Sales of accounts receivable. Agreement on the transfer of accounts payable from one legal entity to another: accounting with the "old" and "new" debtor. Where to buy accounts receivable
GARANT company
With the consent of the lender, an agreement was concluded on the transfer of accounts payable from one legal entity to another. The debt was formed under the contract for the supply of materials. How to properly execute this transaction in accounting and tax accounting () with the "old" debtor and the "new" debtor?
According to paragraph 1 of Art. 391 of the Civil Code of the Russian Federation, with the consent of the creditor, the debtor may transfer his debt to another person. At the same time, an agreement on the transfer of debt must be concluded in the appropriate written form (clause 2 of article 391, clause 1 of article 389 of the Civil Code of the Russian Federation).
As a result of the transfer of debt, the original ("old") debtor is removed from the obligations, and the entire debt is transferred to the "new" debtor. From the moment the debt is transferred, the creditor has the right to present a claim only to the "new" debtor, and the "new" debtor has the right to raise objections against the creditor's claim based on the relationship between the creditor and the original ("old") debtor (Article 392 of the Civil Code of the Russian Federation).
Accounting with the "old" debtor
As we have already indicated above, the "old" debtor is retired from the obligation, that is, the debt to the creditor is considered extinguished from the moment the "new" debtor accepts the obligation to pay the debt. All debt goes to the "new" debtor.
That is, the obligation to the creditor of the "old" debtor after the transfer of the debt ceases and an obligation arises to the "new" debtor. The accounts payable from the "old" debtor is not written off, but continues to be credited, but already to the "new" debtor.
Therefore, the accounting of the "old" debtor should reflect the repayment of debt to the supplier and, at the same time, the occurrence of debt to the "new" debtor.
Subsequently, the debt incurred by the "old" debtor to the "new" debtor in the amount of the initial obligation can be repaid, for example, by the performance of the obligation (Art. RF). At the same time, the obligation can also be terminated by the release of the debtor from his obligations (Article 415 of the Civil Code of the Russian Federation). It is also possible that the obligation of the "new" debtor to the "old" debtor, which arose earlier on another basis (for example, under a contract for the sale of goods, a contract for the provision of services, etc.) already existed on the date of the transfer of the debt. And in this case, also mutual debts can subsequently be paid off, for example, by offsetting.
As a result, on the date of the transfer of the debt in the accounting of the "old" debtor, an entry should be made:
Debit, subaccount "Settlements with the supplier" Credit, subaccount "Settlements with the" new "debtor". In terms of income tax, the following should be considered.
According to Art. 247 of the Tax Code of the Russian Federation, the object of taxation for corporate income tax is the profit received by the taxpayer. Profit for russian organizations the income received is recognized, reduced by the amount of expenses incurred, which are determined in accordance with Chapter 25 of the Tax Code of the Russian Federation.
In accordance with paragraph 18 of Art. 250 of the Tax Code of the Russian Federation, non-operating income is income in the form of accounts payable (obligations to creditors) written off due to the expiration of the term limitation period or for other reasons.
In this situation, the accounts payable from the "old" debtor is not written off. Consequently, and non-operating income it does not arise.
As a result of the transfer of debt, the "old" debtor does not have any economic benefit in cash or in kind in the sense of Art. 41 of the Tax Code of the Russian Federation. In this regard and taxable income the "old" debtor does not have a debt during the transfer.
Unfortunately, we do not have any explanations from official bodies, as well as court decisions in situations like yours.
Accounting with the "new" debtor
In the accounting of the "new" debtor in the situation under consideration, the occurrence of a debt to the creditor, as well as its repayment, should be reflected. At the same time, the occurrence of accounts receivable the "old" debtor.
In this case, the following entries are made in the accounting of the "new" debtor:
Debit, subaccount "Settlements with the" old "debtor" Credit, subaccount "Settlements with the creditor"
- reflects the occurrence of debts as a result of the transfer of debt;
If, for example, the "new" debtor at the date of the transfer of the debt is already the debtor (debtor) of the "old" debtor, for example, under a service contract, the entries will be similar.
