[Direct answer]It is necessary and must be explicitly agreed upon. The assumption of debt (debt transfer) without liability means that the original debtor completely withdraws from the debt relationship and the third party replaces him/her to become the new debtor. Article 501 of the Civil Code stipulates that if the debt is transferred in whole or in part to a third party, the creditor's consent shall be obtained; if the creditor does not make any response after being reminded, it shall be deemed that he/she does not agree. This is exactly the opposite of the "silence means consent" in the case of debt joining - the transfer means that the repayment person changes and the risk increases, and silence does not count as consent.

I. Problem Background and Typical Scenarios

Lao Zhang transferred his business, including debts and goods, to Xiao Wang, and informed the creditors, "please ask Xiao Wang for the money in the future"; the creditors didn't say anything. Six months later, when Xiao Wang couldn't pay back the debt, he turned to Lao Zhang for help—Lao Zhang protested innocently, "You didn't refuse to accept the transfer!" The evaluation of debt transfer and debt assumption on the basis of "silence" is completely opposite. The difference is as great as heaven and earth, just one word apart.

II. Key points of contention

First, the form and timing of consent: the validity of written consent, actual actions, and subsequent acknowledgement. Second, a comparison with the rules of debt assumption: why there are differing approaches to silence. Third, the legal effects of transfer: the original debtor's release from liability, the transfer of rights of defense, and the continuation or termination of guarantees. Fourth, the debt structure and recourse after partial transfer.

III. Professional analysis by Henglue Lawyers

First, let's establish the rules: Article 551 of the Civil Code stipulates that if the debtor transfers all or part of the debt to a third party, the creditor's consent is required. The debtor or the third party may urge the creditor to give consent within a reasonable period. If the creditor fails to respond, it shall be deemed as refusal. The logic behind this system can be summarized in one sentence: debt transfer means replacing the original debtor with a new one, and the new debtor's financial capability may be weaker than the original one, increasing the risk. Therefore, the creditor must explicitly agree to this. Debt joining, on the other hand, simply adds a new debtor while the original debtor remains, which is beneficial for the creditor. Therefore, silence in this case constitutes consent. Memorize these two rules side by side, and you'll never go wrong in exams or real-world scenarios. Forms of consent: written, oral, or implied actions - accepting the new debtor's repayment plan, signing a repayment agreement with the new debtor, or collecting debts from the new debtor can all be interpreted as consent. Prior consent is effective, and subsequent ratification is also valid. The urging procedure gives the creditor a deadline to express their position, and silence beyond the deadline shall be deemed as refusal. Legal effects of transfer: For a full transfer, the original debtor is released from the debt relationship, and the creditor's claim against the original debtor is extinguished - the creditor can only pursue recovery from the new debtor. The new debtor can assert the original debtor's defenses against the creditor (Article 553), and if the original debtor holds a due claim against the creditor, the new debtor can also claim setoff - the debt leaves with no liabilities attached, and the defenses follow the debtor. Regarding the survival of guarantees, if a third party provides guarantees for the original debtor and fails to continue assuming liability without the guarantor's written consent, the guarantee obligation is extinguished with the transfer of the debt (unless the guarantor agrees to continue guaranteeing). This explains why many guarantees "inexplicably disappear" after corporate restructuring. For partial transfers: The new debtor assumes the transferred portion, and the original debtor remains liable for the remaining portion. The two parties have a proportionate relationship (unless otherwise agreed). The creditor may separately assert claims against the two parties. Practical reminders: For debt restructuring, asset acquisitions, or debt assumption arrangements in enterprise transfers, it is essential to obtain written consent from each creditor individually. A public announcement stating that "the debt will be assumed by the new company" does not constitute consent. When handling transfer agreements, simultaneously address the retention or release of guarantees to avoid leaving guarantees in limbo or being unexpectedly extinguished.

IV. Practical suggestions and legal basis

The first step is to obtain consent: the creditor must sign a written consent document for each document, and the announcement notice is not valid. The second step is to handle the guarantee: the guarantor must confirm in writing whether to continue to guarantee to avoid the extinction of liability. The third step is to defend against claims: the new debtor must verify the defenses and set-off resources of the original debtor. The fourth step is to clarify the scope: specify whether the transfer is complete or partial, and delineate the proportion of the partial transfer and the corresponding responsibilities. Main legal basis: Articles 505 to 504 of the Civil Code of the People's Republic of China, and the Interpretation of the Supreme People's Court on the Application of the Civil Code Concerning the Guarantee System; the specific application shall be subject to the currently effective provisions.

5. Henglue Law Firm's Reminder

Three sentences on debt transfer: Transferring to another party involves high risks, and the transfer will not take effect unless the creditor agrees; Silence in the context of transfer means rejection, while it means acceptance in the context of joining. These two rules must not be reversed; The guarantee will be extinguished upon transfer, so it's necessary to let the guarantor express his/her attitude before the restructuring. For matters related to debt transfer and restructuring arrangements, you can consult us for further assistance.Creditor's rights and debts, and enforcement casesWe provide a comprehensive solution for services, which includes assisting enterprises in mergers and acquisitions and taking over their debts. These two aspects can be combined togetherBusiness and contract disputes in enterprisesFor plates involving the continuation of guarantee liability, you can refer to the relevant provisions.Specialised legal servicesThe plates, which involve the enforcement of debt collection after the transfer, can be referred to for reference.Intellectual property protection and corporate lawPlate consultation.

VI. Frequently Asked Questions

Q1: If the creditor doesn't reply, does that mean they agree?

No. If the original debtor fails to express their opinion within a reasonable period after being reminded, it shall be deemed that they do not agree. The transfer of the debt shall not take effect, and the original debtor shall still bear the liability for repayment.

Q2: After the transfer of debt, does the original debtor still have responsibilities?

If the transfer is completed in its entirety and with the consent of the creditor, the original debtor is released from the debt relationship; if the transfer is not approved, it will not take effect, and the original debtor will continue to bear the corresponding responsibilities.

Q3: Does the guarantor need to agree to the transfer of the debt?

It is necessary. If the guarantor continues to assume the guarantee obligation without the written consent of the debtor, the guarantee liability will be extinguished upon the transfer of the debt, unless the guarantor agrees to continue to provide the guarantee.

Q4: What is the relationship between the two after the partial transfer?

The original debtor and the new debtor shall bear their respective shares of the debt in proportion, unless otherwise stipulated in a joint and several agreement. The creditor shall enforce the claim against each debtor separately.

Q5: How to distinguish between debt transfer and debt assumption?

The transfer requires the creditor's consent for the replacement of the debtor (the original debtor withdraws from the obligation); while the addition of a new party (the original debtor is still involved) constitutes a valid agreement unless the creditor refuses it. In this case, the creditor's silence constitutes a rejection of the agreement.

The above content is based on the compilation of judicial practices in the Beijing area. The facts of individual cases and the jurisdiction of the court may affect the conclusions. Welcome to consult Henglu Law Firm for specific cases.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, to avoid missing the statutory time limit. →Legal services for creditor-debtor disputes·Beijing Henglue Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and open adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.