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General assignment

A general assignment, commonly referred to as an assignment for the benefit of creditors (ABC), is a voluntary state-law mechanism available to insolvent businesses in the United States, whereby the debtor (assignor) transfers all or substantially all of its non-exempt assets to an independent fiduciary (assignee or trustee) for liquidation and equitable distribution of proceeds to creditors according to statutory priorities.^[1]^[2] This process serves as a less formal alternative to federal bankruptcy proceedings, particularly Chapter 7 liquidation, allowing for a quicker and more controlled wind-down without the extensive judicial oversight required in bankruptcy court.^[3]^[1] The origins of general assignments trace back to English common law and have been recognized in over 30 U.S. states, with statutory frameworks in places like Texas, Florida, and New York, while others like California rely on common law principles. In July 2025, the Uniform Law Commission approved the Uniform Assignment for Benefit of Creditors Act to promote greater consistency across jurisdictions.^[2]^[4]^[5] In practice, the process begins with the debtor executing a deed of assignment, which vests title to the assets in the assignee; the assignee then notifies creditors, inventories and values the assets, liquidates them through sales or auctions, and distributes proceeds—first to secured creditors, then unsecured ones proportionally—after accounting for administrative costs.^[1]^[3] Unlike bankruptcy, an ABC does not impose an automatic stay on creditor actions, nor does it generally allow the assignee to reject contracts, override anti-assignment clauses, or sell assets free and clear of liens without state-specific court approval.^[2]^[1] ABCs offer several advantages for distressed companies, including lower costs, greater privacy, and flexibility in selecting an experienced assignee, often avoiding the stigma and lengthy timelines associated with bankruptcy.^[3]^[1] For creditors, the process can expedite recovery through efficient asset sales, such as going-concern purchases, while shielding buyers from successor liability claims that might arise in bankruptcy.^[2] However, limitations include the absence of debtor discharge from debts, no federal tax benefits, and variability across jurisdictions—for instance, Delaware and New York involve more court supervision, whereas California and Texas permit minimal judicial intervention.^[3]^[2] Since the early 2000s, ABCs have gained popularity as a strategic tool for business liquidation, particularly in tech and startup sectors facing rapid insolvency.^[1]

Overview

Definition and purpose

A general assignment for the benefit of creditors (ABC) is a common law contractual mechanism in which an insolvent debtor, known as the assignor, voluntarily transfers all non-exempt assets to a neutral third-party assignee for the purpose of liquidating those assets and distributing the proceeds equitably among creditors.^[6]^[7] This process operates as a trust-like arrangement, where the assignee assumes control over the assigned property to maximize value for the benefit of creditors.^[8] The primary purpose of a general assignment is to facilitate an orderly wind-down of the assignor's business or personal affairs, enabling the efficient liquidation and distribution of assets without the need for formal federal bankruptcy proceedings, such as Chapter 7 liquidation.^[9] By avoiding the associated costs, extensive publicity, and court supervision of bankruptcy, it provides a more discreet and potentially faster alternative for resolving insolvency while respecting secured creditors' interests.^[8] The process prioritizes the collective benefit of unsecured creditors through pro rata distributions, promoting equitable treatment among them.^[7] Central to the general assignment are its voluntary nature, initiated solely by the assignor without creditor consent or court intervention in common law jurisdictions, and the assignee's fiduciary duties of loyalty and care in managing, selling, and distributing assets impartially.^[6]^[9] Unlike partial assignments or specific asset transfers, which involve only select property or creditors and may be deemed preferential or fraudulent, a general assignment encompasses all available assets for the broad benefit of the creditor body, ensuring comprehensive and non-discriminatory liquidation.^[8]^[7] This distinguishes it as a holistic insolvency tool, serving as a state-law counterpart to federal bankruptcy options.^[9]