Debit, subaccount Settlements with the "old" debtor "Credit, subaccount" Settlements with the creditor ";
Debit, subaccount "Settlements with the creditor" Credit ()
- the debt to the creditor has been repaid.
For the purpose of calculating income tax, similarly to the "old" debtor, the "new" debtor does not have income subject to taxation when the debt is transferred.
As for VAT, by virtue of clause 1 of Art. 146 of the Tax Code of the Russian Federation, the following operations are recognized as objects of taxation:
Sale of goods (works, services), property rights on the territory of the Russian Federation;
Transfer of goods on the territory of the Russian Federation (performance of work, provision of services) for own needsexpenses for which are not deductible (including through depreciation deductions) when calculating corporate income tax;
Construction and installation works for own consumption;
Import of goods into the territory of the Russian Federation and other territories under its jurisdiction.
As you can see, the transfer of debt is not related to any of these operations. This means that neither the "old" nor the "new" debtor has obligations to calculate VAT when transferring a debt.
Thus, the debt transfer operation itself does not entail additional "tax" obligations for the "old" and "new" debtors.
Prepared by:
Expert of the Legal Consulting Service GARANT
Kirill Zavyalov
Response quality control:
Reviewer of the Legal Consulting Service GARANT
auditor Melnikova Elena
The material was prepared on the basis of an individual written consultation provided as part of the Legal Consulting service.
If the creditor urgently needs funds, or when it comes to understanding that the defaulter may not pay off the obligations, he has the right to realize the receivable. Often, receivables are sold on the eve of imminent bankruptcy. The buyers are bankruptcy creditors who wish to receive the largest number of votes in resolving the debtor's insolvency issues. In any case, the seller will make a quick profit. Order of the Ministry of Finance No. 32 of 1999 determined that the following entries must be used in accounting when selling accounts receivable: Дт 76, 91.2, 51; CT 91.1, 62, 76.
Sale rules
The sale of receivables occurs regardless of the wishes of the debtor himself. The former creditor can only notify the debtor that the owner of his obligations has changed, and all payments must be made to another person. But there are 2 exceptions to this rule:
- The creditor cannot fulfill the existing claim if in the original agreement between him and the debtor there was a clause prohibiting the assignment right.
- If potentially new owner obligations is directly related to the debtor (his competitor, etc.), then he (the debtor) may oppose the transaction.
You can sell receivables by drawing up an act of purchase and sale. In this case, the seller will be referred to in the contract as the assignor, and the buyer as the assignee.
If the amount of the sale of debt is greater than the amount collected on the obligations being realized, the assignor company will be forced to charge VAT on the difference between the real amount of the sale and the amount of the receivable. But in practice, the right to claim is often sold at a loss.
The assignor is not able to assign targeted obligations (alimony, compensation for harm caused to health, etc.).
Lenders can sell receivables to others
Sales methods
According to current practice, remote sensing can be implemented through:
- Assignments.
- Factoring.
- Bills.
- Sales at the auction.
Cession
The assignee enters into an agreement with the assignor on the purchase of the right of his claim. The act prescribes all the obligations of both the new and the old creditor. So, here it is permissible to indicate that the assignor is not responsible for the potential bankruptcy of the debtor. The assignor has the right to sell not only existing claims, but also those obligations that should arise in the future.
The contract for the sale and purchase of obligations must be certified by a notary. Immediately after this, the assignee must receive not only the right of claim, but also what the debtor has paid to the assignor up to this point (unless otherwise specified in the contract).
A striking example of a cession is the sale of debt by a bank or housing and communal services to a collector.
Factoring
Slightly different from assignment. Likewise, the buyer and the seller enter into an agreement between themselves, which defines the obligations of each of the parties. The sale of accounts payable to another organization by factoring differs in only three points from the assignment:
- Only receivables can be sold. If under the assignment agreement the assignee can buy other property and non-property rights, factoring does not allow this.
