More financing flexibility for entrepreneurs in the Netherlands

On 1 July 2025 the law on lifting prohibitions on pledges (Wet opheffing verpandingsverboden) came into effect in the Netherlands, eliminating contractual clauses that prevent the transferability and pledgeability of receivables. The reform is designed to improve access to credit for entrepreneurs and especially for SMEs, giving them broader financing flexibility and options.

Background and legislative changes

Under Dutch law, monetary claims are freely transferable, unless limited by law or the nature of the right. However, companies could exclude the assignment or pledging of claims through contractual provisions. This practice, common in sectors like construction and retail, aimed to protect debtors from dealing with new creditors and payment addresses.

The business community, however, had commented on unintended economic side effects: receivables and credit portfolios were no longer suitable as collateral, reducing credit capacity. Meanwhile, other countries such as Germany and the UK had already abolished similar non-pledge and non-transfer clauses, creating competitive disadvantages for Dutch businesses, as the Ecovis consultants know.

The new law reverses this by allowing the pledge or assignment of monetary claims arising from business transactions, regardless of whether they involve b-to-b or b-to-c relationships. Clauses prohibiting or restricting such pledges are now void, including indirect measures such as penalty provisions or conditional requirements.

We advise you on how to navigate the new legal framework and leverage your receivables effectively.

David Bos, Attorney at law, Partner, Kienhuis Legal – member of ECOVIS International – Utrecht, The Netherlands

Limited exceptions

The reform retains some exceptions, where transfer or pledge restrictions remain valid:

• Money claims from checking and savings accounts
• Syndicated loans with multiple lenders
• Clearing house claims
• G-account claims (specific bank accounts used in respect of certain tax claims)

Practical effects and written notifications

Currently the law only applies to new agreements. As of 1 October 2025, the law will also apply to existing agreements, making previously unpledgeable claims pledgeable. This change enables businesses to leverage receivables more effectively as collateral, improving financing capacity.

Furthermore, to ensure clarity for debtors, the law requires written notification (including by e-mail) of any transfer or pledge. Until such notice is provided, debtors may continue paying the original creditor in full discharge of their obligations.

Practical guidance for entrepreneurs

• Review model contracts: Companies should remove non-transferability and non-pledge clauses from templates and upcoming contracts.
• Use receivables as collateral: Companies should consider pledging monetary receivables more frequently as a financing strategy.

For further information please contact:

David Bos, Attorney at law, Partner, Kienhuis Legal – member of ECOVIS International – Utrecht, The Netherlands
Email: david.bos@kienhuislegal.nl