Historical development

The concept of general assignments emerged in English common law during the 18th and 19th centuries as a voluntary mechanism for insolvent debtors to transfer their property to a trustee or assignee for equitable distribution among creditors, serving as an alternative to more punitive insolvency remedies like imprisonment for debt.^[10] This practice was influenced by earlier collective execution traditions, where courts facilitated the pro rata division of a debtor's assets upon insolvency to prevent creditor races and fraudulent conveyances.^[11] To curb abuses such as secret assignments of book debts that concealed assets from creditors, Parliament enacted the Bills of Sale Act 1878, which required registration of such assignments to ensure transparency and voided unregistered ones against trustees or other creditors.^[12] Following American independence, general assignments were adopted at common law in the United States during the early 19th century, with states enacting laws in the 1800s to permit voluntary transfers of debtor property as alternatives to debt imprisonment, reflecting a shift toward more humane insolvency resolutions.^[13] By the late 19th century, many states codified these procedures to regulate common law abuses like preferences and fraud, mandating judicial oversight and prohibiting selective distributions, while 11 states retained purely common law versions.^[14] The enactment of federal bankruptcy laws shaped but did not supplant general assignments. The temporary Bankruptcy Acts of 1841 and 1867 introduced uniform federal processes for debt discharge and compositions, yet allowed state exemptions and preserved general assignments as concurrent state remedies for debtors seeking non-federal options.^[15] The Bankruptcy Act of 1898 established a permanent federal framework, but general assignments endured under state law, often providing simpler liquidation paths without federal discharge.^[16] The Bankruptcy Reform Act of 1978, which modernized federal proceedings with chapters for liquidation and reorganization, initially led to a decline in general assignment usage due to the attractiveness of federal protections, though these state processes were explicitly preserved.^[15] In the 21st century, general assignments evolved into formalized Assignments for the Benefit of Creditors (ABCs), experiencing resurgence for their speed, lower costs, and privacy compared to Chapter 7 bankruptcy, particularly among tech startups and small businesses during economic downturns like the early 2000s dot-com bust in California.^[10] States like California and Delaware saw increased adoption for efficient liquidations, with Delaware's court-supervised ABCs gaining favor for structured asset sales amid rising filings in the 2010s and 2020s.^[2] This revival prompted reform efforts, including the American Bankruptcy Institute's 1990s proposals for uniformity, though no widespread model statute was adopted; however, on July 23, 2025, the Uniform Law Commission approved the Uniform Assignment for Benefit of Creditors Act to promote greater consistency across states.^[10]^[17]

In the United States

Legal framework and state variations

In the United States, general assignments for the benefit of creditors (ABCs) are governed primarily by state law, with no comprehensive federal statute providing a uniform framework, though they trace their origins to English common law principles of equitable distribution among creditors.^[18] These proceedings are codified in various state statutes, such as Texas Business and Commerce Code Chapter 23, which outlines the nature, effect, and duties associated with assignments, and New York Debtor and Creditor Law Article 2, which establishes jurisdiction, requisites, and procedural safeguards for general assignments.^[4]^[19] State laws generally emphasize the voluntary transfer of a debtor's non-exempt assets to an independent assignee for liquidation and equitable distribution, serving as a state-law alternative to federal bankruptcy proceedings.^[2] In July 2025, the Uniform Law Commission approved the Uniform Assignment for Benefit of Creditors Act to modernize and standardize ABC processes, though it remains pending adoption in states as of November 2025.^[17] Key requirements for a valid general assignment typically include that it must be executed in writing, encompass all of the assignor's transferable assets without preference to specific creditors, and be publicly recorded to provide notice, such as filing with a county clerk or register in states like New York. The assignee, acting as a fiduciary, is often required to post a bond to ensure accountability, as mandated under New York Debtor and Creditor Law § 6, which allows the court to demand additional security if necessary. These elements ensure transparency and prevent fraudulent preferences, aligning with common law duties while adapting to statutory oversight.^[18] Implementation of ABCs varies significantly across states, reflecting differences in statutory detail, court involvement, and procedural flexibility. In California, governed largely by common law under Code of Civil Procedure §§ 493.010–493.060, assignments emphasize rapid execution without mandatory initial court filing, allowing the assignee to take control of assets immediately upon transfer for efficient liquidation.^[20] Delaware offers flexibility particularly for corporate dissolutions through its ABC statute (10 Del. C. §§ 7381–7388), where assignees file an inventory with the Register of Wills within 30 days, and Chancery Court intervention is available for disputes but not required for commencement, making it suitable for structured wind-downs.^[21] In contrast, Pennsylvania relies on common law supplemented by Insolvency and Assignments statutes (39 P.S. §§ 121–205), often requiring creditor consents or court approval for certain actions to validate the assignment and protect interests. Florida, under Chapter 727 of the Florida Statutes, imposes minimal oversight, with the assignment recorded in the county where the assignor resides or operates, and court involvement limited to petitions for administration unless contested, facilitating a streamlined process.^[22] ABCs interact with federal law by generally respecting Bankruptcy Code priorities, such as secured creditor claims under 11 U.S.C. § 506, while avoiding the automatic stay provisions of 11 U.S.C. § 362 that halt creditor actions in bankruptcy.^[2] However, an ABC may be preempted or challenged as a fraudulent conveyance if it hinders, delays, or defrauds creditors, potentially under state uniform fraudulent transfer acts or, if a subsequent bankruptcy is filed, federal avoidance powers in 11 U.S.C. § 548, which permits trustees to unwind transfers made within two years of filing with actual intent to defraud or for less than reasonably equivalent value while insolvent.^[23] Eligibility for initiating a general assignment extends to individuals, partnerships, and corporations that are insolvent or facing financial distress, provided they have sufficient non-exempt assets to justify the process, with the principal place of business or residence typically determining applicable state law.^[18] Exempt assets, such as homestead exemptions under state-specific rules (e.g., California's homestead exemption, which as of 2025 protects a minimum of $361,113 and up to $722,151 in home equity depending on county, per Code of Civil Procedure § 704.730), are excluded from the assignment to preserve debtor protections akin to those in bankruptcy.^[24]