- The buyer is most often a bank or other financial (credit institution).
- Factoring is used when through one transaction it is necessary to impose additional obligations on the buyer: to issue a loan to the seller, to make investments, etc.
Purchase and sale of receivables can be done in different ways
Promissory notes
A bill of exchange is a security in which it is determined that the person, natural or legal, who issued it, undertakes to pay the specified amount of funds to the holder after a certain period of time. It can be of two types:
- Plain. Means that the right to payment of funds belongs to the holder of the bill. If he purchases any goods, he can pay the seller with this paper, which should be considered as a sale of DZ.
- Translated. The debtor issues a bill of exchange to the enterprise, which indicates that the holder of the paper can buy goods and services for a certain amount, but the debtor himself will pay for them. The owner of the bill will only have to notify him of the need to pay.
The monetary obligation under the bills of exchange is indisputable. Its holder should not go to court to confirm the existence of the debtor's obligations.
Bargaining
One of the consequences financial bankruptcy is the sale of all available property from the company through an auction. In this case, the debt can also be sold through tenders. When selling receivables at auction, discounting is often used (the same as discount). Trades are held on electronic platforms, everyone can participate in them, subject to their compliance with the registration rules.
Selling receivables at a discount is very beneficial for the buyer. But initially it is necessary to assess the risks. The debt was not just put up for auction. If the liquidator during the proceedings of the bankruptcy case could not achieve its repayment, then there is a risk that the new owner of the right of claim will not receive any income due to the debtor's insolvency.
Along with the property, debtors can be sold at the auction and receivables
Reflection of sales in accounting and tax accounting
- Debit 76, credit 91.1 - received revenue.
- Dt 91.2, CT 62 - debiting accounts receivable from the balance sheet.
- Dt 51, Kt 76 - the amount of funds credited for the transfer of debt.
If the sale amount turned out to be more than the debt itself, VAT must be charged, which is reflected as follows: Dt 91.2 Kt 68. Since the assignee also has the right to sell the receivable in the future, he, in order to calculate the value added tax, must determine the difference between the purchase amounts debt and its implementation.
In case of tax accounting, the assignor must take the difference between the receivable itself and the amount for which it was sold and, based on this, enter the data and take them into account when calculating income tax.
For the assignee, the acquisition of the right of claim should be regarded as an investment. In accounting, the purchase is reflected by the entry Dt 58 Kt 76. Since he is also obliged to transfer money to the assignor, they are designated by the entry Dt 76 Kt 51 (50).
The video will focus on the return of receivables:
Attention! Due to the latest changes in legislation, the legal information in this article may become out of date!
Our lawyer can advise you for free - write a question in the form below:
Free consultation with a lawyer
Request a call back
Real estate professionals often attend auctions when an organization goes bankrupt.
They believe that benefits can be obtained not only by acquiring liquid assets of a bankrupt company, but also by collecting overdue receivables, if any, for a particular property. In general, the purchase of receivables at public auction has both its pluses and minuses.
What it is
In the event of the bankruptcy of a legal entity, all the company's property is subject to sale at a public auction.
At the same time, not only materially existing objects are put up for auction - movable and real estate, but also the company's rights to collect funds from other persons.
Such rights can be redeemed by anyone at a reduced price, in some cases ten times less than the amount of the debt itself.
It would seem that at first glance, the benefit is obvious - the debt is bought at an extremely low price, and then it is recovered from the indebted enterprise.
But in reality, not everything is so simple. Most of the debts will remain unpaid, and the acquirer will only waste money.
How to buy
The volume of purchases of receivables has been gaining momentum for several years now. Well, as demand grows, so does supply.
There are already a huge number of highly specialized sites on the Internet, which contain various offers for the sale of receivables.
Many companies have realized that accounts receivable are a very profitable asset if they know where and how to buy it correctly. Due to illiteracy and misjudgment, one can easily acquire “dead” debt, which will be unrealistic to collect.
