Study On The Effect Of Future Accounts Receivable Assignment In Factoring

Due to the rapid economic development,strong demand for corporate financing,the rapid development of the business of reasoning,there will not be the actual existence of future accounts receivable transfer,in order to obtain financing of the factoring contract.The Civil Code recognizes the assignability of future accounts receivable by establishing a special chapter on the provision of the factoring contract in the contract division and incorporating existing or included accounts receivable in the underlying of the assignment of the factoring contract.The specific meaning of accounts receivable is not stipulated in Chinese laws and regulations."accounts receivable" is an accounting term,but legal scholars have different understanding of its meaning.Different from the rights pledge accounts receivable including loan claims,accounts receivable in factoring based on the uniqueness of factoring,should not include claims a result of the provision of financial services.Allowing the transfer of future accounts receivable is the embodiment of the commercial benefit value in the game with the security value.However,not all future accounts receivable are transferable,and there is still a need to limit the scope of future accounts receivable assignments and to enhance the identifiability of the underlying accounts receivable.Combined with the provisions of the comparative law on the transferability of future claims and the attitude towards the transfer of future accounts receivable in the factoring in our judicial practice,the legality,authenticity and relative certainty of the future accounts receivable of the assignment are used as the criteria for judging the transferability of future accounts receivable.In the effectiveness of the transfer of accounts receivable in the future,the entry into force between the parties to the factoring contract is related to the attribution of claims,and for the nature of the transfer of claims,the quasi-property right behavior says that the transfer of claims is divided into burden behavior and disposition behavior.Combined with the theory of pre-disposition.The disposition is not authorized after the fact to be corrected to produce the effect of the right to punish.In the future,when accounts receivable are actually generated,the assignment of the transferer shall take effect and the accounts receivable shall be obtained by the reason.The effective point goes back to the time when the reasoning contract was established,when the factoring contract was established as the effective point at which the rights of future accounts receivable were transferred,in order to protect the priority of the first transferee.With regard to the effect of future assignments of accounts receivable on the debtor,our country adopts notification arrival effectiveness.Only after the appropriate notice subject has effectively notified the debtor can the assignment of accounts receivable take effect on the debtor in the future.The Civil Code clearly defines the suitability of the reasoning person as the subject of the notice in the factoring contract,and the reasoning person may notify the debtor,at the same time attaching the necessary documents for the debtor’s examination.The factoring notification time for future accounts receivable does not have to wait for future accounts receivable to actually occur,and may be notified when it has not yet occurred.Depending on the type of future accounts receivable,different forms of notification may be taken,and the basic contract may be concluded by means of a one-time general notice;Where the underlying contract has not yet been concluded,notice shall be made after each future accounts receivable has been determined,by way of multiple notifications.The effect of future accounts receivable assignments on other transferee applies primarily to the case of multiple assignments.Article 769 of the Civil Code provides for the principle of priority preference for registration and clarifies the counter-effectiveness of the registration of accounts receivable transfer registration in factoring business if creditors enter into multiple factoring contracts for the same accounts receivable,which leads to multiple factors claiming rights.For a processing contract for a future assignment of accounts receivable,the reasoner may register the assignment at the Chinese ministration bank credit center’s accounts receivable pledge registration system at the time of the signing of the accounts receivable contract.The effective point of the transfer of future accounts receivable to other assignees shall be subject to the time of registration,that is,the effect of confrontation occurs after the registration of the transfer.The factoring can not only guarantee its own priority through registration,but also know whether the receivables involved in the contract have been transferred or pledged by querying the creditor’s previous registration,so as to better grasp the risks involved in the factoring businessTo protect the transaction security of factoring business of future receivables and prevent transaction risks,the most feasible way is to perfect the registration system of creditor’s rights transfer.The current accounts receivable transfer registration is through the accounts receivable pledge registration system of the credit information center of the People’s Bank of China.The central bank can refine the registration content and distinguish between the existing accounts receivable registration and the future accounts receivable registration.Simplify the registration procedures and procedures,so that the registration is fast and efficient,and pay attention to the protection of commercial transaction information.At the same time,implement the real-name registration system,the third party inquiry information must be assisted by the parties,implement the limited disclosure of the registration information,balance the transaction security and the protection of business secrets.The factoring should perform the duty of prudence before the signing of the factoring contract.Since the future receivables have not actually occurred,the requirements on the commercial credit and operation ability of the creditor and debtor are higher,and the factoring should investigate the credit situation of the business data of the factoring financier.In the factoring contract,the right of recourse also plays a vital role in protecting the interests of the factoring.If the future receivables fail to materially occur,the factoring party may claim the factoring financier to bear the liability for breach of contract according to the factoring contract.