《民法典》视域下出口保理商面临的法律风险及其防范

Legal Risks and Prevention for Export Factors from the Perspective of Civil Code

国际保理兼具融资与担保特性,为出口企业增强出口提供保障,但出口保理商由于国内和国际保理规则不明而在实践中面临大量风险。我国《民法典》第十六章专章规定了保理合同,化解了保理法律关系界定不明、未来应收账款转让效力问题和多重保理权利冲突等导致的相关风险,但目前出口保理商仍面临应收账款转让公示方式不明、与第三人权利冲突以及国际保理欺诈等法律风险,故出口保理商应针对性地在保理合同中引入保证条款和优先权安排、重视资信调查、明确国际保理合同法律适用以及规范保理协议,以建立法律风险防范机制。

International factoring has the characteristics of both financing and assurance,which can provide guarantee for the export enterprises to increase their export.Yet the export factors are faced with a lot of risks in practice because of the unclear domestic and international factoring rules.Chapter 16 of Civil Code of the People’s Republic of China stipulates the rules for factoring contract,which resolves the relevant risks caused by the unclear definition of the legal relationship in factoring,the effectiveness of future account receivable transfer and the conflict of multiple factoring rights.However,some legal risks still exist for the export factors at present such as unclear publicity of receivable account transfer,conflict with third-party rights and international factoring fraud,etc.Therefore,the export factors should introduce guarantee clauses and priority arrangements into factoring contracts,pay attention to credit investigation,clarify the legal application of international factoring contracts and standardize factoring agreements,so as to establish a legal risk prevention mechanism.