Eight centuries later, still central and still uneven: the ICC Banking Commission takes a comprehensive look at bills of lading

The bills of lading has roots in medieval Mediterranean trade. By the fourteenth century, merchants were using seperate written records acknowledging goods received for carriage. What began principally as a receipt gradually acquiered the other functions associated with the modern bill of lading: evidence of the contract of carriage and, eventually, a transferable document of title.

That triple function is why banks still ask for original bills of lading, and why fraud, misdelivery and the mechanics of pledging remain live risk questions in 2026. It is also why the ICC Banking Commission Legal Committee has spent the past year producing a comprehensive comparative study of the legal status of the bill of lading across the world's main trading jurisdictions.

What the paper does

The draft Position Paper, now open for member comments, covers twenty-four jurisdictions. Each country's chapter is answered by a local legal contributor to a common questionnaire designed by the Legal Committee. The result is a jurisdiction-by-jurisdiction picture of the rights and liabilities associated with holding a bill of lading, the mechanisms for its transfer, and its use as security in trade finance.

Five findings run through the paper.

• The core function is uniform. In every jurisdiction surveyed, the lawful holder can require the carrier to deliver the goods at the port of discharge. Whether the underlying law calls the document a document of title or a possessory document, that entitlement is the same.

• Ownership is not conferred by the bill of lading itself. In most jurisdictions, ownership of the goods flows from the contract of sale and property law, not from possession of the bill. Only in a minority of jurisdictions, and only in specific circumstances, does the bill of lading itself transfer or evidence ownership.

• The distinction between negotiable and non-negotiable bills of lading is recognised across all systems, with broadly similar rules on endorsement and transfer.

• Bills of lading are widely used as collateral, but the paper is emphatic on one point: for a bank, a security interest "on paper" is not enough. Effective enforcement generally requires being the lawful holder of the original bill at the moment enforcement is needed.

• The main risks are operational: fraud, loss, misdelivery, cross-border enforcement. These are common across jurisdictions and are increasingly addressed through industry practice and technology.

What the paper deliberately does not do

The Committee has scoped this paper to the traditional bill of lading. It does not attempt a fresh analysis of electronic bills of lading, referring readers to the 2018 Clyde & Co study on that specific question. That scoping choice matters: the eBL conversation, on which the Netherlands has moved ahead with its July 2026 amendment to Book 8 of the Civil Code, is a related but distinct file. The Position Paper is doing something else: mapping the underlying legal framework that both paper and electronic bills of lading rely on.

The Netherlands section, in short

The Dutch chapter, contributed by a Dutch legal practitioner, describes the cognossement under Book 8 of the Burgerlijk Wetboek. The Hague-Visby Rules apply under Dutch law through Article 8:371 DCC, alongside the related provisions of Book 8 governing carriage under bills of lading The bill of lading itself does not give the holder legal title to the cargo. It gives the lawful and regular holder (the recht- en regelmatige houder) the exclusive right to require the carrier to deliver the goods, and it is that exclusive delivery right, under Article 8:441 DCC, that gives the holder proprietary control over the goods.

For Dutch banks, the practical guidance in the paper is worth reading in full. A bank that becomes the lawful and regular holder is not automatically a party to the contract of carriage, but if it enforces its rights against the carrier it may become one, with all the liabilities that follow. The paper's advice is straightforward: assess whether the value of the cargo justifies the exposure before enforcing.

The consultation

Comments on the draft are due to the ICC Banking Commission by 21 September 2026, aggregated by ICC National Committees. Dutch banks, freight forwarders, insurers and law firms with a view on the paper, whether on the Netherlands chapter or on any of the twenty-three others, are invited to send comments to the ICC Netherlands secretariat by 15 September, so we can consolidate a Dutch response in time. The Legal Committee expects to publish the final paper in November 2026.