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Since 1 July 2025, Dutch law no longer allows a business to block the assignment or pledge of its supplier’s trade receivables. A clause between creditor and debtor that excludes or restricts the transfer or pledge of a monetary claim arising from a business or profession is void (Article 3:83(3) Dutch Civil Code). For clauses agreed earlier, the nullity applied from 1 October 2025. Have your purchase terms and financing documents checked.
This page is for foreign suppliers that want to finance their Dutch receivables, for factoring companies and lenders, and for foreign buyers whose purchase terms still contain an anti-assignment clause. You will read what the Act on the abolition of pledge prohibitions (Wet opheffing verpandingsverboden) changed, which claims are covered and excluded, how the transitional rule works, and what to change in your contracts. For pledges in general, see the right of pledge under Dutch law.
What did the Dutch Act on pledge prohibitions change?
It made anti-assignment and anti-pledge clauses for business receivables void. Before the Act, a debtor and creditor could agree that a claim could not be transferred or pledged, with effect against third parties. Many large buyers used that power in their purchase terms, which made it harder for their suppliers to obtain financing on their receivables.
The Act inserted new paragraphs (3) and (4) into Article 3:83 of the Dutch Civil Code and added a requirement of written notification (Act of 6 March 2025, Stb. 2025, 72). It entered into force on 1 July 2025 (Decree of 31 March 2025, Stb. 2025, 92). The general rule that parties can exclude the transferability of claims still exists, but no longer for the claims covered by the new paragraph (3) (Article 3:83(2) and (3) Dutch Civil Code).
| Topic | Before 1 July 2025 | From 1 July 2025 |
|---|---|---|
| Anti-assignment clause for a trade receivable | Valid and effective against third parties | Void (Article 3:83(3)) |
| Clause that only makes assignment harder, for example consent required | Valid | Void if it aims to prevent transfer or pledge |
| Existing clauses agreed before 1 July 2025 | Valid | Void from 1 October 2025 (transitional rule) |
| Notification of assignment or pledge to the debtor | Any form | In writing for covered claims (Articles 3:94(5) and 3:239(5)) |
Which claims are covered by the new rule?
Monetary claims on name (geldvorderingen op naam) that arise from the exercise of a profession or business (Article 3:83(3) Dutch Civil Code). In practice these are invoices for goods delivered and services provided by a business to its customers.
The nullity covers any clause between creditor and debtor that wholly or partly excludes the transferability or pledgeability of such a claim, or that otherwise aims to prevent its transfer or pledge. A clause that requires the buyer’s consent, or imposes a penalty on the supplier for assigning its invoice, therefore falls under the rule as well when its aim is to prevent assignment or pledge.
Which claims are excluded from the new rule?
Four categories remain outside the rule, so anti-assignment clauses for them stay valid: claims under a payment or savings account, claims under a credit or loan agreement with several lenders, claims of or on certain financial market institutions, and claims paid to a blocked tax and social security account (Article 3:83(4)(a) to (d) Dutch Civil Code).
- Payment and savings accounts: a bank may still restrict the pledge of account balances.
- Syndicated loans: a loan or credit agreement in which several parties act as lender.
- Clearing institutions, central counterparties, settlement institutions and central banks, as referred to in the Financial Supervision Act and the Bankruptcy Act.
- Claims paid to a G-account (blocked account) under the Collection of State Taxes Act 1990 for wage tax, VAT and social security contributions.
The rule only concerns clauses between the creditor and the debtor of the claim itself. It follows from that wording that a negative pledge in a financing agreement between a company and its bank, which concerns the company’s own assets, is not affected by the new nullity. Have specific clauses assessed, because the boundary depends on the drafting.
Does the rule also apply to contracts concluded before 1 July 2025?
Yes. For existing clauses, the nullity applies from three months after the Act entered into force (Article 85a Transitional Act new Dutch Civil Code), so from 1 October 2025. Assignments and pledges made since that date cannot be blocked by an old clause.
There is no grandfathering of older contracts beyond that date. A buyer that relies on an old anti-assignment clause to refuse payment to a factoring company is therefore relying on a void clause, provided the claim falls under Article 3:83(3) and Dutch law governs its transferability.
How must an assignment or pledge be notified to the debtor?
In writing, for claims covered by the new rule. Assignment of a claim requires a deed and notification to the debtor, or a silent assignment by authentic or registered deed, after which notification is needed before it can be invoked against the debtor (Article 3:94(1) and (3) Dutch Civil Code). The notification must now be made in writing (Article 3:94(5)).
