unpaid invoices to another company or a collection agency
- A company buying a receivable from another creditor
- A private person transferring to a family member a claim from a loan they gave to an acquaintance
- A creditor who wants to give a receivable away
What the document must contain
- Precise identification of the assignor and the assignee
- Identification of the debtor and the receivable so that it cannot be confused with another: its origin, amount and, where relevant, due date
- Whether the assignment is for a price, and if so its amount and due date
- When the receivable passes to the assignee
- Written form and the signatures of both parties
Legal basis
Občiansky zákonník (Civil Code)
Governs assignment of receivables, receivables that cannot be assigned, notice to the debtor, the assignor's liability in an assignment for a price, the guarantee of collectability, handing over documents and the debtor's defences.
Zákon č. 222/2004 Z. z. o dani z pridanej hodnoty (VAT Act)
An assignment of a receivable is not treated as a supply of services.
Most common mistakes
Not notifying the debtor
Until the assignment is notified or proved to the debtor, the debtor is discharged by paying the original creditor. If the assignor gives the notice, the debtor is not entitled to demand proof of the assignment agreement.
A receivable that cannot be assigned
A receivable cannot be assigned if the assignment would conflict with the law or with an agreement with the debtor, so the original contract with the debtor matters too. Nor can a receivable be assigned that ends at the latest with the creditor's death, whose content would change with a change of creditor, or that cannot be subject to enforcement.
Expecting a guarantee that the debtor will pay
In an assignment for a price the assignor does not by law guarantee that the debtor will pay. It guarantees collectability only if it undertook to do so in writing, and only up to the price received plus interest; the guarantee lapses if the assignee does not pursue the debtor in court without undue delay.
Forgetting the guarantor or pledgor
If performance of the receivable is secured by a lien, a guarantee or otherwise, the assignor must inform the person who provided the security of the assignment without undue delay.
A vaguely described receivable
A legal act must be made clearly and comprehensibly, otherwise it is invalid. For an assignment this means stating the debtor, the origin of the receivable and its amount so that it cannot be confused with another.
Frequently asked questions
Do I need the debtor's consent to assign?
No. A creditor may assign a receivable without the debtor's consent, provided the assignment does not conflict with the law or with an agreement with the debtor. The debtor is notified of the assignment.
What if the debtor pays the original creditor?
Until the assignment was notified or proved to them, that discharges the debt. The template therefore obliges the assignor to pass on to the assignee whatever it receives from the debtor after the receivable has passed.
Can the debtor raise defences against the new creditor?
Yes. Defences against the receivable that the debtor could raise at the time of the assignment remain available. Against the assignee it may also set off its own claims against the assignor that it had when the assignment was notified or proved to it, provided it informed the assignee of them without undue delay.
Is VAT charged on an assignment?
Under the VAT Act, an assignment of a receivable is not treated as a supply of services.
Can the original creditor still enforce the receivable after assigning it?
At the assignee's request the assignor may enforce the assigned claim in its own name on the assignee's account. Once the assignment has been notified or proved to the debtor, only if the assignee is not enforcing it and the assignor proves the assignee's consent to the debtor.
Assignment of receivables for your business
You fill in your company details and the document is ready in under a minute.
Generate the document