Mechanism and procedure

The mechanism and procedure for a general assignment for the benefit of creditors (ABC) in the United States begins with initiation by the debtor, typically an insolvent business or individual facing financial distress. The debtor's board of directors or the individual owner, often in consultation with legal and financial advisors, decides to pursue an ABC as an alternative to formal bankruptcy. They select a qualified assignee, usually a licensed insolvency professional, attorney, or fiduciary experienced in asset liquidation, and draft an assignment deed that transfers all non-exempt assets—such as inventory, equipment, real estate, and intellectual property—to the assignee for the benefit of creditors. This deed must explicitly specify the scope of assets to ensure it qualifies as a general assignment, avoiding partial transfers that could invalidate the process.^[2]^[3] Execution follows promptly after drafting. The assignor (debtor) signs the deed, which the assignee accepts in writing, often with notarization for validity. The document is then recorded in accordance with state-specific rules, such as filing with the county clerk or a designated office, to provide public notice and establish the assignee's priority over subsequent claims; no court petition or federal filing is required in most states, allowing the process to proceed out of court. Within a short period—typically 10 to 30 days—the assignee sends notices to known creditors, informing them of the assignment, requesting proof of claims, and outlining deadlines for submission, which helps prevent immediate collection actions while the assets are marshaled.^[25]^[26] Upon execution, the assignee assumes immediate control of the transferred assets to conduct an inventory and valuation. The assignee secures the property against loss or interference, compiles a detailed schedule of assets and liabilities, and may engage appraisers, auctioneers, or other professionals to assess fair market value and prepare for sale. This phase emphasizes efficient liquidation, often through private sales, auctions, or going-concern transfers, without the need for court approvals that delay bankruptcy proceedings. The process culminates in the transfer of assets to buyers, with proceeds held in trust for eventual distribution.^[3]^[25] The overall timeline for liquidation under an ABC is typically 30 to 90 days, significantly faster than Chapter 7 bankruptcy due to the absence of extensive filings, creditor meetings, or judicial oversight; public recording of the deed provides notice that deters automatic stay triggers under federal law. Challenges can arise, such as the assignee rejecting the assignment if assets prove insufficient to cover administrative costs or if the transfer appears fraudulent or preferential to certain creditors, potentially leading to challenges under state fraudulent conveyance laws. In such cases, the process may be unwound, reverting assets to the debtor or prompting alternative insolvency proceedings.^[26]^[2]

Roles of parties

In a general assignment for the benefit of creditors (ABC) under United States law, the assignor, typically the insolvent debtor or business entity, voluntarily executes the assignment agreement to transfer all non-exempt assets to the assignee, often after obtaining necessary board and shareholder approvals depending on state requirements.^[27] The assignor must provide a full disclosure of the estate by delivering detailed lists of assets, liabilities, and creditors to facilitate administration, and it ceases business operations upon transfer to avoid interference with the process.^[27] Additionally, the assignor remains personally liable for any fraudulent actions or misrepresentations occurring prior to the assignment, such as preferential transfers or concealment of assets, which creditors may pursue outside the ABC proceedings.^[2] Post-assignment, the assignor is generally protected from claims against the transferred assets, as title passes to the assignee, shielding the estate from individual creditor attachments.^[6] The assignee serves as an independent fiduciary trustee with duties akin to those of a bankruptcy trustee, tasked with impartially liquidating the assigned assets to maximize value for creditors while adhering to state-specific priorities.^[28] Key responsibilities include investigating and verifying creditor claims by reviewing proofs of claim, objecting to invalid or excessive ones within applicable deadlines (such as 120 days in some states), filing required reports like inventories, appraisals, and accountings with the court or state authorities, and distributing net proceeds equitably after expenses.^[27] The assignee must post a bond in many jurisdictions—often set at a court-determined amount or double the estimated estate value—to secure faithful performance and protect against mismanagement.^[27] To maintain impartiality, the assignee avoids conflicts of interest, such as prior relationships with the assignor or creditors, and is held to the highest fiduciary standards of utmost good faith, loyalty, and care; breaches can result in personal liability for losses to the estate.^[28]^[6] Creditors play a participatory role by submitting formal proofs of claim to the assignee within state-prescribed periods, typically ranging from 60 to 210 days after notice of the assignment, detailing the amount and basis of their debts.^[2] Unsecured creditors depend on the assignee's verification and objection process to ensure fair treatment, as they lack the automatic stays or preference recovery mechanisms of federal bankruptcy, while secured creditors may independently enforce their liens on collateral outside the ABC if not waived.^[3] By filing claims, creditors generally consent to the jurisdiction of any overseeing court and assign certain avoidance rights to the assignee, but they retain the ability to object to the assignee's actions or the assignment's validity in limited circumstances.^[6] Unlike federal bankruptcy proceedings, a general assignment involves no formal creditors' committee to oversee the process, placing greater reliance on the assignee's fiduciary oversight.^[27] Other parties, such as corporate directors or officers of the assignor, may face personal liability for pre-assignment misconduct like fraud or breaches of fiduciary duty to the company, potentially exposing them to creditor lawsuits separate from the ABC.^[2] Guarantors of the assignor's debts could also be pursued directly by creditors for satisfaction, as the assignment does not discharge such obligations.^[3]

