# Contract transfer

Source: https://contracko.com/glossary/contract-transfer

# Contract transfer

Transferring an entire contractual relationship, with all rights and obligations, to a new party.

## 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.

### How Contracko helps

Contracko's searchable repository and AI review make it practical to identify every contract subject to transfer during a transaction, including those with change-of-control provisions. Once transfer is complete, ownership and metadata can be updated in the register so the new party has full visibility of obligations and deadlines from day one.

## Legal references

- [BW 6:159 Dutch Civil Code, contract transfer Dutch law](https://wetten.overheid.nl/BWBR0005289)

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.

## Relevant for

[Financial Services](https://contracko.com/industries/financial-services)[IT Services](https://contracko.com/industries/it-services)[Managed Service Providers](https://contracko.com/industries/managed-service-providers)[Manufacturing](https://contracko.com/industries/manufacturing)

## Related clauses

- [Assignment Clause](https://contracko.com/clause-library/assignment)
- [Change of Control Clause](https://contracko.com/clause-library/change-of-control)
- [Subcontracting Clause](https://contracko.com/clause-library/subcontracting)

## Related terms

- [Assignment](https://contracko.com/glossary/assignment)
- [Change of control clause](https://contracko.com/glossary/change-of-control-clause)
- [Contract Management](https://contracko.com/glossary/contract-management)
- [Counterparty](https://contracko.com/glossary/counterparty)

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## Frequently asked questions

Common questions about this term.

- **Q:** What is the difference between contract transfer and assignment?
  **A:** Assignment transfers only rights (receivables), not obligations. Contract transfer under BW 6:159 moves the complete position, rights and obligations alike, which is why it requires the counterparty's cooperation or consent.

- **Q:** Does a change-of-control clause block a contract transfer?
  **A:** It may give the counterparty a right to terminate rather than blocking transfer outright. The exact effect depends on the clause wording: some trigger automatic termination, others give a right to consent or refuse, others simply require notification.

- **Q:** Is consent from the counterparty always required?
  **A:** Under Dutch law (BW 6:159) yes, either consent or cooperation. The consent can be given in advance in the contract itself, for example by a pre-approved assignment clause, which eliminates the need to seek it at the time of transfer.

- **Q:** What happens to ongoing obligations after a contract transfer?
  **A:** After a valid transfer, the new party assumes both future obligations and liability for obligations that arose before the transfer date, unless the parties agree otherwise. The transferring party is released, though the counterparty may still have claims for pre-transfer breaches.

- **Q:** How are contract transfers typically handled in a merger or acquisition?
  **A:** The parties conduct a contract inventory as part of due diligence, classify each agreement by transfer method and counterparty consent requirements, and manage notifications and consent requests as a workstream during the transaction. Agreements that cannot be transferred in time may need novation or parallel run arrangements.

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