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Receivables Transfer Agreement for Hong Kong

Receivables Transfer Agreement Template for Hong Kong

A comprehensive legal agreement governed by Hong Kong law that facilitates the transfer of accounts receivable or other receivables from one party (the Transferor) to another party (the Transferee). The document outlines the terms and conditions of the transfer, including purchase price, representations and warranties, and perfection requirements. It ensures compliance with Hong Kong legal requirements, including the Law of Property Ordinance and Companies Ordinance, and addresses notice requirements, registration obligations, and stamp duty considerations. The agreement can be structured as either an absolute assignment or as security, with provisions for both with-recourse and without-recourse arrangements.

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What is a Receivables Transfer Agreement?

The Receivables Transfer Agreement is a crucial document used in Hong Kong's financial and commercial landscape when businesses need to transfer their accounts receivable or other receivable rights to another party, often for financing purposes or as part of a larger transaction. This agreement is commonly utilized in factoring arrangements, securitization transactions, or as security for financing facilities. The document must comply with Hong Kong legal requirements, particularly the Law of Property Ordinance (Cap. 219) and Companies Ordinance (Cap. 622), and typically includes detailed provisions on the transfer mechanism, purchase price calculations, representations about the receivables' status, and perfection requirements. It's essential for businesses seeking to monetize their receivables or obtain financing against their receivable assets, while providing legal certainty and protection for both transferor and transferee.

What sections should be included in a Receivables Transfer Agreement?

1. Parties: Identifies and defines the Transferor and Transferee, including their full legal names, registration details, and addresses

2. Background: Sets out the context of the agreement, including the existence of the receivables and the parties' intention to transfer them

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Transfer and Assignment: Core provision detailing the transfer of the receivables, including the effective date and scope of transfer

5. Purchase Price and Payment: Specifies the consideration for the transfer and payment mechanisms

6. Conditions Precedent: Lists conditions that must be satisfied before the transfer becomes effective

7. Representations and Warranties: Transferor's warranties regarding ownership, validity, and status of the receivables

8. Perfection Requirements: Steps required to perfect the transfer, including notice requirements and registrations

9. Further Assurance: Obligations to execute additional documents or take further actions to effect the transfer

10. Costs and Expenses: Allocation of transaction costs, including registration fees and stamp duty

11. Confidentiality: Obligations regarding confidential information and permitted disclosures

12. Notices: Process for giving formal notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

14. Execution: Signature blocks and execution formalities

What sections are optional to include in a Receivables Transfer Agreement?

1. Security Interest: Required if the transfer is by way of security rather than absolute assignment

2. Recourse: Include when specifying whether the transfer is with or without recourse to the Transferor

3. Collection Arrangements: Needed when specifying special arrangements for collecting the receivables post-transfer

4. Data Protection: Required when the receivables involve personal data

5. Trust Arrangements: Include when collections are to be held on trust pending transfer

6. Additional Transferor Obligations: Include for ongoing obligations of the Transferor post-transfer

7. Tax Provisions: Required when specific tax arrangements or indemnities are needed

8. Currency Provisions: Include when receivables are in multiple currencies or require conversion

What schedules should be included in a Receivables Transfer Agreement?

1. Schedule 1 - The Receivables: Detailed list and description of all receivables being transferred

2. Schedule 2 - Form of Notice to Debtors: Template notice to be sent to debtors informing them of the transfer

3. Schedule 3 - Conditions Precedent Documents: List of required documents and conditions to be satisfied

4. Schedule 4 - Perfection Requirements: Detailed procedures and requirements for perfecting the transfer

5. Schedule 5 - Representations and Warranties: Detailed warranties regarding the receivables and related matters

6. Schedule 6 - Power of Attorney: Form of power of attorney for perfection actions

7. Appendix A - Relevant Contracts: Copies or details of the contracts giving rise to the receivables

8. Appendix B - Transfer Forms: Any statutory or required forms for the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Hong Kong

Publisher

Ƶ

Document Type

Confirmation Letter

Sector

Sales

Cost

Free to use
Relevant legal definitions






































Clauses
































Relevant Industries

Banking

Financial Services

Asset Management

Manufacturing

Retail

Technology

Healthcare

Construction

Import/Export

Professional Services

Telecommunications

Insurance

Supply Chain & Logistics

Relevant Teams

Legal

Finance

Treasury

Credit Control

Accounts Receivable

Risk Management

Compliance

Operations

Commercial

Company Secretarial

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Commercial Director

Credit Manager

Accounts Receivable Manager

Risk Manager

Company Secretary

Financial Controller

Transaction Manager

Compliance Officer

Business Development Director

Operations Director

Industries








Teams

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