While monetary claims are, as a rule, freely transferable under Dutch law, commercial parties often agree to contractually restrict or exclude their transfer or pledge. Such arrangements are typically intended to prevent debtors from having to deal with unknown or unwanted creditors. In practice, however, these restrictions can significantly impede access to external financing, particularly for small and medium-sized enterprises (SMEs). Monetary claims that cannot be transferred or pledged are unsuitable as collateral and therefore ineffective as security in financing arrangements.

The Dutch legislator considers this practice undesirable, as external financing plays a vital role in the growth of businesses. Moreover, prohibitions on the transfer or pledge have already been implemented in other European countries, including Germany, Austria and the United Kingdom. According to the Dutch legislator, divergences between neighbouring countries distort the level playing field. The new Act on the Abolition of Pledge Prohibitions (hereafter ‘the Act’) aims to remove this distortion and to expand the financing capacity of SMEs.

Amendment to the DCC and transition period

As of 1 July 2025, the Act has introduced a new third and fourth paragraph to Section 3:83 of the Dutch Civil Code (DCC). Paragraph 3 renders null and void any contractual clause between creditor and debtor that aims to exclude, in whole or in part, the transferability or pledgeability of monetary claims. The new paragraph 4 provides four exceptions to this rule. The Act provides for a transition period of three months. As of 1 October 2025, the Act also applies to existing agreements.

To which type of claims does the Act apply?

The Act is limited to transfer and pledge prohibitions relating to monetary claims arising 'from the exercise of a profession or business'. Claims other than monetary claims, as well as monetary claims provided by private individuals, fall outside the scope of the Act. 'Profession or business' should be interpreted broadly: it covers all claims of a commercial nature.

Which clauses are null and void?

The nullity sanction applies to all clauses that serve to exclude or otherwise impede the transferability or pledgeability of monetary claims. Provisions that restrict transferability indirectly are likewise void, including penalty clauses or consent requirements that operate as a practical barrier to assignment. The legislative history offers little guidance on the types of clauses that fall within this scope, resulting in a lack of legal certainty in Dutch legal practice. Businesses should therefore exercise caution when drafting clauses that could be seen as (indirectly) limiting the transferability or pledgeability of claims. Further clarification as to which clauses are null and void under the Act is expected to emerge from future case law. Finally, it should be noted that the scope of the Act is confined to agreements between the creditor and the debtor. Contractual arrangements involving third parties (e.g. negative pledge clauses) fall outside the Act’s scope.

Exceptions

The new Section 3:83(4) DCC sets out four exceptions to Section 3:83(3) DCC. For the following types of monetary claims, exclusion of transferability or pledgeability remains permissible:

1. claims arising from a current or savings account;
2. claims arising from syndicated financing;
3. claims from or on a clearing institution, central counterparty, settlement institution, clearing house or central bank; and
4. claims that will be paid on ‘G accounts’ (blocked bank account in the Netherlands used to pay specific taxes contributions directly to the tax authorities).

The exceptions under (1) and (3) are necessary to ensure the smooth functioning of the payment and securities systems. By exempting syndicated financing, the Act aligns with standard Loan Market Association documentation, which is commonly used in international commercial practice for syndicated loans. Payments to G accounts are excluded because they serve a public-law safeguarding function and are not to be freely transferred.

This blog was written as part of the Master’s course ‘Practicum: Civiel recht’.

Requirement to notify in writing

The Act also adds a fifth paragraph to both Section 3:94 and Section 3:239 DCC. Under these provisions, notice for a public assignment or pledge, as well as notice for converting an undisclosed assignment or pledge into a disclosed one concerning commercial monetary claims, must henceforth be provided in writing. Until written notice is received, the debtor is validly discharged by paying the original creditor. This requirement was added to enhance legal certainty and protect debtors by clearly determining when an assignment or pledge takes effect.

Effect on the market

The Act is expected to create more financing opportunities, particularly for SMEs. Several commentators have, however, highlighted the Act’s impact on the existing ‘empty estate problem’: as monetary claims will generally become pledgeable, a smaller portion of the estate will remain available for distribution to unsecured creditors in insolvency. The effectiveness of the Act will be evaluated after one and four years, respectively.