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Receivables Transfer Agreement Template for United Arab Emirates

A legally binding agreement governed by UAE law that facilitates the transfer of accounts receivable from one party (the Transferor) to another (the Transferee). The agreement complies with UAE Civil Code requirements and applicable Central Bank regulations, documenting the terms and conditions of the transfer, including purchase price, representations and warranties, and collection mechanisms. It addresses specific UAE legal requirements for assignment of rights, notice to debtors, and perfection of transfer, while considering both conventional and Islamic finance principles where applicable.

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What is a Receivables Transfer Agreement?

The Receivables Transfer Agreement is a crucial document used in the UAE for businesses seeking to monetize their accounts receivable or implement financing arrangements. It enables companies to transfer their rights to receive payment from debtors to another party, typically a financial institution or factoring company. The agreement must comply with UAE Federal Law No. 5 of 1985 (Civil Code) and Federal Law No. 18 of 1993 (Commercial Code), addressing specific requirements for valid assignment of rights. This document is particularly important in the UAE market where receivables financing is growing as an alternative funding source. The agreement covers essential elements including transfer mechanics, representations about the receivables' quality, collection procedures, and remedies, while ensuring compliance with UAE Central Bank regulations and, where applicable, Islamic finance principles.

What sections should be included in a Receivables Transfer Agreement?

1. Parties: Identification of the Transferor and Transferee with full legal names and addresses

2. Background: Context of the transfer, description of the receivables, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Transfer and Assignment: Core provisions detailing the transfer of receivables, consideration, and effective date

5. Conditions Precedent: Conditions that must be satisfied before the transfer becomes effective

6. Representations and Warranties: Statements of fact and assurances from the Transferor regarding the receivables and their authority

7. Transferor Covenants: Ongoing obligations of the Transferor including cooperation and documentation

8. Payment Provisions: Details of payment mechanisms, timing, and currency

9. Notice Requirements: Provisions regarding notification to debtors and other relevant parties

10. Further Assurance: Obligations to execute additional documents and take necessary steps to perfect the transfer

11. Costs and Expenses: Allocation of costs related to the transfer and registration

12. Governing Law and Jurisdiction: Specification of UAE law and relevant courts

13. Miscellaneous: Standard boilerplate provisions including severability, amendments, and notices

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

1. Recourse Provisions: Used when the transfer includes recourse rights against the Transferor

2. Islamic Finance Compliance: Required when the transaction needs to comply with Shariah principles

3. Security Provisions: Included when additional security or guarantees are provided

4. Collection Procedures: Required when the Transferor continues to collect receivables as agent

5. Tax Provisions: Detailed tax provisions when cross-border elements exist

6. Data Protection: Required when personal data is involved in the transferred receivables

7. Currency Provisions: Needed when receivables are in multiple currencies

8. Step-In Rights: Used when Transferee may need to take over collection directly

What schedules should be included in a Receivables Transfer Agreement?

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

2. Schedule 2 - Form of Transfer Notice: Template notice to be sent to debtors

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

4. Schedule 4 - Form of Compliance Certificate: Template for periodic compliance certification

5. Schedule 5 - Collection Account Details: Details of accounts for receiving payments

6. Appendix 1 - Existing Security: Details of any existing security over the receivables

7. Appendix 2 - Power of Attorney: Form of power of attorney for perfection actions

8. Appendix 3 - Financial Information: Relevant financial information about the receivables

Authors

Alex Denne

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

Publisher

Genie AI

Cost

Free to use

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