Important changes ahead in financing practice: legislator plans to modernize pledges and assignments

The quality of collateral is often almost as important to a lender as the interest rate on the loan. To facilitate the establishment of collateral, the legislator has proposed far-reaching legislative amendments, which include:

• Possibility to pledge or assign all future receivables of a debtor.
• Registration of a private deed of silent pledge can take place by means of an electronic timestamp.

Until 15 February 2026, the consultation is open for the Act to amend Book 3 of the Dutch Civil Code (BW) in connection with updating the registration of private deeds and the silent pledge and silent assignment of future receivables (Act on the modernization of pledge and assignment; consult the legislative proposal and explanatory memorandum here (in Dutch)). The process surrounding silent assignment and silent pledge will be digitized, administrative burdens for entrepreneurs will be reduced, and the playing field for bank and non-bank financiers will be levelled. This newsletter briefly addresses the main aspects and impact for financing practice.

The most significant change is that, from the moment the law enters into force, all future receivables of a debtor can be silently pledged or assigned. Currently, the limitation applies that, in order for a receivable to be silently pledged or transferred, it must arise from an existing legal relationship. This "legal basis requirement" from Article 3:239, first paragraph, and Article 3:94, third paragraph BW, will be abolished upon entry into force. This does not apply to consumers: natural persons not acting in the course of a profession or business. The intention is to protect consumers, as they may not fully understand the consequences of pledging all their future receivables at once. This means that, under this proposal, receivables for which the legal relationship (for example, a purchase agreement) does not yet exist at the time of pledging, can also be silently pledged in advance.

The second major change is that a private deed of silent pledge no longer needs to be registered with the Dutch Tax Authorities (Belastingdienst), but the date can also be established via an eIDAS qualified electronic timestamp (pursuant to the future Article 3:15b BW). This significantly reduces the administrative burden of establishing a silent pledge, as a courier or the pledgee no longer needs to physically deposit the deed at the Tax Authorities’ office. In addition, the fixed date increases evidentiary certainty in disputes about the ranking of the pledge. Whereas previously, the day of registration was decisive for the ranking of the pledgee, electronic signing can now determine to the minute (the explanatory memorandum even mentions "seconds" on page 16) which deed was signed first and thus is higher-ranking. Registering the deed with the Tax Authorities will remain possible for the time being, but this will be phased out in due course. In that case, the time of establishment will be set at 5:00 p.m. on that day.

By way of example, the proposed simplified registration, combined with the possibility to pledge all future receivables, means that upon entering into a credit relationship, all future receivables of the borrower can be pledged to the lender at once, without the latter having to submit a collective pledge deed to the Tax Authorities every day.

Due to this simplification, lenders who lack the capacity to register a collective pledge deed daily can, from the entry into force, also pledge all (future) receivables under their debtor. This further levels the playing field between professional and non-professional lenders.

As indicated, the legislative proposal is currently still open for consultation. Changes may be made as a result of the consultation. In addition, it is not yet clear when the proposal becomes effective.

The banking & finance team of Meijburg Legal is closely following developments regarding the Act on the modernization of pledge and assignment and is happy to inform you about them. Would you like to know more about the opportunities and consequences this law may have for your business? Please contact the experts of the banking & finance team at Meijburg Legal.