Creditor rights and priorities

In a general assignment for the benefit of creditors (ABC) under U.S. state law, creditor claims are classified and distributed according to priorities established by applicable state statutes, which often mirror aspects of the federal Bankruptcy Code but lack uniformity across jurisdictions.^[30] Typically, the hierarchy begins with secured creditors receiving payment from the proceeds of their collateral up to its value, followed by administrative expenses such as assignee fees and costs of the proceeding, then priority unsecured claims (e.g., certain employee wages up to statutory limits, taxes, and government obligations under 31 U.S.C. § 3713), and finally general unsecured claims distributed pro rata among qualifying creditors.^[27] If any surplus remains after creditor distributions, it reverts to the assignor (debtor) or equity holders, though this is uncommon in liquidations.^[3] Federal claims, particularly those of the United States government, enjoy superpriority over other creditors in cases of insolvency outside bankruptcy, requiring payment before any private claims. Secured creditors retain their liens on specific assigned assets, entitling them to the proceeds from those assets up to the collateral's value, with any deficiency treated as an unsecured claim.^[2] If the assignee does not pay the secured claim or surrender the collateral, the creditor may foreclose on the lien independently, as ABC proceedings generally lack an automatic stay comparable to bankruptcy's Section 362.^[30] Secured creditors often influence the process by consenting to asset sales, particularly if state law does not permit sales free and clear of liens without their agreement, as seen in jurisdictions like Delaware and California.^[27] For instance, in Florida and Minnesota, courts may grant relief from liens to facilitate sales, but this requires judicial oversight and creditor input.^[2] Unsecured creditors, including trade creditors who frequently dominate the claimant pool in ABCs, must prove their claims by submitting schedules, affidavits, or other documentation to the assignee by a specified deadline, typically without formal court verification unless contested.^[30] They lack voting rights on major decisions, unlike in bankruptcy, but are entitled to notice of the proceeding, claim filing instructions, and a pro rata share of remaining proceeds after higher-priority claims.^[3] Untimely claims are generally barred from distribution, emphasizing the importance of prompt participation.^[31] Creditors enforce their rights primarily through state court actions, where they may challenge the assignee's decisions for bias, undervaluation of assets, or improper distributions, often seeking judicial supervision if the state ABC statute provides for it (e.g., in New York or Florida).^[27] Unlike bankruptcy, an ABC offers no discharge to the debtor, preserving creditors' ability to pursue remaining personal or non-assigned assets post-distribution.^[30] Additionally, creditors may petition for involuntary bankruptcy under 11 U.S.C. § 303 if they suspect misuse of the ABC process.^[2] Protections against unfair treatment include state-specific anti-preference rules, which in some jurisdictions mirror bankruptcy's 90-day lookback period for payments to non-insiders (e.g., New Jersey and California), allowing the assignee to claw back transfers that prefer certain creditors.^[30] Other states, like Delaware, provide no such recovery mechanism.^[27] Fraudulent or voidable transfers can also be challenged under the Uniform Voidable Transactions Act (adopted in most states), enabling the assignee to recover assets conveyed to hinder, delay, or defraud creditors.^[18] These safeguards aim to promote equitable treatment but vary significantly, underscoring the need for creditors to review jurisdiction-specific laws.^[32]

