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Drafting a deed of assignment

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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

A legal document must not only be legally correct. Above all, it must align with how the entrepreneur will actually use the document

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About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year

Reviews (21)

Freek

We were given the space to tell our entire story without being interrupted. The process was completely digital and frictionless, which saved us a lot of time. The quality fully met our expectations.

Rianne

My request via the website was picked up incredibly quickly. The flexibility to add an extra clause at the last minute was greatly appreciated. Fantastic value for money for this level of expertise.

Sebastian

The expertise was immediately evident from the first contact. The speed with which complex legislative changes were integrated into our document was excellent. Our clients are responding positively to the clear general terms and conditions.

Cas

The start of the process immediately made a professional impression. Every adjustment we wanted was incorporated seamlessly and legally correctly. The service was professional and personal.

Mounia

We received pleasant assistance from the very first contact. The complexity of our shareholder structure was effortlessly translated into the agreement. These documents will undoubtedly save us a lot of headaches in the future.

Laurens

I am extremely pleased with the quick and adequate initial response. The process was organized in such a way that we achieved maximum output with minimal effort. The document was accepted flawlessly by our investors.

Raymond

Our assignment was accepted with great enthusiasm and professionalism. The setup of the cooperation agreement was logical and very well structured. The quality fully met our expectations.

Zoe

The lawyer took a practical approach with our company. The fixed price upfront instilled confidence. These documents will undoubtedly save us a lot of headaches in the future.

Fleur

Very clear and professional guidance. The clarity of the penalty clauses leaves no room for interpretation. Our business partners were impressed by the professionalism of the contracts.

Sam

It was nice that potential pitfalls were proactively considered. We exchanged quite a few emails, but the responses remained quick and helpful. The quality fully met our expectations.

Chantal

Clear agreements and a neat delivery. Ample time was taken to discuss the various options and their implications. The document was accepted flawlessly by our investors.

Mick

No time was wasted on unnecessary formalities. The continuous thinking from the entrepreneur's perspective was a breath of fresh air. Everything was delivered neatly and on time.

Yassine

The accessibility of the office is excellent. We greatly appreciated the pragmatic approach taken in resolving the bottlenecks. The service was professional and personal.

Mehmet

The lawyer took the time to explain everything thoroughly. The advice was not only legally sound but also practically feasible in daily practice. The document was flawlessly accepted by our investors.

Nordin

We were in a contentious situation, but the calm start defused the tension. The continuous thinking from the entrepreneur's perspective was a breath of fresh air. These documents will undoubtedly save us a lot of headaches in the future.

Mohamed

We encountered a complex contractual issue but were helped promptly. We appreciated the honesty when it turned out that a specific request of ours was legally unfeasible. The document was accepted flawlessly by our investors.

Claudia

The approach was professional and personal. The concept was ready quickly and highly usable. A party that delivers on what it promises on the website.

Henk

I was struck by how customer-oriented the initial approach was. It was very pleasant that we could review the drafts digitally and quickly. Our business partners were impressed by the professionalism of the contracts.

Amira

There was immediate room for our own input and ideas. They managed to forge an extremely complex joint venture agreement in a short timeframe. It is clear that they have a passion for entrepreneurship.

Yousra

The intake was not only informative, but we learned a lot right away. Clauses were added that protect us against risks we did not see ourselves. A party that delivers on what it promises on the website.

Soraya

Quick response and clear explanation. The clarity of the penalty clauses leaves no room for interpretation. Our customers respond positively to the clear general terms and conditions.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

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What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

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Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
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What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
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The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

Before drafting the deed, you make a number of choices. These determine the form you choose and the provisions you include.

Choice or question Why this matters legally
Public or private assignment? In the case of a public assignment, you notify the debtor; in the case of a silent assignment, the deed is registered and the transfer remains hidden from the debtor for the time being.
Do the ancillary rights transfer? Determine whether collateral and interest are part of the transfer; by default, ancillary rights follow the principal claim, but clearly document this.
What guarantees does the assignor provide? Agree whether the assignor guarantees the existence and collectability of the claim, or whether the assignee bears the risk.
Is the claim transferable? Check whether transfer is not excluded or restricted in the underlying agreement; a clause may prohibit transfer.
What is the consideration? Specify what the assignee pays or what other performance is provided in exchange for the transfer, so that the title is clear.
Clauses and provisions

Which components belong in a deed of assignment?

A deed of assignment does not need to be long, but every part must be correct. Together, the elements below ensure a transfer that the debtor and any other parties can follow.

