摘要： 《物权法》第223条、第227条构建了独立的、不同于债权转让的应收账款质押制度。应收账款概念的高度技术性使其可以涵盖当前大部分收益权类型，无须用收益权替代应收账款。应收账款质押之担保性债权让与的交易本质要求对应收账款质押和让与做同质化处理，并实行统一的登记对抗主义公示模式。登记对于确立应收账款之上的权利冲突具有根本性价值，而“通知”对于应收账款质权仅具有有限的意义，经登记的应收账款质权具有优先于受让人、抵销权人的效力。民法典物权编的编纂应当明确应收账款质押和转让的法律规则的性质，为统一的电子登记公示系统奠定坚实的制度基础，彻底消除《物权法》应收账款质押与《合同法》债权转让的制度藩篱，实现民事立法科学性与实践性的融合。

关键词: 收益权, 担保性债权让与, 登记对抗, 通知, 抵销

Abstract: Article 223 and article 228 of“Real Property Law”establish a separated legal regime for the pledge of receivables, distinct to that for the assignment of receivables.The technical concept of receivables covers the most important categories of the rights to earnings, which is already adopted in the draft of Civil Code to substitute the concept of receivables.The identical nature of the pledge of receivables, namely security transfer of receivables, and the assignment of receivables, requires the Civil Code to establish a uniform perfection regime for them, namely recording just to the extent to be effective against the third parties, not for the attachment of the pledge.The perfection through electronic recording is fundamental to resolve the conflict of rights among interested parties, and the perfected receivables pledges shall be granted priority against the transferee and the parties claiming the rights of offset, while the“notice”to the subordinated debtor only functions in a limited circumstances.The chapter of“Real Property”of the future Civil Code shall clarify the nature of the rules on the pledge and assignment of account receivables, so as to lay down a robust foundation for the uniform electronic recording system and resolve the potential institutional conflict between the legal framework on the pledge of receivables in the“Real Property Law”and that on the assignment of receivables in the“Contract Law”, and thus modernize the future civil legislation.

Key words: Right to Earnings, Security Transfer of Receivables, Recording for Attachment Recording for Perfection, Notice, Set-off