The clause “receivables under this agreement may not be assigned without our consent” is standard in customer contracts. The draft Civil Code removes the feature on which it relied: its effect against third parties.
What the draft says
According to the recodification commission’s brochure, protection of third parties and legal dealings is strengthened in assignments of receivables, an important mechanism for the modern economy. The key point is that breaching a contractual assignment ban will not affect third parties. The assignment therefore remains effective for the assignee. The party breaching the ban is liable to its contractual partner for breach, rather than the assignment being invalid.
Suppliers gain flexibility
This is good news for creditors. A receivable becomes a more reliable asset: factoring, refinancing or selling a portfolio of claims will no longer be blocked by a clause imposed on a supplier in a framework agreement. The assignee need not investigate whether an assignment ban buried somewhere in the contract could defeat the entire transaction.
Customers must rethink protection
Those relying on an assignment ban, typically customers unwilling to pay an unknown factor or face disputes about whom they owe, will need to rebuild their protection through contractual liability for breach, notification rules or another arrangement. The clause alone will no longer protect them against third parties.
Beyond assignment: transfer of contracts, cash security and debt forgiveness
The draft also expressly regulates mechanisms used in practice but exposed to uncertainty without a statutory basis: transfer of an entire contract, cash security and unilateral debt forgiveness. Express regulation of whole-contract transfers may particularly simplify reorganisations and sales of business divisions, where contractual positions are currently transferred awkwardly in separate parts.
When will it take effect?
The government approved the draft Civil Code on 6 May 2026, and Parliament advanced it to second reading on 9 June 2026. The anticipated effective date is 1 July 2027. The wording may still change, but the direction is clear and businesses relying on assignment bans have time to redesign their protection.
To understand how recodification affects your contracts, see our preparation for the new Civil Code. If you are already assigning or setting off receivables, we can help with that too: assignment and set-off of receivables.
This article provides general legal information as at 16 July 2026. It does not constitute legal services or advice on your specific matter. Laws change and the details of your situation may differ. Check the appropriate course of action or contact us before making a decision.