Provision Relevant to Legal point of attention
Parties (assignor and assignee) Always Who transfers the claim and who acquires it; with full name, address, and Chamber of Commerce details.
Description of the claim Always Sufficiently ascertainable: debtor, amount, basis, and date, so that the claim is identifiable.
Title of transfer Always The legal basis, such as purchase, payment in kind, or gift; without a valid title, there is no valid transfer.
Delivery act Always Statement that the claim is assigned by this deed, possibly with notification to the debtor.
Associate rights Often Whether securities such as pledge, suretyship, and interest transfer with the principal claim.
Warranties and indemnities Often For example, that the claim exists, is due and payable, and has not been previously assigned or pledged.
Date and signature Always Dating and signatures of both parties; important for the time of transfer.
Notice to the debtor Often In the case of public assignment, it is necessary to bind the debtor; in the case of private assignment, registration suffices.
Use in practice

How do you use this document correctly?

The deed itself is a snapshot in time. For a legally valid and usable transfer, follow a few steps in the correct order.

Situation What should you do? Point of attention
For signature Check whether the claim is transferable and not excluded A prohibition on transfer can render the assignment invalid or impossible only under property law.
Upon signing Have both parties date and sign the deed Without a valid deed, the act of delivery required for transfer is missing.
Immediately after signing Notify the debtor or register the deed Only then can the debtor make a valid payment to the assignee, or can the silent assignment apply.
After transfer Keep the deed and proof of notification or registration You can later prove who the creditor is and when the transfer took place.
Common mistakes

Common mistakes

An assignment rarely fails due to the intention, but rather due to the execution. These are mistakes we frequently see in practice.

Wrong Consequence Better approach
Claim described too vaguely The claim is insufficiently ascertainable and does not concern Describe the debtor, amount, basis, and date accurately.
Notice to the debtor forgotten Debtor makes a valid payment to the former creditor Notify the debtor in writing or register the deed.
No valid title The transfer lacks a legal basis and is invalid Explicitly state the legal basis, such as purchase or gift.
Transfer prohibition overlooked Assignment is not possible or the debtor refuses Check the underlying agreement for a prohibition on assignment.
Ancillary rights not regulated Uncertainty regarding collateral and interest State explicitly whether ancillary rights are transferred.
Risk profile

What is your situation and what do you pay attention to?

The points of attention vary depending on the situation. If you recognize yourself in one of the cases below, you know where the focus lies.

Risk profile Example Focus in the document
Sale of a claim You transfer an outstanding invoice or loan to a third party in exchange for payment Clear title, guarantees regarding collectability and proper handling of delivery.
Transfer within an acquisition Receivables transfer upon the sale of (part of) a business Full description of all receivables and alignment with the other acquisition documents.
Financing with receivables You transfer receivables or pledge them as security to a lender Choice between assignment and pledging and proper registration or notification.
Collection by a third party A debt collection agency takes over the claim to collect it itself Clear notification to the debtor and agreements regarding the risk of non-payment.
Additional documents

When is this document not enough?

A deed of assignment governs the transfer of a claim. If there are other matters involved, you often require an additional or different document.

Situation Supplementary document Why
Situation Related document Explanation
You provide confidential information about the claim or debtor Confidentiality Agreement Protects sensitive information that you share with the buyer of the claim during negotiations.
The debtor is not paying and you want to collect the debt Debt collection After transfer, the new creditor can have the claim collected if payment is not received.
The claim is part of a broader collaboration Cooperation Agreement Records the agreements between parties that structurally share claims and risks.
Explanation of this document

Drafting a deed of assignment, why?

Not every entrepreneur knows exactly what a deed of assignment is, when you need one, and which risks they must cover. That is why we explain below what this document entails, what you should look out for, and why customized legal advice is important.