The most profitable way to buy accounts receivable have been and remain trading auctions of bankrupt companies. It is on them that you can buy debts at a huge discount.
For example, if initially the receivables asset was sold for 700,000 rubles, then at the last stage of the auction the amount may decrease to 5,000 rubles or even less.
Some buy receivables at a lower price in order to increase their start-up capital. Those who once multiplied their assets by purchasing receivables at a reduced price by trading platforms, come back to them again and again.
Purchase of receivables at auction
The bankruptcy law regulates the possibility of assigning the right to claim bankruptcy to another person.
In addition to property, property rights are subject to sale, including the right to reclaim the repayment of receivables.
Before the auction, the bankruptcy trustee must carry out an inventory of the property and property rights of the bankrupt enterprise.
The further task of the bankruptcy administrator is to carry out debt collection measures. First, an appeal to the court follows, then - enforcement proceedings.
However, these activities may drag on indefinitely. Therefore, it is more profitable to sell a receivable, albeit at a reduced price, than to receive nothing at all.
This is how the receivables go to public auction. By the way, at the auction there is a great risk of acquiring the so-called “dead” debt.
These are debts that cannot be collected under any circumstances. This can be the bankruptcy of the debtor company, liquidation or the expiration of the statute of limitations.
Debts, real for collection, at auctions no more than 10% of the total. This means that the likelihood of "stumbling" on unrealistic debt collection is practically tending to 90%. Careful analysis is required before making a purchasing decision.
Stages
The procedure for carrying out work on the purchase of receivables begins with the search for the lot at the auction. This can be done both at specialized sites on the Internet, as well as by finding auctions from ads posted in the media.
After finding a suitable proposal, it is necessary to assess the parties - the debtor (who must pay off the receivable) and the creditor (the bankrupt company).
It is necessary to weed out those debtors in respect of whom, as well as the creditor, the bankruptcy procedure began.
For such firms, debt collection may be delayed, or even not take place at all. We also weed out companies that were under surveillance.
In addition to checking for a running bankruptcy procedure, you need to study:
- an extract from the Unified State Register of Legal Entities about the company on the FTS website - view the list of founders and the date of the last changes - if changes occur, then you can work with the company;
- a file of arbitration cases - whether the counterparties litigated among themselves, whether appeals were filed;
- tax debts of the debtor - if any, such a company needs to be weeded out;
- company website, information in the media, latest news, vacancies, etc. - this will help to find out whether the company is engaged in any active activity.
The most ideal option is when all of the above factors gave a positive result. That is, the company is not bankrupt, it is active, there are no debts in taxes and fees, etc.
And if there is also a court decision on the collection of debts from the debtor, and all of the above conditions are met, then the guarantee to receive a receivable is almost 99%. The decision is simply transferred to the bailiffs for execution, and they are already engaged in collecting money.
If executive document is absent, the procedure for the analyzed firm is as follows:
- purchase of a lot at an auction;
- obtaining transaction documentation from the manager;
- collection of documents required to initiate legal proceedings;
- the judicial authority makes a decision on recovery;
- within 1 month, the opposite party has the right to appeal the verdict - if this has not happened, then at the end of the appeal period, a writ of execution is issued;
- bailiffs take measures to recover.
With a discount
A lot at a public auction can cost several thousand rubles or several million. It all depends on the original amount of the receivable.
So, usually the initial price at the auction is set as a percentage of the debt. The optimal cost is considered to be about 10% of the amount of the receivable.
For example, the debt is 500,000 rubles. If the price per lot is about 50,000 rubles, then there is every chance of earning.
But if the price is disproportionately low - for example, 5,000 rubles, then, most likely, such debt is "dead", and there will be no sense in buying it.
Also, you should not evaluate the receivables at the auction on the principle of “the more expensive the better”. Perhaps the lot only appeared at the auction a couple of days ago, and in the future its price will fall. In general, you should not be particularly focused on the price - it is important to evaluate the factors that we described above.