Distribution process and dividends

In a general assignment for the benefit of creditors (ABC) under U.S. state law, the assignee liquidates the assigned assets to generate proceeds for distribution, typically through methods such as public auctions, private sales, or transfers as a going concern, with the goal of maximizing value for creditors while adhering to commercially reasonable standards.^[27]^[33] These proceeds are pooled after deducting administrative expenses, including storage costs, legal fees, and the assignee's compensation, which are prioritized in the distribution.^[34] State variations exist; for instance, in California, liquidation must occur without court oversight, emphasizing efficiency, while Delaware requires a court-filed inventory within 30 days.^[35] Following liquidation, the assignee verifies creditor claims by auditing submitted proofs of claim for validity, enforceability, and compliance with deadlines, disallowing invalid, fraudulent, or untimely submissions unless good cause is shown.^[33] This process involves ranking allowed claims according to statutory priorities, such as administrative costs, employee wages up to state-specific statutory limits (typically for amounts earned within 90–180 days prior to the assignment), taxes, and secured portions, before addressing general unsecured claims.^[27] The assignee prepares a final report detailing verified claims and distributions, which is shared with creditors, and may litigate disputes if necessary, with appeal rights varying by state—for example, court appeals are possible in Missouri but not in California.^[34]^[35] Dividends are calculated on a pro rata basis among creditors of the same class after satisfying higher-priority claims and secured interests, with the percentage determined by the ratio of available proceeds to the total allowed claims in that class.^[33] For example, if liquidation yields $500,000 in proceeds after expenses and priority payments, and allowed unsecured claims total $2 million, each unsecured creditor would receive a 25% dividend on their claim.^[27] Accrued interest may be included if sufficient funds remain, though this is uncommon in under-secured estates.^[34] Payouts occur after claim verification, with interim dividends possible for partial distributions if liquidity allows, though final dividends are typically issued within 6–12 months of the assignment, depending on state requirements and asset complexity.^[33] In states like Florida, payouts must align with estate interests and can follow a 60-day claim window for deficiencies, while Missouri mandates distribution within one month post-evaluation.^[27] Any surplus after all claims are satisfied returns to the assignor or, if applicable, equity holders.^[34]^[35] Tax implications arise as the assignment treats asset dispositions as sales by the assignor for federal income tax purposes, potentially triggering gain or loss recognition under I.R.C. § 1001, with no automatic discharge of indebtedness income if structured as an abandonment under § 165(a).^[36] Government tax claims receive priority—U.S. claims first, followed by state and local—ensuring their payment from proceeds before others, and assignees may face personal liability for non-compliance.^[34] Creditors retain their tax rights unaffected by the lack of formal debt discharge in the ABC process.^[27]

Key attributes and limitations

General assignments for the benefit of creditors (ABCs) offer several key attributes that distinguish them from federal bankruptcy proceedings, particularly in providing a more streamlined and discreet alternative for asset liquidation. One primary advantage is privacy, as ABCs typically involve no public court filing or oversight in many states, such as California, Texas, and Illinois, allowing distressed businesses to avoid the stigma and publicity associated with bankruptcy.^[2]^[9] Additionally, ABCs enable greater speed by bypassing judicial delays inherent in bankruptcy, often completing the process in months rather than years through a simplified assignment to a fiduciary.^[2]^[9]^[8] Cost-efficiency is another benefit, with lower fees due to the absence of U.S. Trustee oversight, creditors' committees, and extensive court involvement, making ABCs particularly appealing for smaller or mid-sized entities.^[2]^[37]^[8] Flexibility in asset sales is enhanced, as the assignee can pursue tailored strategies like going-concern sales or auctions without federal restrictions, while state-specific customization allows adaptation to local laws.^[2]^[8] Despite these strengths, ABCs have notable limitations when compared to bankruptcy options like Chapter 7. There is no automatic stay, meaning creditors may continue to seize assets or pursue collection actions before receiving notice of the assignment, exposing the process to disruption.^[2]^[37]^[9] Unlike bankruptcy, ABCs provide no debtor discharge, leaving the assignor personally liable for remaining debts post-liquidation.^[9] The process is vulnerable to legal challenges, such as claims of preferential transfers under state or federal law, and is generally limited to non-exempt assets, as exemptions vary by state and may not protect all property.^[2]^[9] Availability is uneven across states, with supportive frameworks in places like California and New York but less developed procedures elsewhere, potentially complicating interstate operations.^[2]^[8]^[9] In modern contexts, ABCs remain relevant for startups and tech firms, particularly in Silicon Valley, where they facilitate quick sales of intellectual property and other assets to buyers without the delays of bankruptcy, as seen in numerous venture-backed wind-downs.^[37]^[38] Filings occur regularly in key states like California and New York, supporting efficient resolutions for distressed innovators.^[37] However, risks include potential assignee liability for procedural errors or mismanagement, as the fiduciary operates without the robust oversight of bankruptcy courts, which may lead to lower overall recoveries for creditors in complex cases due to reduced transparency.^[37]^[2]