What is a deed of assignment?
A deed of assignment is the written agreement by which a creditor—the assignor—transfers his claim against a debtor to a third party—the assignee. After a legally valid assignment, the assignee assumes the rights of the assignor and becomes the new creditor: from that moment on, the debtor owes his debt to the assignee. The deed of assignment is the act of delivery required for the transfer of a registered claim pursuant to Article 3:94 of the Dutch Civil Code. Without a written deed, the assignment is void: an oral transfer of a claim has no legal effect. The deed of assignment is concluded between the assignor and the assignee—the debtor is not a party, but the assignment does have far-reaching consequences for him. Our lawyers draft a legally watertight deed of assignment for you, assess whether the claim you wish to assign is transferable, and assist you with notification to the debtor or registration with the Tax and Customs Administration.
What is the difference between public assignment and private assignment?
Dutch law recognizes two forms of assignment, both regulated in Article 3:94 of the Dutch Civil Code. In a public assignment, the claim is transferred by means of a private or notarial deed of assignment, followed by notification to the debtor. This notification may be given in writing or orally by both the assignor and the assignee. From the moment of notification, the debtor can only make a valid payment to the assignee. In a silent assignment —also known as assignment without notification—the claim is transferred without the debtor being informed. However, a silent assignment requires an authentic notarial deed or a private deed registered with the Tax and Customs Administration. Until the moment of notification, the debtor can still make a valid payment to the original assignor. Silent assignment is frequently used in factoring and in financing structures where the assignor wishes to protect their client relationship. Our lawyers will advise you on which form best suits your situation.
What must be included in a deed of assignment?
A legally valid deed of assignment must contain at least the following elements. First, the identification of the parties involved: the assignor and the assignee, with their full names and registered office details. Second, a sufficiently specific description of the claim to be transferred: the debtor, the legal basis of the claim, the amount or calculation thereof, and the maturity date. The requirement that the claim be sufficiently specific does not mean that every detail must be established down to the euro — but the claim must be identifiable. Third, the title of transfer: the legal basis on which the assignor transfers the claim, usually purchase or gift. Fourth, a guarantee from the assignor that he has the power of disposition — that the claim actually belongs to him, is not pledged to a third party, and has not been previously assigned. Fifth, a provision regarding the transfer of ancillary rights. And sixth, agreements regarding the liability of the assignor if the claim proves to be uncollectible. Our lawyers ensure that the deed complies with all statutory and practical requirements.
Which ancillary rights are transferred upon assignment?
Pursuant to Article 6:142 of the Dutch Civil Code, in the case of assignment, not only the principal claim but also all associated ancillary rights automatically transfer to the assignee, unless the parties agree otherwise. Ancillary rights include pledge and mortgage rights providing security for the claim, the right to agreed interest and contractual penalties, rights to penalty payments attached to the claim, and the right to extrajudicial collection costs. This is a significant advantage for the assignee: they acquire not only the bare monetary claim but also the security rights covering that claim. In practice, collection agencies and factoring companies purchase claims partly for this reason—the ancillary rights significantly increase the possibilities for recovery. The deed of assignment must explicitly state which ancillary rights are assigned along with the claim and whether there are any ancillary rights that are expressly excluded. Our lawyers will inventory the ancillary rights attached to your claim before the deed is drafted.
What is a prohibition on assignment and what are the consequences for transferability?
Not all claims are freely transferable. Parties may include a prohibition on assignment that prohibits the creditor from assigning their claim without the debtor's consent. A valid prohibition on assignment renders an attempt at assignment void despite that prohibition — the transfer then has no legal effect and the claim remains with the assignor. On July 1, 2025, the Act on the Abolition of Prohibitions on Pledge entered into force, which stipulates that contractual prohibitions on the pledging and assignment of monetary claims arising from the exercise of a profession or business are no longer valid against third parties. This means that prohibitions on assignment in commercial agreements have lost their effect against third parties for a large proportion of trade claims — although exceptions apply, including for financial instruments and bank loans. The consequences of this legislative change for existing prohibitions on assignment in your contracts warrant a separate legal assessment. Our lawyers will analyze for you whether a prohibition on assignment in the underlying agreement still stands in the way of the assignment you wish to execute.
What is the difference between assignment, subrogation, and contract assignment?
These three legal concepts are frequently confused in practice but are fundamentally different from a legal perspective. In assignment, the creditor voluntarily transfers their claim to a third party by virtue of a deed — it is a legal act that requires a legal title (purchase, gift). In subrogation, a claim passes by operation of law to a third party who has paid another person's debt — a deed is not required, and the transfer takes place automatically by virtue of law or agreement. Consider an insurer who compensates their insured for damages and thereby automatically acquires the insured's claim against the liable third party. In the assignment of a contract pursuant to Article 6:159 of the Dutch Civil Code, the entire contractual position passes — both rights and obligations — and the consent of the counterparty is required for this. Assignment transfers only rights to claims, not obligations. The choice between these legal concepts has practical and tax implications. Our lawyers will advise you on which form is most appropriate for your situation.
When can the debtor still make a valid payment to the assignor?
The position of the debtor after assignment is a frequently asked practical question. As long as the debtor is unaware of the assignment, he can continue to make valid payments to the original assignor—his debt is then deemed to have been settled, even though the claim has already been assigned. This applies to both public and private assignment. As soon as the debtor has been notified of the assignment—by notice in the case of public assignment or by his own knowledge in the case of private assignment—he can only make valid payments to the assignee. If he subsequently makes payments to the assignor, his debt is not settled, and the assignee may still demand payment. It is therefore essential for the assignee that notification to the debtor takes place as soon as possible after the assignment, and that he has proof of that notification. Our lawyers will draft the notification for you and advise you on the best method of sending it.
How does assignment work in the context of factoring and corporate finance?
Factoring is the most common practical application of assignment in the SME sector. With factoring, an entrepreneur transfers their accounts receivable administration—their outstanding invoices—to a factoring company, which immediately pays them a substantial portion of the invoice amount. The factoring company assumes the debtor risk and collects the invoices itself. The legal basis is a continuous silent assignment of future claims arising from existing legal relationships. In bank financing, claims are regularly pledged to the financing bank as security—pledging works differently from assignment but is legally closely related. Following the entry into force of the Act on the Abolition of Prohibitions on Pledging, both instruments have become easier for SME entrepreneurs to utilize. Our lawyers advise you on the most suitable financing structure and draft the necessary deeds.
What role does the deed of assignment play in business acquisitions?
In business acquisitions — and particularly in asset transactions where the assets and liabilities of a company are transferred rather than the shares — the deed of assignment plays a central role. Claims against debtors form part of the assets and must be transferred to the buyer by means of assignment. The acquisition deed typically includes a general assignment of all claims, but for legal validity, the claim must be sufficiently defined. A general "assignment of all claims" without further specification is not always sufficiently defined. For asset transactions, our lawyers draft a specified deed of assignment accompanied by an accurate list of claims, and advise you on the notification to debtors and the timing thereof in relation to the acquisition date.
How does it work at MKBjuristen?
After a brief intake, our lawyers map out the claim to be assigned, the legal basis, the form of assignment, and any ancillary rights. Based on this, we draft a deed of assignment that meets all statutory requirements — including a sufficiently defined description of the claim, a guarantee of power of disposal, an arrangement for ancillary rights, and clear agreements regarding liability in the event of uncollectibility. We also handle notification to the debtor or registration of the deed with the Tax and Customs Administration for silent assignment. Have you found a prohibition on assignment in the underlying agreement and do you want to know whether that prohibition remains valid following the Act on the Abolition of Prohibitions on Pledging? We will assess this for you. Are you involved in a business acquisition, a financing structure, or a debt collection process where assignment plays a role? Then we will guide you through the entire process, from legal analysis to the signed deed.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
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Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

