Commercial participants in most cases enter into a bilateral agreement. Such an agreement involves mutual rights and obligations. In particular, each side simultaneously acts as a creditor and debtor. Relevant in these respects is the question of the movement of material goods. Next, we consider such a concept as the assignment of a claim. 
General definition of obligation
It is reflected in Art. 307, Clause 1. Under the obligatory legal relationship is understood such interaction, within which one person must perform certain actions in favor of another. These, for example, include:
- Completing of the work.
- Transfer of property.
- Payment of money and so on.
An obligation may include abstention from any action. The creditor in the framework of legal relations has the opportunity to demand the fulfillment of the conditions. This definition characterizes one of the simplest models of contractual obligations. However, such examples are quite rare in practice. This model is valid, for example, under a loan obligation.
Assignment of Claim: Definition
This term should be understood as the change in the active subject (creditor) in accordance with the terms of the contract. By agreement, one party (assignor) transfers to the other (assignee) the right to demand performance by a third party (debtor). The acquisition of such an opportunity should not entail a deterioration in the position of the passive party to the transaction. The active use of the cession institute in modern conditions of housekeeping is caused by the complication of market turnover.
Classification
Depending on the participants' obligations and rights, the assignment may be unilateral or mutual. The agreement may be gratuitous and onerous. In the latter case, the rules of barter, sale, and so on are applicable to the contract. Regarding gratuitousness, various opinions can be found in legal literature. For example, some experts note that the law establishes a ban on donation between commercial organizations. Moreover, they are allowed forgiveness and transfer of debt, assignment of the right to claim. Experts see this as an opportunity to circumvent the established in Art. 575 CC prohibition of donation. Other experts deny the independence of the cession. 
Arbitrage practice
Today, arbitration recognizes the condition of retribution in the assignment agreement as binding. According to the Decree of the BAC Presidium, attention is focused on the fact that in the absence of this fact, the assignment of the right to claim debt between commercial enterprises is recognized as a gift. All decisions taken in these cases, the Higher Judicial Body overturned and sent for a new consideration. The instances did not take into account the moment on the validity of the agreements on the assignment of claims.
Main elements
Assignment of claims requires one essential condition. It is the subject of the transaction. It may be the possibility of a claim or a law of obligations. The subject of the contract must be individualized. When entering into an agreement from which any requirement arises, the assignee is required to determine its type and nature. Individualization is achieved by establishing the five elements of the transaction. In particular, we are talking about the passive and active parties, the subject, content and basis of the requirement. In the absence of certainty in the contract, it is likely that the claim will be denied.
Subjects
Assignment requires the participation of the original creditor. He may dispose of his ability. This right is realized, in particular, by terminating it if a counterparty arises from the requirement of the same content. A person acquiring this opportunity becomes a new creditor - an assignee. Russian law does not have an exact list allowing the assignment of rights of claim of a debtor and creditor. Nevertheless, using general norms, it is possible to determine the scope of this opportunity.
Due to the fact that the right to conclude any transaction that does not contradict the law acts as one of the elements of legal personality, the change of subjects in any obligation may be considered permissible. This provision is enshrined in Art. 18 - for physical, and art. 48, p. 1, Article 49, paragraph 1 - for legal entities. Certain difficulties take place in relations with the participation of municipal and state entities. For them, the assignment of rights of claim may be based on paragraph 1 of Article 124. In accordance with the regulation, participation in civil circulation with legal entities and individuals on an equal footing is allowed for these entities. 
License
According to some authors, this permit should be an integral condition for concluding an assignment agreement. The availability of a license will determine the ability of an entity to participate in such an agreement. Thus, a contract that provides for the assignment of rights of claim may be invalidated if one of the parties does not have a document authorizing this type of activity, if obligations arose from a document signed during the implementation of activities subject to licensing.
The opinions of modern civilians on this subject were divided. Some believe that in accordance with Art. 819 of the Civil Code for an obligation arising from a loan agreement, only a banking or other financial company may act as an active party. Due to the fact that the formation of the subject structure is carried out in this case in a certain order, the assignment of the right to claim debt can be applied exclusively in favor of special legal entities. According to other experts, after the issuance of funds, the fulfillment of obligations by the bank is determined by the loan procedure. It does not prohibit an organization from controlling the right of claim at its discretion.
