Draft bill on modernisation of pledge and assignment of receivables: A game changer for credit provision in the Netherlands

The draft bill targets two structural issues in Dutch security law: 

1. A cumbersome, paper-based registration process for undisclosed pledge (stil pandrecht) and undisclosed assignment (stille cessie) by private deed; and 
2. The limited ability to take security over certain categories of future receivables.

Why it matters: 

Receivables pledges and assignments are key collateral in Dutch lending, and the government aims to reduce administrative burdens, broaden credit availability and create a more level playing field between bank and non-bank financiers.

Bottlenecks under current law and how the draft bill tackles them:

Bottleneck 1: Paper registration

Today, private deeds for undisclosed pledge/assignment of receivables must be physically registered with the Dutch Tax Authorities in Rotterdam. Without registration, no valid undisclosed pledge/assignment is created. This paper-only process creates cost, delay and operational friction at significant volume.

Measure 1: “Fixed date”

The draft bill replaces “registered private deed” with a private deed “with a fixed date”: the execution date and exact time must be reliably evidenced and tamper-proof. A fixed date can be obtained by: (1) a qualified electronic timestamp under the European Union Electronic Identification, Authentication and Trust Services (eIDAS) regulation; (2) any other objective method meeting the statutory standard; or (3) transitional continuation of Tax Authorities registration (time fixed at 17:00). This enables fully digital, 24/7 timestamping and reduces reliance on paper registration.

Bottleneck 2: “Double future” receivables

Current Dutch law only allows undisclosed pledge/assignment in advance over receivables arising directly from an already existing legal relationship, leaving “double future” receivables (from contracts not yet concluded) outside the collateral net, especially in retail and e-commerce where payments are near-instant.

Measure 2: Abolishing the underlying-relationship requirement for corporate parties, allowing all future receivables to be pledged or assigned in advance by a single deed (subject to a consumer protection exception for undisclosed assignment where the assignor is a natural person not acting in business).

The practical impact is broader collateral coverage, simpler documentation (less need for daily omnibus pledge deeds), and potential improvements in credit availability and pricing. In insolvency contexts, more incoming payments may fall under the pledge, affecting set-off dynamics on the eve of insolvency, while potentially reducing funds available to the bankruptcy estate. Consistent with Dutch insolvency law, the draft bill leaves unchanged the core rule that purely post-bankruptcy receivables fall outside the scope.

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Milad Hamidy since 2020 has been admitted at the Dutch Bar and is a court-appointed trustee specialised in financing, securities, and insolvency. He helps entrepreneurs and investors navigate restructurings, insolvency disputes, distressed mergers and acquisitions, and bankruptcy-proof contracts with clear, pragmatic advice.

Reinier Pijls has worked at Poelmann van den Broek since 2010 and specialises in financing, securities, and insolvency. He advises companies, directors, and financiers on continuity, restructuring, and enforcement issues, and conducts extensive proceedings focused on director liability and the most effective recovery of funds. He is also regularly appointed as a trustee in bankruptcies.