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SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
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Consultation with a lawyer and assessment of your risks
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Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Custom solutions per industry and company

Every business operates differently and faces different legal risks. Therefore, we tailor the document to your industry, customers, agreements, and way of working.

Webshops & e-commerce

Focus on online sales, delivery, returns, complaints, payment, digital products, and consumer regulations.

Business services

Attention to the assignment, additional work, liability, payment, termination, and reliance on client information.

Construction, installation & execution

Attention to planning, delivery, warranties, additional work, materials, delays, and liability risks.

Software, SaaS & digital services

Attention to licenses, availability, support, updates, data, intellectual property, and limitation of liability.

Trade, supply & wholesale

Attention to delivery, transport, payment, retention of title, warranties, delivery times, and international agreements.

Consultants, freelancers & advisors

Attention to scope, best efforts obligations, cancellation, payment, liability, and confidential information.


A legal document only has value if it suits your practice. That is why we look not only at the text, but also at how you use the document in your business.

Common mistakes with legal documents

A legal document often seems simple, but small errors can have major consequences later on. In practice, we see that entrepreneurs run the greatest risk when a document does not align well with their business, agreements, or way of working.

  • Using a standard document that does not suit the company
  • Forgot important agreements regarding payment, delivery, liability, or termination
  • Have a document generated without legal review
  • Continuing to use old documents while the company has changed
  • Not knowing how the document should be used correctly in practice

A legal document only prevents problems if it suits your situation. That is why we look not only at the text, but also at your company, agreements, and risks.

Why is a standard document often not enough?

Because a standard document does not take into account your industry, customers, risks, and specific agreements, important provisions may be missing or not align well with your practice.

Can I create a legal document myself using AI?

AI can assist in creating text, but does not independently assess whether the document is legally appropriate, complete, and usable for your business. Legal review therefore remains important.

When do I need to have my document checked?

Have your document checked if your business has changed, you have new customers or services, you have doubts about existing agreements, or the document has not been updated for a long time.

Will I also receive an explanation about the use of the document?

Yes. We explain how to use the document in practice, what to look out for, and which steps are important to prevent disputes afterwards.

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Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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