Article 3:94, paragraph 1, of the Dutch Civil Code provides that a chosen act is carried out by an act and subsequent notification to the debtor (or the person against whom the right may be exercised). The plenipotentiary or agent may announce it. In this case, the transfer is not completed until after the debtor has been announced in advance. Practical alternatives have been introduced to address the objections of market participants. For example, in the case of securitization, the mandatory termination was deferred to the debtor. This occurred most often in combination with consignment agreements to compensate for the transfer of ownership and thus the entire transfer, which was not legally completed until the debtor had been terminated. There was an obvious risk that the termination would be too late, for example. B after the debtor concerned has already been declared bankrupt. An purchaser`s right of appeal is extremely limited when the debtor goes bankrupt. In the case of factoring, for example, the factoring company has a much stronger right to the debtor when the assignment is advanced (and it is de facto “owner” of the debt) than when it is in the position of holder of an undisclosed collateral. This is particularly evident in the case of the actual perception of the rights in question.
In principle, all contracts can be transferred according to the procedure described in Article 6:159. However, as in the case of the transfer, it is stipulated by contract that transfers are not allowed. Contracts for which a transfer is not possible can be summarized as follows: Article 6:159 DCC provides that one party may, with the agreement of the other party, transfer its position to a third party by an agreement with that third party. All rights and obligations are transferred to the third party, unless there is something else in the rights already fulfilled. This means that the new contractor has in principle exactly the same rights and obligations as the original contractor. For example, they have the same benefit obligations and the same rights of termination and damages for breach on the part of the other party. An intervention in the Netherlands or a staff detachment in the Netherlands is now one of the tools for international companies to develop their activities. In order to structure the activity as best as possible, a proper delegation structure has become very important for these companies. In most legal systems, the assignment is limited to the transfer of rights, not obligations. An assignment cannot therefore transfer the entire contract position, including rights and obligations.