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A deed of assignment transfers a claim from a creditor (assignor) to a third party (assignee). Examples: factoring, securitization, or the transfer of claims upon an acquisition. Requirements: written deed (Art. 3:94 BW) + notification to the debtor (public assignment) or without notification (silent assignment via VAT registration). Useful for entrepreneurs regarding financing or the transfer of a client portfolio. Below are the form, notification, and how Lars smartly assigns his accounts receivable portfolio.
The short answer
- What: transfer of claim from creditor to third party.
- Legal basis: Art. 3:94 BW.
- Form: written deed (notarial or private).
- Public or silent: public (notification to debtor) or silent (registration via VAT).
- Applications: factoring, debtor financing, securitisation, transfer of customer portfolio.
Public assignment
Three steps:
- Written deed between assignor and assignee.
- Notification to debtor — in writing.
- The claim is transferred to the assignee.
The debtor knows after notification that he must pay the assignee. Failure to pay the assignee is not discharging the debtor.
Silent assignment
Since 2004: silent assignment possible without notification — claim transfers upon registration of the deed with the Tax and Customs Administration. Advantages:
- Debtor unaware of transfer — no disruption of relationship.
- Many assignments possible simultaneously (e.g., the entire accounts receivable portfolio).
- Practical for factoring and accounts receivable financing.
Disadvantage: debtor may continue paying the original creditor until notification — risk regarding subsequent claims between assignor and assignee.
What is stated in the deed?
- Identity of assignor and assignee.
- Description of transferred claim (debtor, amount, invoice number, date).
- Transfer statement.
- Any consideration (selling price).
- Date and signatures.
- In the case of silent assignment: also include VAT registration notification.
What can you assign?
- Existing receivables: invoices to customers, loans.
- Future claims: yes, provided they are sufficiently ascertainable (e.g., “all claims arising from current relationship X”).
- Subject to conditions: claims insofar as transferable.
Not cedarable:
- Personal claims (alimony).
- Claims with a non-transferability clause in the underlying contract.
- Criminal claims.
Applications
1. Factoring
Sell invoices to a factor — typically via silent assignment. The factor becomes the owner of the claim and collects from the customer. See factoring.
2. Accounts receivable financing
Bank receives assignment as security for credit. In case of non-repayment: bank can collect receivables. See debtor financing.
3. Acquisition of client portfolio
Upon sale of a company: receivables from customers transfer via assignment. Part of the acquisition agreement.
4. Securitisation
Large-scale collection of receivables is sold to investors — for large companies and banks.
Non-transferability clause
The debtor and the original creditor can agree in the contract that claims are not transferable without consent. This is common in B2B agreements.
Effect: despite the contract, assignment is valid against the assignor and assignee, but not against the debtor. The debtor may continue to pay the original creditor. Practically restrictive.
Check whether claims are transferable before assignment.
Lars's debtor's consent
Lars wants to raise financing via silent assignment of a €200,000 accounts receivable portfolio:
- Deed with financier, silent assignment via VAT registration.
- Financier provides 75% advance = € 150,000.
- Customers pay Lars to the regular account number.
- Lars pays off the financier upon receipt.
In the event of non-compliance by Lars: financier becomes public assignment via notification — customers must pay the financier directly.
Honest recommendation
Assignment is a powerful instrument for financing and transfers. Silent assignment is discreet and practical for structural use. Public assignment is stronger in the event of disputes. Before assignment, check whether claims are transferable (no non-transferability clause). For simple assignments: a standard template suffices. For complex situations (large amounts, international aspects): consult a legal expert (€500-€2,500).
For other topics: factoring, debtor financing and debt and contract assumption.
Frequently Asked Questions
Transfer of a claim by creditor (assignor) to a third party (assignee). Legal basis: Art. 3:94 BW. Requirements: written deed + notification to debtor (public) or registration via VAT (silent).
Public assignment: notification to the debtor — who must pay the assignee. Silent assignment: without notification, via VAT registration — the debtor is unaware and pays the assignor until any notification is given.
Existing claims (invoices, loans), future claims (provided they are ascertainable), claims insofar as they are transferable. Excluded: personal claims, claims subject to a non-transferability clause, criminal claims.
Provision in a contract by which the debtor and creditor agree that claims are not transferable without consent. Assignment despite the clause is valid between the parties but not against the debtor.
Factoring (sale of invoices), debtor financing (assignment as security), acquisition of customer portfolio upon sale of company, and securitization (large-scale sale of receivables to investors).
Not mandatory — a private agreement suffices. A notarial deed provides a stronger evidentiary position. For large amounts or complex assignments: a notarial deed is recommended.
Deed is registered with the Tax and Customs Administration — registration includes proof of date. Claim is transferred without notification to the debtor. Practical for large-scale assignments (factoring, securitization) without customer communication.
