Abolition of pledge and assignment prohibitions: what changed under Dutch law.

Since 1 July 2025, the Act on the Abolition of Pledge and Assignment Prohibitions (Wet opheffing verpandingsverboden) (the Act) has been in force under Dutch law. The Act renders void contractual clauses that prohibit or restrict the assignment or pledging of business-related monetary claims, significantly widening the pool of receivables that can be used as collateral for financing. This blog sets out the key changes introduced by the Act and their practical relevance for entrepreneurs, lenders and cross-border finance practitioners.

Legal Background

Under Dutch law, claims are in principle freely transferable and can be pledged as security. However, contracting parties have long been able to agree otherwise: a so-called pledge prohibition (verpandingsverbod) or non-assignment clause (onoverdraagbaarheidsbeding), typically included in general terms and conditions, could validly exclude both the contractual and the proprietary transferability of a claim.

Such clauses are common in sectors with strong buyer bargaining power, including construction, retail and healthcare. While they served a legitimate purpose for debtors — avoiding uncertainty as to who to pay — they also had the effect of locking a substantial part of a company's balance sheet out of the collateral pool, particularly disadvantaging SMEs that rely on receivables financing.

Key Changes

The Act introduces a new Section 3:83(3) of the Dutch Civil Code, under which a clause excluding or restricting the transferability or pledgeability of a monetary claim arising from the exercise of a profession or business is void. This applies both where the clause has proprietary effect and where it merely has contractual (obligatory) effect.

The nullity applies directly to claims arising under contracts entered into on or after 1 July 2025. For contracts concluded before that date, a three-month transitional period meant that pre-existing pledge and assignment prohibitions also lost their effect as of 1 October 2025.

A limited number of exceptions remain in place, reflecting specific market or operational needs:

• claims arising from payment or savings accounts (allowing banks to continue to exclude assignment or pledge of account balances);

• claims on central banks, central counterparties, settlement institutions and clearing institutions;

• claims under credit or loan agreements involving multiple or prospective lenders, such as syndicated facilities structured on LMA terms; and

• claims held on so-called G-rekeningen (blocked accounts used in the construction sector for wage tax and VAT set-off).

Relevance for Cross-Border Finance Practice

For lenders and finance parties active in the Dutch market, the Act materially expands the universe of receivables that can serve as security, whether in the context of asset-based lending, invoice discounting and factoring structures, or as part of a broader security package in a syndicated facility.

The Act should be read alongside the (separate and still pending) Wet modernisering pandrecht en cessie, which addresses different aspects of Dutch security law — in particular the digitalisation of the "fixed date" requirement for undisclosed pledges and assignments, and the pledging of double-future receivables. Where the Act discussed in this blog removes contractual barriers to using receivables as collateral, the modernisation bill is aimed at making the process of creating security over those receivables faster and less burdensome. Together, the two reforms point toward a materially deeper and more accessible receivables finance market in the Netherlands.

In practice, we recommend that lenders and borrowers:

• review existing facility and security documentation, as well as standard supplier and purchase terms, for pledge and assignment prohibitions that are now void (and, where relevant, no longer need to be carved out of a security package);

• update template contracts and general terms and conditions going forward, removing prohibitions that fall within the scope of the Act; and

• align notification mechanics for assignments and pledges with the new written notice requirement under Sections 3:94(5) and 3:239(5) of the Dutch Civil Code.

Conclusion

Since 1 July 2025, contractual clauses prohibiting or restricting the assignment or pledging of business-related monetary claims are no longer valid under Dutch law. As of 1 October 2025, this also applies to existing contracts, following the three-month transitional period. A limited set of exceptions remains, including bank accounts, syndicated loans, and clearing-related claims. The change broadens the collateral pool available for receivables financing and asset-based lending and is worth checking against existing facility and security documentation.

This update is for informational purposes only and does not constitute legal advice. No attorney-client relationship is created thereby.