Powered by Lexis+®
Jurisdiction(s):
United Kingdom
CASE STUDY

“LexisPSL and the other Lexis solutions support our business in exactly the way we want. They enable us to quickly turn around work and deliver the best possible service to our clients.”

SBP Law

Access all documents on Receivables purchase agreement

Receivables purchase agreement meaning

What does Receivables purchase agreement mean?
A receivables purchase agreement is a contract under which a buyer purchases a seller’s receivables (for example, invoices and trade debts) for cash, commonly used in factoring, invoice discounting and securitisation. It structures receivables financing as a sale and purchase rather than a loan secured over book debts. The term is a market description, not generally defined in legislation or case law. Key legal features include: transfer mechanics for existing and future receivables; purchase price/discount; with- or without-recourse risk allocation; eligibility criteria; warranties of title and enforceability; notice to debtors; set-off and defences; servicing and collections (often by the seller as servicer); segregation or trusts over proceeds; perfection and priority; and insolvency remoteness and true sale analysis (to mitigate recharacterisation as security). Across the UK and Ireland, usage is broadly consistent, with differences in transfer formalities: - England & Wales and Northern Ireland: receivables are transferred by assignment; a statutory legal assignment requires writing and notice to the debtor, otherwise the transfer is equitable. - Ireland: similar common law and statutory assignment principles apply. - Scotland: receivables are transferred by assignation; effectiveness and priority have historically depended on intimation to the debtor, with reforms introducing registration mechanisms under the Moveable Transactions (Scotland) Act 2023.
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.

View the related News about Receivables purchase agreement

NEWS
Good faith precludes s 423 IA 1986 relief despite undervalue and improper purpose; Katerra shares later worthless (Credit Suisse v SoftBank)

Credit Suisse Virtuoso Sicav-Sif (in respect of its Sub-Fund, the Credit Suisse (Lux) Supply Chain Finance Fund) and another company v Softbank Group Corp and other companies [2025] EWHC 2631 (Ch) What was the background? This dispute arose from an intricate financing arrangement connecting the Greensill, Katerra and SoftBank groups. Credit Suisse Virtuoso Sicav‑SIF (Credit Suisse) invested, through its Credit Suisse (Lux) Supply Chain Finance Fund (the SCF Subfund), in notes arranged and administered in England by Greensill Capital (UK) Ltd (GCUK) and issued by Hoffman S.à r.l. (Hoffman) under a scheme known as the Fairymead Multi‑Obligor Programme (the Fairymead Note Programme). The intended collateral for that programme comprised certain rights (the Participations) granted under a Participation Agreement dated 19 December 2019 by a special purpose vehicle, Greensill Ltd (GL), to its immediate parent, GCUK. GCUK then assigned those participation rights to Hoffman, which in turn transferred them to Citibank N.A., London Branch, acting as note trustee for the Fairymead Note Programme. The Participations related to receivables sold,...

Read More Right Arrow

View the related Practice Notes about Receivables purchase agreement

PRACTICE NOTES
Borrowing Base Facilities in Trade and Commodity Finance: Eligibility, Calculation, Reporting, Lender Risks and Cross-border Security; LMA 2026 and Electronic Trade Documents Act 2023 Updates

What is a borrowing base facility? Borrowing base facilities (‘BB Facilities’) are a form of trade finance. They are working capital arrangements that provide short-term liquidity either through advances or by issuing trade instruments, such as letters of credit (see: Letters of credit—overview) or on demand guarantees (see: On demand guarantees/bonds—overview). These facilities are fully secured against current assets—commonly trading receivables, inventory (i.e. goods in storage or in transit), cash and contractual rights—of the borrower and/or other security providers. Consequently, the borrower’s available capital at any given time is directly linked to the value of the assets securing the lender(s). BB Facilities are typically offered to trading companies on a revolving basis to fund the purchase, storage, transport and sale of prescribed commodities. They are often used to finance a pool of traded assets subject to high price volatility. Reflecting this, a standard borrowing base facility agreement will include provisions focused on those assets and their valuation. A typical BB Facility has a tenor of 1–2 years, although...

Read More Right Arrow