The Act lifting pledge bans will enter into force on 1 July 2025, according to a recent message in the Government Gazette. This law aims to increase the financing space of SMEs.
Pledge
An entrepreneur in need of funds can borrow them. Lenders of funds often require collateral as a lock on the door in case the lent funds cannot be repaid unexpectedly. One of the possible securities is a lien. The entrepreneur who borrows money can pledge claims he has on others. If the entrepreneur who has pledged a claim fails to meet its obligations, the borrower can start collecting the pledged claim(s).
Pledge ban
The possibility of pledging claims stems from the Civil Code. But the right to pledge a claim can be contractually excluded (article 3:83, paragraph 2 and 3:98 of the Civil Code). In practice, this is also often done, by including a pledge prohibition in the loan agreement or in the general (purchase) conditions. The reason for including a pledge ban is that companies want to avoid facing new creditors.
The bill removes the possibility of imposing a pledge prohibition (and the possibility of excluding portability of a claim) for registered monetary claims arising from the conduct of a business or profession. Clauses regulating a pledge prohibition will be null and void. A pledge prohibition may still be imposed for money claims by private individuals.
The nullity of unauthorised pledge prohibitions applies immediately to claims arising after the Act comes into force. For claims existing at that time, the new regulation takes effect 3 months after the Act comes into force.