Contract transfer

Definition

Contract transfer (contractsoverneming) moves a party's complete position in a contract, covering both rights and obligations, to a third party. Under Dutch law this requires a deed and the cooperation or consent of the remaining counterparty, distinguishing it from a mere assignment of receivables. It is common in mergers, divestments and outsourcing.

Example

When a business unit is sold, its service contracts are transferred to the buyer with the customers' written consent.

Why this is a business risk

A contract transfer that lacks the counterparty's consent is void under Dutch law, meaning obligations continue to bind the transferring party. In M&A and outsourcing contexts, large numbers of contracts must be reviewed and consented to on compressed timelines. Missed transfers leave assets stranded, services interrupted or the seller still legally exposed on contracts they believed they had offloaded.

How to manage it

• Maintain a complete contract register so every agreement requiring transfer can be identified quickly in a transaction or restructuring.
• Check each contract for an anti-assignment or change-of-control clause before assuming transfer is permissible.
• Obtain written consent from counterparties before completing the transfer, and record the consent in a form that is retrievable alongside the contract.
• Execute the transfer by deed where required under applicable law, and ensure all parties receive a fully executed copy.
• Update the contract register immediately after transfer so responsibility and ownership are correctly attributed to the new party.

Legal references

• BW 6:159 Dutch Civil Code, contract transfer Dutch law

Unless marked otherwise, references are to Dutch law (Burgerlijk Wetboek, the Dutch Civil Code); EU instruments such as the GDPR apply across the EU. This is general information, not legal advice. Other jurisdictions treat these concepts differently. Verify the current text and your situation with a qualified lawyer.