In other common law jurisdictions

United Kingdom

In the United Kingdom, general assignments primarily refer to assignments of book debts, which are receivables owed to a debtor, serving as a mechanism to secure debts rather than transfer the entire estate. These assignments are regulated under the Bills of Sale Act 1878, which requires such instruments to be registered as bills of sale to be enforceable against third parties, and the Insolvency Act 1986, which governs their treatment in insolvency proceedings. If not properly perfected through registration, a general assignment of book debts becomes void against a trustee in bankruptcy, preventing the assignee from claiming priority over the insolvent estate's assets. The procedure for executing a general assignment of book debts involves the debtor formally assigning the specified debts to a trustee or assignee, often as security for a loan or obligation. This assignment must be documented in writing and registered at the High Court within seven days under the Bills of Sale Act 1878 to gain validity; failure to do so renders it ineffective against creditors or a bankruptcy trustee. In the event of the debtor's bankruptcy, any unpaid pre-petition debts assigned in this manner are treated as part of the estate and subject to collective creditor claims, subordinating the assignee's rights unless the assignment was perfected and notified to debtors prior to insolvency. Key features of UK general assignments of book debts include their limitation to specific assets, such as trade receivables, rather than encompassing the debtor's full property portfolio, distinguishing them from broader insolvency tools. They are integrated with formal processes like administration or liquidation under the Enterprise Act 2002, where an administrator may challenge or set aside unperfected assignments to maximize creditor returns. This asset-specific focus ensures they function more as security interests than comprehensive restructurings, with enforcement typically requiring court approval in contested cases. In modern practice, standalone general assignments of book debts are rare, largely overshadowed by statutory alternatives such as Company Voluntary Arrangements (CVAs) under the Insolvency Act 1986, which allow debtors to propose binding repayment plans to creditors without assigning assets outright. Additionally, avoidance powers in Sections 238 and 239 of the Insolvency Act 1986 enable liquidators or administrators to challenge transactions, including general assignments, entered into at an undervalue or as preferences within specified periods before insolvency, further limiting their standalone viability. Compared to the United States, the UK imposes stricter statutory restrictions on general assignments, mandates greater court involvement for enforcement and challenges, and lacks a direct equivalent to the flexible Assignment for the Benefit of Creditors (ABC) process, emphasizing formal insolvency regimes instead.

Canada

In Canada, general assignments in bankruptcy are governed by Section 49 of the federal Bankruptcy and Insolvency Act (BIA), which allows an insolvent person to voluntarily assign all their property to a licensed insolvency trustee for the general benefit of creditors. The debtor initiates the process by filing the assignment with the Official Receiver, an officer of the Office of the Superintendent of Bankruptcy (OSB), who then appoints the trustee to administer the estate.^[39] This federal framework ensures uniformity across provinces, unlike the state-specific variations in the United States.^[40] Upon filing, the assignment takes effect immediately, transferring title of the debtor's assets to the trustee and triggering an automatic stay of proceedings under Section 69.3 of the BIA, which halts creditor actions such as executions, seizures, and legal proceedings against the debtor or their property. The trustee assumes control, secures and realizes the assets through liquidation, and distributes proceeds according to BIA priorities outlined in Sections 136 and 137, with secured creditors paid first from their collateral, followed by unsecured creditors in a prescribed order including trustee fees, preferred claims, and ordinary unsecured claims. Court supervision is optional for assignments, typically limited to disputes, distinguishing it from more judicially intensive U.S. processes.^[41] Key attributes include mandatory summary administration for individual estates where the realizable value of assets does not exceed CAD 15,000, simplifying procedures with fixed trustee fees and expedited handling to reduce costs. For individuals, discharge from bankruptcy is automatic after nine months in a first-time summary administration with no surplus income, extending to 21 months if surplus income payments are required under Section 68. Assignments integrate with Division I proposals under Section 50, allowing debtors to attempt restructuring before or after filing, providing flexibility not uniformly available in U.S. state systems. The centralized licensing of trustees by the OSB contributes to higher unsecured creditor recovery rates compared to the U.S., often around 30-40 cents on the dollar due to standardized oversight and efficiency.^[42] In modern practice, general assignments are particularly common among small businesses and individuals facing insolvency, comprising a significant portion of BIA proceedings. In 2024, Canada recorded 33,811 bankruptcies out of 143,483 total insolvencies (including proposals), with business insolvencies numbering 6,188, reflecting a 28.6% increase from 2023 amid economic pressures.^[43]^[44] These filings, often voluntary assignments, underscore the tool's role in providing orderly debt resolution within Canada's unified federal insolvency regime. As of 2025, insolvencies continue to rise, with preliminary data indicating over 150,000 total filings for the year.^[45]

