Prohibition on pledging prohibitions from 1 July 2025
In brief
- From 1 July 2025, pledging prohibitions on monetary claims arising from normal business operations are void, meaning outstanding invoices are always transferable or pledgeable.
- Penalty clauses, acceleration clauses, confidentiality clauses and similar provisions that hinder pledging also lapse; moreover, notification to the debtor must henceforth be made in writing.
- Pledging prohibitions agreed before 1 July 2025 remain valid until 1 October 2025, after which suppliers may freely pledge their claims and clients may be required to pay the pledgee.
On 1 July 2025, the Act Abolishing Pledging Prohibitions (Wet opheffing verpandingsverboden) entered into force. Undertakings are no longer permitted to agree in their contracts that registered monetary claims (such as outstanding invoices) may not be transferred or pledged. The new Section 3:83(3) of the Dutch Civil Code provides that a pledging prohibition is void where the monetary claim arises from normal professional or business operations. The legislator’s aim is to give SMEs greater access to finance by preventing clients from blocking a pledge. For suppliers, this means that outstanding invoices can henceforth always serve as security for, for example, a loan or other forms of financing.
Key changes and points of attention
This legislative amendment restricts the contractual freedom of parties. Proprietary stipulations that exclude transfer or pledging are invalid. The same applies to contractual provisions that make pledging impossible in practice. Penalty clauses, acceleration clauses or termination clauses that are triggered upon assignment or pledging of monetary claims are likewise invalid from 1 July 2025. Even a confidentiality clause intended to impede pledging may be void under this Act.
The legislative amendment applies only to registered monetary claims arising from normal professional or business operations. Certain monetary claims remain outside the scope of the new Act, such as claims from bank accounts, syndicated loans and G-accounts. Careful analysis is therefore required to identify which claims are and are not subject to the new regime.
Another important change is the new writing requirement. Where a monetary claim subject to a (now void) prohibition is transferred or pledged, notification to the debtor must be made in writing. Failure to do so means the assignment or pledge has no legal effect. This detail may have far-reaching consequences in financing practice.
Transitional period and practical consequences
For contracts existing on 1 July 2025, a transitional period of three months applies. A pledging prohibition agreed before 1 July 2025 remains valid until 1 October 2025 at the latest. After that date, these older stipulations also cease to have effect. Undertakings thus have the opportunity to adapt their contracts and security structure in good time.
This development may have implications for your position as creditor or debtor. For suppliers, it often means greater opportunities to raise working capital. Clients, by contrast, must prepare to meet their payment obligations to a third party to whom the claim has been pledged.
The new Act offers opportunities for undertakings that wish to use their outstanding claims to obtain financing. We are happy to advise you on the consequences of the lapsing of pledging prohibitions and can review your existing contracts or general terms and conditions.