Financial statements
How is the assignment of the right of claim reflected in the income-generating articles? Postings of these operations are as follows:
- Debit 76: "Settlement with creditors and debtors, subaccount" "Assignee".
- Credit 91-1: "Other income" - in the amount of the debt of the new creditor under the contract.
- Debit 91-2: "Other expenses".
- Credit 62: “Settlement with customers and customers” - for the amount of realized receivables.
In the process of filling in the reporting, data on assignment transactions are reflected in form No. 2 on lines 100 "Other operating expenses" and 090 "Other operating income". 
Taxation
Section 155 provides for the procedure for establishing tax under which the assignment of the right of claim falls. VAT can be determined as follows:
- General procedure 3. It is valid for the assignment by the creditor of a monetary claim, which follows from the sales contract 2.
- Determining the difference between the income received from a passive participant and the cost of acquiring an obligation. This procedure applies to sales contract 4.
In paragraph 4, Art. 155 Tax Code governs the taxation of concessions that are received from third parties. In this case, the calculation is carried out as well as in the latter case, given above.
Assignment of claim rights in construction
Today, the real estate market often uses a special scheme. In accordance with it, the developer concludes an equity agreement with his affiliate company.The legal entity acts as an equity holder in this agreement, which formally has no relation to the company. However, it is managed by the developer through, for example, the institution of nominee directors. Such a company is usually called an investor. The subject of the contract is either all residential premises in the house, or a significant part of them. Several agreements may also be concluded for all areas. After registration of such an agreement, the “sale” of residential premises begins directly.
In this case, the assignment of the right to claim for an apartment under an equity agreement is used. There is nothing illegal in such a process, but it is important to know a number of nuances. One of the essential ones is considered directly the content of the agreement on shared participation between the investor and the developer. It may include a ban on change of persons in the obligation. The content also often describes the procedures for obtaining prior approval from the developer for assignment. Specialists recommend, in order to avoid problems, require a copy of the contract from the investor. You should carefully study the procedure for granting concessions. It makes no sense to rely on the registration service employee to understand these nuances. If the concession was formalized by the Regpalate despite the existence of a direct prohibition of it in the contract without the prior consent of the developer, submitted in writing, such transactions shall be invalidated. 
The procedure for signing the assignment agreement
The law regulates the question of in what form the agreement should be concluded. In Art. 389 CC in accordance with the general rules, the assignment is made in the same way as the original contract. It can be notarized. In this case, the assignment is also certified. The contract can be drawn up in a simple (written) form.
Assignment should also be executed in the usual form. The model of assignment of claims presented below illustrates the main points that should be reflected in the contract. The law does not provide for any requirements for the execution of assignments arising on the basis of oral transactions, as well as facts that do not act as transactions. The latter, for example, include various events. Administrative acts, legal acts and so on. 
Other conditions
The definition of the term in the contract is not considered an integral element of its conclusion. The term may be determined by the parties by mutual agreement. In the absence of indications for the period, the right of claim is recognized transferred from the date of the contract. What can be mistaken for the outward manifestation of transmission? The agreement of the participants acts as it, regardless of the form of its achievement. This can be directly the assignment agreement itself or the acceptance certificate attached to it.
Responsibilities and Opportunities of the Parties
Here you should refer to Articles 390 and 385 of the Civil Code. According to the provisions, the assignor must:
- Transfer papers that certify the assignment.
- Provide data relevant to the implementation of this opportunity.
- Compensate the damage to the assignee in case the transferred right proves to be invalid for some reason.
- Respond for an unfulfilled obligation.
These provisions correspond to the rights of the assignee. 
Important point
The transfer of documents that certify the assignment is accompanied by the actual transfer of rights. The new creditor receives them in the same volume and on the same grounds that existed at the time of the conclusion of the original contract. Powers are made dependent on the divisibility of the subject.
It should be said that there are ambiguous approaches to this issue. So, some authors believe that, depending on the subject, the right can be transferred partially or fully. The highest judicial authorities believe that only those agreements in which the subject composition will be completely changed will comply with the law.Upon assignment of the right of claim, an unconditional replacement of the person is assumed. Thus, the previous lender must completely withdraw from the transaction.
