Clifford Chance

Statutory invalidity of non-assignment clauses

4 March 2025

On 4 March 2025, the Senate passed the 'Act on the Abolition of the Prohibition of Pledging (Wet opheffing verpandingsverboden)'. The purpose of this Act is to invalidate restrictions on the assignment or pledge of receivables (hereinafter: 'non-assignment clauses'). This will make receivables more widely available as collateral in financing transactions or for transfer in the context of transactions such as factoring and securitisation. The downside is that it becomes more difficult for companies to protect themselves against the consequences of a transfer or encumbrance of a claim by their creditor (e.g. set-off).

Financial institutions and other companies would be prudent to take into account the (positive and negative) consequences that the new legislation will have for them. In this client briefing, we address a number of questions to which the Act gives rise.

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