Australia

In Australia, the concept of a general assignment for the benefit of creditors does not exist as a standalone mechanism; instead, similar outcomes are achieved through voluntary administration and deeds of company arrangement under Part 5.3A of the Corporations Act 2001 (Cth), where an independent administrator takes control of the company's assets to maximize returns for creditors while exploring business rescue options. This regime, primarily applicable to corporate entities rather than individuals, was introduced in 1993 following recommendations from the Australian Law Reform Commission's General Insolvency Inquiry (Harmer Report) of 1988, which aimed to create an efficient process prioritizing rehabilitation over immediate liquidation.^[46] The Harmer Report emphasized streamlining insolvency procedures to encourage viable businesses to continue trading, influencing the development of a short, creditor-focused timeline.^[46] The procedure begins when a company's directors, a liquidator, or a secured creditor appoints an independent registered liquidator as administrator, typically when the company is insolvent or likely to become so. Upon appointment under sections 436A–436C of the Corporations Act, the administrator assumes control of the company's assets and affairs, imposing an automatic moratorium on creditor enforcement actions, including secured creditor realizations and legal proceedings, to provide a "breathing space" of about 25 business days. During this period, the administrator investigates the company's financial position, operates the business if feasible, and prepares a report for creditors. At the second creditors' meeting under section 439A, creditors vote on proposals, including whether to execute a deed of company arrangement (DOCA) under section 444, which may involve assigning or selling assets for creditor benefit, varying creditor claims, or restructuring the business. If no DOCA is approved, the company typically moves to liquidation. Key features of this system underscore its rehabilitation focus, distinguishing it from more liquidation-oriented approaches in other jurisdictions by integrating asset control and creditor compromises within a unified administration process, overseen by the Australian Securities and Investments Commission (ASIC) to ensure transparency and compliance. Unlike the United States' general assignments, which are informal state-law alternatives without automatic moratoriums or regulatory oversight, or the United Kingdom's treatment of assignments as registrable security interests separate from administration, Australia's model centralizes rescue efforts under statutory administration with ASIC supervision.^[47] The 2017 safe harbour reforms under section 588GA further support this by shielding directors from personal liability for insolvent trading if they pursue a restructuring course reasonably likely to yield a better outcome than liquidation. In distributions under a DOCA or subsequent liquidation, priorities favor secured creditors over their collateral and employee entitlements—such as wages, superannuation, and leave—over other unsecured claims, unless employees consent otherwise.^[48] As of 2023–2024, 1,049 voluntary administrations were appointed, representing 10.5% of the 9,993 total external administrations and reflecting the regime's ongoing efficiency post-Harmer reforms amid rising insolvencies.^[49]

