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Factoring Receivables Agreement for Philippines

Factoring Receivables Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes the terms and conditions for the sale and purchase of accounts receivable between a business (Client) and a financial institution (Factor). The agreement complies with the Republic Act No. 8556 (Financing Company Act) and relevant BSP regulations, detailing the purchase price calculation, eligibility criteria, representations and warranties, collection procedures, and rights and obligations of all parties. It includes specific provisions for notice requirements, payment mechanisms, and remedies under Philippine jurisdiction, while addressing local commercial practices and regulatory requirements.

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What is a Factoring Receivables Agreement?

The Factoring Receivables Agreement is a crucial financial instrument in the Philippine business landscape, designed to provide businesses with immediate working capital by selling their accounts receivable to a financial institution (Factor). This agreement is particularly valuable for companies seeking to improve cash flow without traditional borrowing. The document, structured under Philippine law and regulations, including the Financing Company Act and BSP guidelines, comprehensively outlines the mechanics of the factoring relationship, including purchase terms, pricing, collections, and risk allocation. It's essential for businesses of all sizes looking to accelerate their cash flow cycle and is commonly used in both domestic and international trade contexts, with specific provisions addressing Philippine regulatory requirements and local commercial practices.

What sections should be included in a Factoring Receivables Agreement?

1. Parties: Identification of the Factor and the Client (Seller) with complete legal names and addresses

2. Background: Context of the agreement, nature of the Client's business, and purpose of the factoring arrangement

3. Definitions: Definitions of key terms used throughout the agreement including Receivables, Eligible Receivables, Purchase Price, etc.

4. Purchase and Sale of Receivables: Core provisions regarding the sale and assignment of receivables, including the true sale nature of the transaction

5. Purchase Price and Payment Terms: Calculation of purchase price, advance rate, reserves, and payment mechanisms

6. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for purchase

7. Representations and Warranties: Client's representations regarding their business, receivables, and compliance with laws

8. Covenants: Ongoing obligations of the Client including reporting requirements and operational covenants

9. Collection and Servicing: Procedures for collection of receivables, establishment of collection accounts, and servicing arrangements

10. Events of Default: Circumstances constituting default and consequences thereof

11. Remedies: Factor's rights and remedies upon occurrence of an event of default

12. Fees and Expenses: All fees payable to the Factor including factoring fees, processing fees, and expense reimbursement

13. Term and Termination: Duration of the agreement and circumstances for termination

14. General Provisions: Standard provisions including notices, amendments, governing law, and dispute resolution

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

1. Credit Insurance: Required when the factoring arrangement includes credit insurance coverage

2. Electronic Trading Platform: Needed when the parties use an electronic platform for receivables submission and trading

3. Cross-Border Provisions: Required for international factoring arrangements

4. Recourse Provisions: Detailed terms for recourse factoring when the Client retains the credit risk

5. Security Interest: Required when additional collateral is provided beyond the receivables

6. Sub-servicing: Needed when a third-party servicer is involved in collections

7. Parent Guarantee: Required when a parent company guarantee is part of the arrangement

8. Joint and Several Liability: Needed when multiple entities are involved as Clients

What schedules should be included in a Factoring Receivables Agreement?

1. Schedule A - Eligibility Criteria: Detailed listing of all criteria for acceptable receivables

2. Schedule B - Fee Schedule: Comprehensive breakdown of all fees and charges

3. Schedule C - Form of Purchase Request: Standard form for requesting purchase of receivables

4. Schedule D - Form of Notice to Debtors: Template for notifying debtors of the assignment

5. Schedule E - Operational Procedures: Detailed procedures for submission and processing of receivables

6. Schedule F - Required Reports: Forms and templates for periodic reporting

7. Schedule G - Excluded Debtors: List of debtors whose receivables are not eligible for purchase

8. Appendix 1 - Collection Account Details: Specifications of designated collection accounts

9. Appendix 2 - Power of Attorney: Form of power of attorney for collection purposes

10. Appendix 3 - Compliance Certificates: Templates for periodic compliance certification

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

Philippines

Publisher

Ƶ

Document Type

Finance Agreement

Cost

Free to use
Relevant legal definitions




























































Clauses








































Relevant Industries

Financial Services

Manufacturing

Wholesale Trade

Retail

Construction

Technology

Healthcare

Transportation and Logistics

Agriculture

Telecommunications

Export/Import

Professional Services

Relevant Teams

Finance

Legal

Treasury

Credit

Accounts Receivable

Risk Management

Operations

Compliance

Commercial

Business Development

Collections

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Credit Manager

Accounts Receivable Manager

Financial Controller

Risk Manager

Legal Counsel

Commercial Director

Business Development Manager

Operations Manager

Collection Manager

Compliance Officer

Managing Director

Finance Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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