You run a successful business: satisfied customers, a healthy order book and a stable invoice flow. But to really grow - for instance by investing in machines, people or new markets - you need external financing. And that is precisely where things often go wrong. Many entrepreneurs run up against a contractual obstacle: a ban on pledging. Large customers stipulate in contracts that you cannot pledge your receivables from them. Consequence? The bank will not accept these receivables as collateral, limiting your financing scope.
From 1 July 2025, this will change. That is when the Abolition of Pledge Bans Act will enter into force. This act will give entrepreneurs more scope to use their receivables as collateral, thereby significantly increasing their financing options.
Until now, a client could stipulate in a contract that you may not pledge your claims against him. Such a ban on pledging was legally valid and had the effect that the claim could not be offered as security to financiers.
The new law does away with this. From 1 July 2025, pledge bans in commercial contracts will no longer be valid insofar as the pledge is made for the purpose of business financing. This means that as an entrepreneur, you can pledge your receivables to a bank or other financier, even if the contract with your customer stipulates otherwise.
An example: suppose you run an installation company with large clients in the non-residential construction sector. The current contracts state that you are not allowed to pledge receivables from these clients. Until now, that meant: you could not use those invoices as collateral for, say, a working capital loan.
The arrival of the new law changes this fundamentally. Namely, the law states that a ban on pledging in this context no longer has any legal effect. So you may indeed offer receivables as security to a financier - regardless of what the contract says.
Note: this does not automatically mean that a financier will also accept these claims as sufficient security. This continues to depend on the full risk profile and the financier's assessment.
The change in the law offers opportunities, but also requires action:
The Abolition of Pledge Bans Act opens new doors to financing for entrepreneurs. You get more control over your working capital and more opportunities to invest in growth and innovation. Especially for SMEs+, this can be an important step towards financial flexibility and future-proofing.
Want to know more about the impact of this law change on your organisation? Contact Marxman Advocaten's Restructuring & Insolvency team.