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[PDF] Uniform Assignment for Benefit of Creditors Act
An assignment for the benefit of creditors (“assignment”) is a voluntary, debtor-initiated state. 3 law alternative to federal bankruptcy, ...Missing: framework | Show results with:framework
[17]
General Assignments for the Benefit of Creditors :: 2024 New York ...
4 - Debtor's Schedule. 5 - Notice to Creditors to Present Claims. 6 - Bond of Assignee. 7 - Further Security. 8 - Discharge or Removal of ...
[18]
Assignments for the Benefits of Creditors - "ABC's" - Stimmel Law
Assignor may assign any non-exempt real, personal, and/or general intangible property that can be sold or conveyed. Note that such assets as intellectual ...Missing: eligibility | Show results with:eligibility<|control11|><|separator|>
[19]
[PDF] Assignments for the Benefit of Creditors: Delaware - Faegre Drinker
This Q&A addresses the process by which assignments are generally administered in Delaware, including the commencement and administration of the ABC, the duties ...
[20]
The 2025 Florida Statutes - Online Sunshine
(4) “Assignment” means an assignment for the benefit of creditors made under this chapter. (5) “Claims bar date” means the date that is 120 days after the date ...<|control11|><|separator|>
[21]
11 U.S. Code § 548 - Fraudulent transfers and obligations
It permits the trustee to avoid transfers by the debtor in fraud of his creditors. Its history dates from the statute of 13 Eliz. c.
[22]
[PDF] Assignments for the Benefit of Creditors - Miller Canfield
Therefore, assignment documents typically include express language making the assignment for the general benefit of all creditors, without preference, according ...
[23]
Assignments for the Benefit of Creditors – an often-overlooked state ...
Mar 25, 2024 · The Assignment for the Benefit of Creditors (“ABC”), also known as a General Assignment, is a state law procedure governed by state statute or ...
[24]
[PDF] Assignments for the Benefit of Creditors as an Alternative to ...
May 28, 2025 · Assignments for the benefit of creditors (“ABC” or “Assignments” or an. “Assignment”) are a recognized means to liquidate an insolvent company ...
[25]
The Uniform Assignment for Benefit of Creditors Act - Financial Poise
Oct 24, 2025 · The assignee's core fiduciary duties include the duty of loyalty (managing the assignment in good faith), maximizing distributions, and ...
[26]
[PDF] What Is an Assignment for the Benefit of Creditors and How Does It ...
An assignment for the benefit of creditors (ABC) is a process by which a financially distressed company (referred to as the assignor) transfers its assets to a ...<|separator|>
[27]
https://scholarship.law.missouri.edu/cgi/viewcontent.cgi?article=1228&context=betr
[28]
[PDF] State Law Preferences Are Alive and Well - Lowenstein Sandler LLP
Mar 2, 2022 · The assignee takes control of the debtor's/ assignor's assets to sell or otherwise liqui- date them and distribute the proceeds to the debtor's ...<|separator|>
[29]
[PDF] MODEL-STATUTE-FOR-GENERAL-ASSIGNMENTS-FOR-THE ...
The model statute aims to provide a framework to modernize state rules for general assignments, offering a variety of choices for decision makers.
[30]
Know Your ABCs — The Chapters 7 & 11 Alternative | Perspectives
Apr 30, 2003 · There is an alternative to a Chapter 7 or Chapter 11 bankruptcy filing: an Assignment for Benefit of Creditors.Missing: framework | Show results with:framework
[31]
[PDF] Study D-400 - Assignment for Benefit of Creditors Background
Feb 13, 1979 · effect that if a debtor makes a general assignment of property for the benefit of creditors, the assignment terminates any attachment liens ...
[32]
Accelerating Losses with an Assignment for the Benefit of Creditors
Nov 10, 2008 · An ABC proceeding can accelerate loss recognition by using an assignment to create an abandonment loss, which can be used for tax carrybacks.
[33]
All About ABCs - Sherwood Partners
Feb 7, 2025 · An assignment for the benefit of the creditors (ABC) has become an increasingly well-known insolvency process. While an ABC may have certain ...
[34]
A primer on startup shutdowns - Seed to Sequoia
May 29, 2025 · Even an assignment for the benefit of creditors (ABC) - a common out-of-court alternative to bankruptcy used in Silicon Valley - will ...
[35]
Form 21—Assignment for the General Benefit of Creditors
Mar 23, 2015 · Form 21 - Assignment for the General Benefit of Creditors (Section 49 of the Act). (Coming into force September 18, 2009)
[36]
Section XVII: Restructuring & Insolvency | Blakes
To make an assignment a person must reside, carry on business or have property in Canada and have at least C$1,000 of debt. On the failure of a BIA proposal ...<|separator|>
[37]
Doing Business in Canada: Bankruptcy restructuring - Gowling WLG
Oct 4, 2024 · Rather, the BIA and CCAA assign jurisdiction to provincial courts, over which federally appointed judges preside. These courts are of general ...
[38]
Are Prospects For Global Debt Recoveries Bleak?
Mar 14, 2024 · For the U.S. and Canada, the average expectation of 37% and median of 40% are closer to the empirical results cited from our LossStats recovery ...
[39]
Insolvency Statistics in Canada — 2024
Oct 29, 2025 · In 2024, a total of 143,483 insolvencies under the Bankruptcy and Insolvency Act (BIA) were filed with the Office of the Superintendent of ...
[40]
CAIRP: Q4 2024 Canadian Insolvency Statistics
Feb 4, 2025 · The data from the Office of the Superintendent of Bankruptcy (OSB) reveals that consumer insolvencies rose by 11.4% in 2024 compared to the ...
[41]
General Insolvency Inquiry (ALRC Report 45)
Dec 13, 1988 · ALRC Report 45 (tabled 13 December 1988) examined the developments of overseas jurisdictions in relation to insolvency.
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https://www.spglobal.com/ratings/en/regulatory/article/240314-are-prospects-for-global-debt-recoveries-bleak-s13034374
[43]
Voluntary administration: A guide for employees - ASIC
The voluntary administrator has all the powers of the company and its directors, including the power to sell or close the company's business, or sell individual ...
[44]
ASIC Corporate Insolvency Update – Issue 36
Jun 27, 2025 · ... voluntary liquidations (41.6%), small business restructurings (20.1%) and voluntary administrations (10.5%). Creditor-driven appointments ...