Two stages
The agreement defines alternative performance; actual provision discharges the debt.
Form follows the asset
Real estate, company interests and certain rights require registration or notarisation.
Bankruptcy review
Individual asset transfer may conflict with collective creditor distribution.
Accord, novation or sale
| Structure | Debt termination | Main distinction |
|---|---|---|
| Accord and satisfaction | Upon actual alternative performance | Creditor accepts something else in discharge |
| Novation | When the replacement agreement takes effect | A new obligation arises between the same parties |
| Sale | Does not automatically discharge the old debt | Independent reciprocal payment obligation |
| Set-off | Upon effective declaration and statutory conditions | Mutual homogeneous claims terminate |
Civil Code Article 409 allows a debt to end through alternative performance. Supreme Court Plenum Resolution No. 6 emphasises actual provision and compliance with the form applicable to the transferred asset. Partial transfer requires a finding on whether the whole debt or only part ended.
Transaction review
Establish the original debt
Prove basis, amount, maturity, security and performance before the accord.
Describe the subject precisely
State the asset, value, condition, transfer date and discharged debt amount.
Document performance
Use an act, payment, rights registration or notarial action as required.
Assess bankruptcy impact
Compare asset and debt values, creditor position, timing and party knowledge.
Agreement terms to verify
Updated after checking the law on 24 October 2026. The asset’s agreed value and the amount of debt discharged are separate matters. Do not leave interest, penalties or the remaining balance to an assumption.
| Part | Specify | Record |
|---|---|---|
| Original debt | Basis, reference date, principal and additional claims | Contract, reconciliation and detailed calculation |
| Subject matter | Exact identification, components and known defects | Title records, inventory and inspection |
| Discharge | The whole debt or specified amounts with an express remainder | Agreed before-and-after schedule |
| Performance | Date, location, expenses, acceptance and necessary registration steps | Transfer record, payment or title-transfer entry |
| Availability | Authority to dispose and restrictions at the current bankruptcy stage | Court acts, authority, required decisions and consents |
Hypothetical calculation: RUB 1,000,000 principal, RUB 120,000 interest and RUB 30,000 penalties total RUB 1,150,000. If the parties expressly agree that proper substitute performance discharges only RUB 800,000 of principal, the remainder is RUB 200,000 principal + RUB 120,000 interest + RUB 30,000 penalties = RUB 350,000. This illustrates agreed partial discharge; it is neither a universal valuation rule nor permission to bypass bankruptcy restrictions.
Illustrative partial-discharge clause
“Upon proper provision of [precisely identified substitute performance], principal under [obligation] is discharged by [amount]. Remaining principal [amount], interest [amount or calculation method] and penalties [amount or method] are not discharged by that performance.” Check the underlying debt, authority, transaction form and procedural stage. Full discharge requires a different, clearly expressed agreement.
Paragraph 2 of Supreme Court Plenum Resolution No. 6 permits full or partial discharge. If ambiguity cannot be resolved by interpretation, the approach favours complete discharge, including additional claims. Omitting an express remainder clause therefore creates a practical risk rather than reliably preserving the difference.
The special Article 142.1 procedure for company assets
Distinguish an ordinary agreement from a transfer of a legal entity’s property under Bankruptcy Law Article 142.1. It concerns property not sold or transferred through the statutory process, subject to conditions addressing current payments, the first two priority classes, absence of a pledge, priority and proportionality. The creditors’ meeting or committee approves the decision and transfer proposal; the selected creditor’s signature alone is insufficient.
Before consenting, request the approved proposal, asset and value records, allocation terms for competing applicants, application deadline and documents for your claim. The illustrative clause above does not replace this procedure. It must not be mechanically carried over to an individual’s bankruptcy without checking special rules and the court-approved process.
Additional primary sources: Supreme Court Plenum Resolution No. 6, paragraph 2; Bankruptcy Law Article 142.1.
Individual debtor: unsold assets and creditors’ refusal
Checked on 25 October 2026. The starting point for an individual’s assets is Article 213.26(5), which expressly contemplates creditors accepting unsold assets and claims against third parties towards discharge of their claims. The reference to a legal entity in Article 142.1 therefore does not by itself prohibit every such settlement in an individual’s case. Equally, do not automatically import the entire corporate procedure, price or deadlines into a particular transfer: check the special rules, current sale terms and orders in the case.
| Step | Obtain | Purpose |
|---|---|---|
| Sale outcome | Current sale terms, notices and completed-stage protocols | Establish that the asset was not sold through the prescribed process; one failed stage is not the entire process |
| Offer to creditors | Full proposal, delivery records and response procedure and deadline | Identify the asset, terms and treatment of other creditors |
| Consent | Application specifying the asset and the creditor’s claim | Identify what the creditor will accept and the proposed discharged amount |
| Completion | Agreement, before-and-after debt calculation, transfer record and required registration documents | Prove actual transfer and remaining debt rather than an intention alone |
| Creditors’ refusal | Offer and response evidence and a transfer record for return to the individual | Check Article 213.26(5) conditions when asset realisation ends |
If the assets could not be sold through the prescribed process and creditors refused to accept them towards their claims, the individual’s power to dispose of them is restored after completion of asset realisation. Unsold assets are transferred to the individual under a transfer record; Article 148(1) does not apply in this situation. This differs from exclusion from the estate under Article 213.25 and does not confer an immediate right to retrieve an asset after a failed auction.
If the unsold asset is a claim against a third party, creditors’ refusal to accept it does not equal forgiveness of that third party’s debt. Article 213.26(5) provides for restoration of the power to dispose of the claim itself. Further enforcement requires separate checks of the judicial act, enforcement document, time limits and proper claimant.
Can the individual debtor personally sign an asset transfer to a creditor?
During asset realisation, disposal powers over the estate are exercised by the financial administrator on the individual’s behalf under Article 213.25(5). A private arrangement with a selected creditor cannot replace the prescribed process. Resolve concrete disagreements over price, the asset’s scope, spousal rights or allocation among creditors before completing the transfer.
Sources for this addition: Bankruptcy Law Article 213.25, Article 213.26 and Article 142.1, version dated 4 August 2026. Future versions were not applied. No particular case or judicial act is presented here as an illustration.
Documents
- original contract and debt calculation;
- accord agreement with a defined subject;
- independent valuation or market-price evidence;
- transfer act, payment or registration entry;
- corporate approvals and required consents;
- financial-condition and creditor evidence.
FAQ
Does signing alone discharge the debt?
Usually no; discharge follows actual provision unless the parties lawfully created another clear structure.
Can the asset exceed the debt value?
Terms may be agreed, but a material difference requires explanation and increases avoidance risk.
Is every accord a preference?
No. Timing, priority, other creditors, ordinary course and Articles 61.2–61.4 are assessed.
What follows avoidance?
Article 61.6 returns value to the estate and restores the counterparty claim under the applicable priority.
Official sources
- Civil Code Article 409
- Supreme Court Plenum Resolution No. 6
- Supreme Commercial Court Plenum Resolution No. 63
- Bankruptcy Law
Related guides: novation, set-off and restitution after avoidance.
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