What are the risks
The buyer of a receivable can face a number of different risks:
- The likelihood of buying an illiquid or “dead” receivable. A bankruptcy procedure may be launched against the debtor, or the statute of limitations for collecting the debt has already expired. In addition, the debtor may simply be insolvent due to the lack of its own assets.
- In the event of liquidation, the former management may simply not transfer to the liquidator all the documents necessary for the buyer for further collection through the court.
- There is also a risk to buy an already repaid receivable. In this case, the purchaser will only waste money. You can play it safe by demanding a reconciliation statement from the receiver.
How to earn
Receivables in themselves for an organization is a bad thing, but for those who want to purchase it at a low price, and then collect the full amount, it is an opportunity to earn good money.
A person buying a debt can earn both on the difference between the purchase price and the further amount to be collected, and on the ability to recover penalties, penalties and fines from the debtor.
Earning opportunities vary greatly depending on the company that is selling its debts. Usually, for hopeless legal entities that are ready to go bankrupt, debtors can be completely different - both trustworthy clients and not so much.
It is more likely to buy “good” debt from quite successful companies that for some reason have counterparties with obligations.
For example, such an organization can be a mobile operator, which has a debt of subscribers (mainly legal entities) due to their advance payments to the balance sheet.
It takes a long time to wait for subscribers to “talk” the corresponding amount, and it is simply unprofitable - after all, a cellular operator needs working capital. This is how a debt that is quite real for collection is put up for auction.
So, the main ways to make money on accounts receivable:
- purchase for the purpose of further resale through a public auction;
- debt collection by way of legal proceedings;
- collection of fines, penalties and penalties from the debtor;
- repayment of its obligations by the purchased receivable by means of offsetting claims with another counterparty.
Each of these methods has its own characteristics. They are united by one thing - a rather long-term implementation, and, often, not always profitable.
So, the purchase of receivables is a way of earning money for some companies, while for others it is an opportunity to exercise their property rights in case of bankruptcy or liquidation.
The purchase can be made on electronic trading platforms or by finding a relevant announcement about the upcoming auction in the media.
Before buying, it is important to assess the debt - if a risk has been identified for many factors, it is better to refuse a dubious transaction.
Video: How to Choose the Ideal Bankruptcy Accounts Receivable - Step-by-Step Algorithm
Any company has accounts receivable. In a crisis, debt recovery is a particularly relevant topic. Not all debtors pay off debts on time. In addition, it is possible that the company needed money, and the due date for the contract has not yet arrived. In such a situation, there is a way out - the sale of receivables.
What is the sale of receivables
Most often, companies sell goods, works or services. But the law does not prohibit selling and debts. The sale of receivables is the transfer of claims for cash or other assets to another person (organization or "physicist"). That is, the new debtor will already demand the return of the debt from the buyer.
Debt assignment is beneficial to both the new and the old debtor. The original supplier gets paid immediately. But he most often sells receivables at a discount. In this case, the new debtor has the right to receive the entire amount from the debtor. That is, the discount is the company's earnings.
Sell accounts receivable in several ways:
- use the services of factoring firms or a bank;
- conclude an assignment agreement (assignment of the right of claim).
How to sell a receivable under a factoring agreement
Factoring is a financial service provided by a specialized firm (factoring) or bank. The factoring firm must be licensed to do this. In factoring, a specialized organization or bank acquires the debtor's monetary claims and independently collects the debt from him. The supplier company gets paid immediately.
There are three parties involved in the transaction:
- supplier (lender - the company that shipped the products. (provided a service or performed work);
- the buyer (the debtor who originally owes the supplier);
- factor, financial agent (specialized company or bank that acquired the debt).
Factoring benefits all three parties to the transaction. The supplier immediately receives the money, the buyer gets the opportunity to pay for the goods with a delay. The grace period usually does not exceed 180 days. The factor also does not work for free - it buys a receivable usually for 75–90% of the debt. Another option is that the supplier receives the entire amount of the debt, but for this he pays a commission to the factor. It is discussed in advance before making a deal.
