Acte de Cession de Créances Professionnelles Template for France

An Acte de Cession de Créances Professionnelles is a specialized legal document under French law that formalizes the transfer of professional receivables from one business entity to another, typically a credit institution. This instrument operates under the framework established by the Loi Dailly of 1981 and is governed by specific provisions in the Code monétaire et financier, making it a cornerstone of business financing in France.

When do you need this document?

You need an Acte de Cession de Créances Professionnelles when your business requires immediate cash flow from outstanding professional invoices. This situation commonly arises when you have issued invoices to professional clients but need liquidity before the payment terms expire. The document is essential for factoring arrangements, where you transfer your receivables to a financial institution in exchange for immediate payment, minus a fee. It's also required when restructuring debt, securing business loans using receivables as collateral, or when selling part of your business assets that include outstanding professional claims. The Loi Dailly framework specifically applies to transactions between professionals, excluding consumer debts from this mechanism.

Key legal considerations

The validity of your Acte de Cession de Créances Professionnelles depends on several critical elements. The transferred receivables must be professional in nature, arising from commercial relationships between businesses. You must provide comprehensive warranties regarding the existence, validity, and collectibility of the ceded claims. The document must clearly identify both parties—le cédant (transferor) and le cessionnaire (transferee)—with their complete business registration details including SIREN numbers. The transfer price and payment terms require precise specification to avoid future disputes. Additionally, you must ensure that the underlying receivables are not already subject to other security interests or prior assignments. The bordereau Dailly, which accompanies this deed, serves as the operative document that legally transfers ownership of the receivables and must comply with strict formal requirements.

Legal requirements in France

French law imposes specific obligations for professional receivables assignments under the Code monétaire et financier Articles L313-23 to L313-35. The cessionnaire must be an authorized credit institution or financial company regulated by French banking authorities. The assignment becomes effective upon signature of the bordereau Dailly, which must contain mandatory information including the identity of debtors, amounts, and due dates of transferred receivables. You must maintain detailed records of the assigned receivables and provide them to the cessionnaire upon request. The 2016 reform of contract law under Ordinance 2016-131 has modernized certain aspects of receivables assignments, particularly regarding notification requirements to debtors. Under French Civil Code provisions, you retain liability for the existence of the debt but not for the debtor's solvency unless specifically agreed. The assignment must respect commercial law requirements regarding business relationships and cannot circumvent consumer protection regulations.