The same applies to a silent pledge on receivables: when the pledgee notifies the debtor, it must do so in writing (Article 3:239(3) and (5) Dutch Civil Code). After a valid notification, the debtor can only pay the assignee or pledgee with discharging effect. A debtor that keeps paying the original supplier risks having to pay twice. See also the assignment of a claim in the Netherlands.
Is a Dutch customer refusing to pay your financier because of an old clause in its purchase terms? Have a Dutch contract lawyer review the clause and the notification before the dispute escalates.
What should foreign suppliers, buyers and financiers do now?
Review the clauses in your contracts and general terms, adjust your notification procedures and amend your financing documents. The steps differ per role.
| Role | What to do |
|---|---|
| Supplier to Dutch customers | Check whether your receivables can now be financed; inform your bank or factor; keep records of notifications |
| Dutch or foreign buyer | Remove or adapt anti-assignment clauses in purchase terms; set up a process for written notifications from financiers |
| Factoring company or lender | Use written notifications; check the governing law of the receivables; reassess debtor concentrations |
- List the contracts and general terms that contain anti-assignment, anti-pledge or consent clauses.
- Check whether the claims are trade receivables under Article 3:83(3) or fall under an exception in paragraph (4).
- Amend the clauses that are now void, so your documents reflect the law.
- Adapt notification templates so that every notification of assignment or pledge is in writing.
- For receivables governed by foreign law, check whether that law contains a comparable rule, because the Dutch rule may not apply.
Practical example: a German supplier and a Dutch retailer
Suppose a German food producer supplies a Dutch retail chain under the chain’s purchase terms from 2022, which are governed by Dutch law. The terms state that the supplier may not assign or pledge its invoices without the chain’s written consent. In 2026 the producer enters into a factoring agreement and assigns its invoices to a factoring company, which notifies the chain in writing.
The chain continues to pay the producer and refuses to pay the factoring company, relying on the consent clause. Because the invoices are trade receivables and the clause aims to prevent assignment, the clause has been void since 1 October 2025 (Article 3:83(3) and Article 85a Transitional Act). After the written notification, the chain could only pay the factoring company with discharging effect, so it risks paying the invoices twice.
When should you involve a Dutch lawyer?
When you finance or buy Dutch receivables, when you revise purchase terms used in the Netherlands, and when a debtor disputes an assignment or pledge.
MAAK Advocaten in Amsterdam advises foreign and Dutch suppliers, buyers and financiers on contracts and security rights under Dutch law, including assignment and pledge of receivables, and litigates in first instance and on appeal. See also security rights under Dutch law and the formalities of a right of pledge.
Frequently asked questions about the abolition of pledge prohibitions in the Netherlands
Are anti-assignment clauses still valid in the Netherlands?
Not for monetary claims arising from a business or profession. Since 1 July 2025, a clause between creditor and debtor that excludes or restricts the transfer or pledge of such a claim is void (Article 3:83(3) Dutch Civil Code). Exceptions apply, for example to bank accounts and syndicated loans.
Does the new rule apply to contracts from before 1 July 2025?
Yes. For existing clauses the nullity applies from three months after entry into force, so from 1 October 2025 (Article 85a Transitional Act new Dutch Civil Code).
Must a debtor be notified of an assignment in writing?
Yes, for claims covered by the new rule. Notification of an assignment or pledge of such a claim must be made in writing (Articles 3:94(5) and 3:239(5) Dutch Civil Code).
Can a buyer still require its consent before a supplier assigns its invoices?
Not with legal effect, if the clause aims to prevent the transfer or pledge of a trade receivable. Such a clause is void under Article 3:83(3).
Which claims are excluded from the abolition?
Claims under payment or savings accounts, credit or loan agreements with several lenders, claims of or on certain financial market institutions, and claims paid to a blocked tax account (Article 3:83(4) Dutch Civil Code).
Primary sources
Dutch statutes are only officially available in Dutch, on wetten.overheid.nl. Judgments can be found on rechtspraak.nl by their ECLI number.
- Dutch Civil Code Book 3: Article 3:83, Article 3:94, Article 3:239
- Transitional Act new Dutch Civil Code: Article 85a
- Act on the abolition of pledge prohibitions (Wet opheffing verpandingsverboden), Stb. 2025, 72; entry into force Stb. 2025, 92
