Specimen Deed of Assignment of Business Debts — Format 2026

Specimen Deed of Assignment explained: this guide covers what Specimen Deed of Assignment means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.

Assignment of Business Debts

An assignment of business debts (also called assignment of receivables or book debts) is the transfer of the right to receive payment from a debtor — from the assignor (original creditor) to the assignee (new creditor). Under Section 130 of the Transfer of Property Act, 1882: a transfer of an actionable claim (debt) may be effected by executing an instrument in writing. The debtor need not consent to the assignment — but must be NOTIFIED to ensure valid payment to the assignee. Assignment of debts is used in: (a) factoring (selling receivables to a factor for immediate cash), (b) securitization, (c) business sales (receivables transferred as part of the business), (d) debt recovery (assigning bad debts to collection agencies).

Specimen Deed of Assignment

DEED OF ASSIGNMENT OF BOOK DEBTS

Between (the "Assignor") AND (the "Assignee")

1. The Assignor hereby assigns, transfers, and conveys to the Assignee ALL right, title, and interest in the debts listed in the Schedule hereto — being amounts due from to the Assignor.

2. Consideration: Rs. — being [100% / discounted value at X%] of the total debts assigned.

3. Notice to Debtors: The Assignor shall send written notice to each debtor within [7] days informing them that the debt has been assigned to the Assignee and that future payments must be made to the Assignee.

4. Warranties: The Assignor warrants: (a) the debts are genuine and legally enforceable, (b) the amounts are correctly stated, (c) no prior assignment or charge, (d) no disputes or set-offs known.

5. Collection: From the date of assignment: the Assignee shall have the exclusive right to collect the debts — including: issuing demand notices, filing suits, and executing decrees.

Schedule — Debts Assigned

Key Legal Points

(a) Section 130 TPA: Assignment must be by written instrument signed by the assignor. (b) Notice: The assignor MUST give written notice to the debtor (Section 131) — until notice is given, the debtor can validly pay the assignor (and is discharged). (c) The debtor's defences are preserved: The assignee takes the debt subject to all equities — the debtor can raise against the assignee any defence they could have raised against the assignor (set-off, fraud, payment already made). (d) Stamp duty: Nominal — Rs. 100-500 in most states. (e) Registration: Not required (debts are movable property — registration is optional).