Principles of undisclosed factoring
Overview
Assigning receivables to a specialised financing company speeds up invoice collection, as the business receives immediate funds in exchange for selling its invoices to the factor. The company improves its cash flow and benefits from an additional financing source that does not reduce its borrowing capacity for growth projects.
For commercial or strategic reasons, you may choose not to disclose the existence of the receivables financing programme. The undisclosed nature of the arrangement allows invoices to be paid more quickly, without debtors being aware that their supplier is using a receivables financing agreement.
In 2022, €176 billion of receivables were managed under confidential agreements, representing 66% of the factoring market.
Source: Association Française des Sociétés Financières
The factoring company does not notify buyers of its involvement, and its name does not appear. Technically, the payment IBAN remains in the name of the client company, but the dedicated collection account is pledged (“nanti”) to the factor. The account legally belongs to the company, but funds are transferred daily to the factor, which ensures repayment of the advances.
Unlike full factoring – where receivables management is outsourced to the factor – in a undisclosed agreement, no notice of assignment appears on customer invoices. You therefore retain control over invoice matching, cash collection, payment reminders, and, if necessary, debt recovery, which is essential for full confidentiality. Undisclosed factoring includes fewer services and is therefore less expensive.
Reserved for structured companies
Factoring is still, wrongly, perceived as a financing tool for distressed companies. Firms using factoring often prefer discretion to protect their image or avoid requests for rebates.
To address this, factors developed undisclosed factoring, a solution widely used by large companies, mid-sized enterprises (ETIs), and the most structured SMEs. It has developed to support B2B companies experiencing organic or external growth without interfering in commercial relationships. Most companies benefiting from confidentiality maintain long-term relationships with their clients and seek to avoid disclosing their financial arrangements.
Limits for the factor
The undisclosed nature can be less comfortable for the factor, as it reduces visibility and control over risk. In standard factoring—combining financing, credit protection, and receivables management – the factor interacts directly with debtors, making it easier to identify and understand payment delays. This is less straightforward in a confidential structure.
Eligibility and selection criteria
Companies benefiting from undisclosed factoring are carefully selected. Each factor determines eligibility based on company size, financial health, and the quality of its customers. Smaller businesses with less than €10 million in turnover are generally not eligible.
The main target remains structured companies with a strong accounting and credit management department. The factor must ensure that the company is capable of performing invoice verification audits with its customers and following strict administrative procedures. Payment reminders must be timely, and the invoicing process must be reliable and efficient.
Eligibility must therefore be demonstrated. A prior “factorability” audit is carried out, assessing the seller’s risk quality, financial health, bank rating, and other indicators. Factors only finance certain, liquid, and due receivables – meaning undisputed invoices.
Flexibility of confidentiality
When entering into an undisclosed factoring agreement, confidentiality is not guaranteed permanently. It may be challenged if the company’s financial situation deteriorates significantly. If the factor is no longer comfortable maintaining full discretion, financing is not necessarily stopped, but alternative solutions may be proposed to preserve confidentiality.
For example, line-by-line financing can provide closer operational monitoring of receivables. In rare cases, the factor may take back control of receivables management and inform customers to pay directly to it, but this remains exceptional.