An assignment of claims in Thailand transfers a creditor’s right against a debtor to a new creditor. Sections 303 to 309 of the Civil and Commercial Code set which claims can move, what form the assignment takes, when it binds the debtor, and which of two competing assignees ranks first.
This guide takes each section in turn for lenders, investors and finance teams that buy, sell or take claims in a Thai transaction.
Novation by a change of creditor applies these rules, as the novation in Thailand article explains.
Where several debtors owe the assigned claim, the guide to joint and several liability in Thailand sets out the creditor’s rights under Sections 290 to 296.
A related Civil Code rule ends a debt without payment: see our guide to set-off in Thailand.
What is an assignment of claims in Thailand?
An assignment of claims in Thailand moves a creditor’s right against a debtor to a new creditor, the assignee. Thai law calls it the transfer of claims (โอนสิทธิเรียกร้อง). Chapter 4 of Book II of the Code, Sections 303 to 313, governs it, and Sections 303 to 309 carry the core rules.
Which claims can be assigned?
Section 303 makes a claim assignable unless the nature of the right does not allow it. Section 304 adds a second limit: a claim that the court cannot attach under the law cannot be assigned. Both limits apply before any question of form arises.
The parties can also agree that a claim stays with the original creditor. However, Section 303 bars anyone from raising that agreement against a third party who acted in good faith.
| Civil Code section | Rule |
|---|---|
| 303 | A claim is assignable unless its nature does not allow it. A contrary agreement between the parties cannot be raised against a good-faith third party. |
| 304 | A claim that the court cannot attach under the law cannot be assigned. |
| 309 | A claim payable to order binds the debtor and others only when the assignment is endorsed on the instrument and the instrument is delivered to the assignee. |
What form does an assignment of claims in Thailand require?
Section 306 requires writing. An assignment of a claim payable to a specific creditor is incomplete unless it is made in writing. The same section adds a second requirement, because the assignment binds the debtor and third parties only after written notice or written consent.
- Written assignment. The first paragraph of Section 306 makes the assignment incomplete without writing.
- Written notice or written consent. The assignment can be raised against the debtor or a third party once the debtor has received notice of it, or has agreed to it. The section lists the two as alternatives, and it requires both the notice and the consent to be in writing.
- Payment before notice. If the debtor satisfies the assignor by payment or otherwise before receiving notice, or before agreeing to the assignment, the debtor is discharged from the debt.
The discharge rule gives the written notice its weight. Until the debtor receives notice or consents, a payment to the original creditor ends the debt.
What passes to the assignee with the claim?
Section 305 passes the security with the claim. Mortgage, pledge and business collateral rights tied to the claim go to the assignee, and so do rights arising from a guarantee given for the claim. The assignee may also use any preferential right connected with the claim in execution or bankruptcy.
Each security type has its own formation rules, covered in our guides to a mortgage in Thailand, a pledge in Thailand, the Business Collateral Act and a guarantee contract in Thailand. Section 305 moves whatever security exists at the date of the assignment, and it does not create security that the claim never had.
Which assignment prevails when the same claim is assigned twice?
Section 307 ranks competing assignments by notice or agreement. If several people claim the same right under different assignments, the assignment that was notified to the debtor, or agreed to by the debtor, first has the better right.
The text of Section 307 refers to notice or agreement. It does not refer to the date on which the assignment document was signed. Section 306 gives the debtor’s notice or consent the same role in binding third parties, so the two sections point to the same event.
What defences can the debtor raise against the assignee?
Section 308 sets the debtor’s defences against the assignee, and the result depends on how the debtor took part. A debtor who consented without reservation loses the defences held against the assignor. A debtor who only received notice keeps the defences that existed before the notice.
| Debtor’s position | Result under Section 308 |
|---|---|
| Consented under Section 306 without reservation | The debtor cannot raise against the assignee the defences held against the assignor. A debtor who paid the assignor to settle the debt may recover the payment. A debtor who took on a new obligation to the assignor for that purpose may treat the obligation as never incurred. |
| Received notice only | The debtor can raise against the assignee the defences held against the assignor before receiving the notice. |
| Holds a claim against the assignor that was not yet due at the time of notice | The debtor may set that claim off against the assigned claim if it falls due no later than the assigned claim. |
How do the sections of an assignment of claims in Thailand fit together?
The sections form a sequence of questions. A claim must first be assignable, then validly assigned in writing, then notified or agreed to, and only then does the ranking and defence analysis begin. The table lists each question with its section.
| Question | Civil Code section |
|---|---|
| Can this claim be assigned? | 303, 304 |
| Is the assignment complete? | 306, first paragraph (writing) |
| Does it bind the debtor and third parties? | 306, second paragraph (written notice or consent) |
| What passes with the claim? | 305 |
| Which assignee ranks first? | 307 |
| What can the debtor say to the assignee? | 308 |
Frequently asked questions
Must an assignment of claims in Thailand be in writing?
Does the debtor have to consent to the assignment?
What happens if the debtor pays the original creditor before notice?
Can a contract forbid the assignment of a claim?
Which assignee ranks first if the same claim is assigned twice?
Conclusion
The assignment chapter of the Civil Code is short. Writing completes the assignment, the debtor’s written notice or consent makes it effective, and that same event sets the ranking and the defences. Each point should shape how a lender or buyer documents and notifies an assignment of claims in Thailand. For related enforcement work, see our debt recovery lawyer in Thailand page, and read the statutory text on the Krisdika legal database of the Office of the Council of State.
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