Factoring is regulated by Chapter 43 of the Civil Code of the Russian Federation. In Russia, factoring can only be transferred under a contract monetary obligations... Moreover, those for which the due date has not yet come.
Factoring classification
Factoring is of several types.
With regression - the factor acquires the entire amount of receivables. But if he cannot collect the entire amount from the buyer, then the supplier will compensate him for the rest.
Without recourse - the factor also acquires the receivable, but if he was unable to collect part of the debt from the buyer, then the supplier does not compensate him for losses.
Open - the supplier notifies the buyer that he has used factoring services. The debtor transfers money directly to the bank.
Closed - the buyer will not know about the deal. He also continues to transfer the fee to the supplier's account, and he is already transferring cash factor.
If the demand has already arisen, then factoring is called real. But it is also possible to convey a requirement that will arise in the future. In this case, factoring is consensual.
Not only the supplier, but also the debtor himself has the right to resort to the services of a factoring service. For example, a supplier produces unique products, but the buyer does not have the opportunity to purchase the product on the terms of the counterparty. Then he turns to reverse factoring, which is similar to usual, with the difference that the initiator of the contract is the buyer. It implies the transfer of the buyer's obligations to pay for goods and services factoring company with the simultaneous transfer of the right to claim money for these goods from the supplier to the factor. In contrast to the classic scheme, with reverse factoring, the delivery is paid in full. The company receives a deferred payment. For the buyer, reverse factoring is an alternative to credit.
Sale of receivables under an assignment agreement
By cession agreement the supplier sells the debt in order to get money faster. That is, an assignment agreement is an agreement on the assignment of the right to claim a debt. It has two sides: the original creditor - the assignor and the buyer of the debt - the new creditor, or else he is called the assignee. The debtor is not a party to the assignment agreement, although he is involved in further calculations.
By general rule the buyer is not required to agree to the assignment if the contract did not contain a prohibiting clause. The supply agreement sometimes includes a clause stating that the seller has the right to assign the debt only with the buyer's consent. Both the original and the new creditor can notify the buyer about the assignment of the right to debt (clause 1 of article 385 of the Civil Code of the Russian Federation). To avoid confusion with this, the assignee clearly prescribes in the agreement who will inform the debtor about the change of the creditor and in what time frame. After all, a buyer who has not been notified of the assignment can transfer money to the original creditor. Then it will be considered that the buyer has fulfilled the obligation (clause 3 of article 382 of the Civil Code of the Russian Federation).
The agreement is concluded in the same form as the agreement under which the company sells receivables (clause 1 of article 389 of the Civil Code of the Russian Federation):
- in simple writing;
- in writing and notarized, if the original contract was registered by a notary;
- in writing and registered, if the transaction, the claims for which are assigned, was subject to state registration. For example, for lease agreements for a period of more than a year, state registration is required (Article 651 of the Civil Code of the Russian Federation). Therefore, an agreement on the assignment of debt under such an agreement must be registered with Rosreestr.
Unlike factoring, any organization has the right to acquire debt under an assignment agreement; no licenses are required for this. But there are also specialized firms - collection agencieswhose main activity is the purchase of debts.
You can sell not only current receivables, but also overdue and even bad debts. Which don't have to be monetary.
Usually, debt is sold for an amount that is less than the debt. In the contract, stipulate how much and in what time frame the new creditor must pay the supplier for the acquired claim.
The conclusion and confirmation of such a transaction is regulated by Articles 382-390 of the Civil Code of the Russian Federation.
In the contract for the sale of receivables, indicate:
- on the basis of which agreement a particular right arose;
- what is the obligation of the debtor;
- a list of documents and the terms for the transfer of documents certifying the right of claim, which the assignor must transfer to the assignee;
- other information regarding the assigned rights.
The assignor must attach to the contract documents certifying the right to demand from the debtor the performance of certain obligations. These can be contracts, invoices, invoices, acts of work performed (services rendered), etc.
Related Articles
