Legal Q&A · Commercial Contracts

How can a claim be transferred to another person by assignment?

Law as at 21 July 2026

Short answer

A creditor can assign a claim to another person by written agreement without the debtor's consent. Ancillary entitlements and related rights pass with it. The debtor must be notified without undue delay; until then, payment to the original creditor can still discharge the debt. Claims tied to the creditor's person, exempt from enforcement, or subject to a statutory or agreed assignment prohibition cannot be assigned.

A claim is an asset and can generally be transferred. The creditor, or assignor, may assign it by written agreement to another person, the assignee, even without the debtor’s consent (Section 524(1) of the Civil Code). Writing is required; an oral assignment will not hold up. Ancillary entitlements, such as interest, and all related rights, including security, pass to the new creditor with the claim (Section 524(2)).

Which claims cannot be assigned?

Not every claim is assignable. Assignment is excluded for a claim that ends no later than the creditor’s death or whose content would change with a change of creditor, and for a claim that cannot be subject to enforcement (Section 525(1)). A claim also cannot be assigned if this would conflict with the law or an agreement with the debtor (Section 525(2)). It is therefore important to check for an assignment prohibition, or pactum de non cedendo.

Must I notify the debtor?

To ensure the debtor knows whom to pay, the assignor must notify the assignment without undue delay (Section 526(1)). Until the debtor is notified or the assignee proves the assignment, payment to the original creditor also discharges the obligation. If the assignor gives the notice, the debtor can no longer demand production of the assignment agreement (Section 526(2)). Correct, timely notice therefore protects the new creditor against payment to the wrong recipient.

When assignment is used

Assignment is used in claim sales, financing, intra-group transfers and the resolution of disputed debts. We prepare the agreement, debtor notification and assignment prohibition checks through assignment and set-off of claims. If the assigned claim also needs collecting, we follow through with debt recovery, and often coordinate the assignment with a bespoke commercial agreement.

This answer provides general information on the law as at 21 July 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.

More legal questions

All questions and answers
  1. What documents do I sign when buying a franchise? Almost never just one document. Alongside the franchise agreement, you sign acknowledgment of the operating manual, a lease or sublease of the premises and security documents, most commonly a blank promissory note with a completion agreement, personally guaranteed by a member of the franchisee company. Sometimes documents for a joint company with the franchisor are added. The package can only be assessed as a whole because the documents refer to one another.
  2. What is an agreement to enter into a future agreement, and how binding is it? The parties undertake in writing to enter into a specified future agreement by an agreed date and must agree its essential terms. If one party does not conclude it, the other may, within one year, ask the court to substitute that party's expression of intent, and may also seek damages. The obligation ends if circumstances change substantially.
  3. Can the franchisor change the operating manual unilaterally? Generally yes, and appropriately so: the manual is a living document that maintains network standards. The right is not unlimited, however. Changes are restricted to what the parties agreed, and a change to the substance of the obligation or the agreed price cannot be imposed by referring to the manual. The key questions are whether the agreement allows time for implementation and who bears the resulting investment costs.
  4. Which law governs a franchise agreement between a Czech and a Slovak company? If the parties do not choose the law, the franchise agreement is governed by the law of the franchisee's habitual residence: the party taking and operating the franchise, rather than the brand owner's country. This follows from the Rome I Regulation's specific franchise rule. We therefore recommend an express choice of law; otherwise, a Slovak franchisor may discover that its Czech network operates under Czech law.

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Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

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