Prescription of Commercial Claims: Time Limits and Rules

A time-barred debt is not a debt that is difficult to recover: it is a debt for which the debtor may refuse payment without having to justify it. Limitation extinguishes the right to take action, and no amount of file quality can make up for an expired time limit. This is why it deserves to be addressed before any other question in a case of non-payment — even before asking whether the evidence is sufficient.

The standard time limit

Between businesses, an action becomes time-barred after five years. The same time limit applies in civil matters, which has put an end to the former distinction between civil acts and commercial acts.

The starting point is not the date of the invoice, but the day on which the holder of the right knew or ought to have known the facts enabling them to bring their action. For an invoice, this day is in practice its due date: it is on that date that the creditor may take action, and therefore that the time limit begins to run.

This flexible wording has one consequence: an invoice issued with a distant payment term only begins to be time-barred once that term expires, not when it is issued.

The most common special time limits

Several time limits depart from the general rule, and the mistake almost always consists of applying the five-year limit where a shorter one should have applied:

• Two years for an action brought by a business against a consumer, for goods and services supplied. This is the most frequently missed deadline, and it is two and a half times shorter than the general rule.
• One year for certain actions relating to the carriage of goods.
• Five years for actions to recover sums payable periodically — rent, interest, unpaid wages.
• Ten years for the enforcement of an enforceable title, once judgment has been obtained.

This last point deserves attention: obtaining a judgment converts the limitation period for the action into a limitation period for enforcement, opening up a considerably longer time limit. This is an argument in favour of taking legal action, even when immediate recovery seems compromised.

Interruption and suspension: two distinct mechanisms

Confusing the two costs businesses their debts.

Interruption wipes out the time already elapsed and starts a new period of the same duration running. Three events trigger it:

• Acknowledgement of debt by the debtor, even partial. A partial payment, a signed payment schedule, or an email admitting the principle of the debt all count as acknowledgement.
• A legal claim, including interim proceedings and even one brought before a court lacking jurisdiction.
• An act of enforced execution.

Suspension temporarily halts the running of the time limit without erasing the time already elapsed: it resumes where it left off. It results in particular from an investigative measure ordered before any trial, or from an agreement between the parties to resort to mediation or conciliation.

The key point to remember is a negative but fundamental one: a formal notice, even sent by recorded delivery, does not interrupt the limitation period. It causes default interest to start running and marks the starting point of several time limits, but it leaves the limitation period running its course. Chasing a debtor for four years without taking action therefore preserves nothing.

Contractual arrangements

The parties may, by agreement, shorten or extend the limitation period, within a regulated range — without reducing it below one year or extending it beyond ten. They may also add grounds for suspension or interruption.

This option is closed in contracts concluded with a consumer, where any clause modifying the limitation period is deemed not written. It does, however, deserve consideration in general terms and conditions between businesses, where it is sometimes more useful than a penalty clause — a subject linked to that of acceptance of general terms and conditions, since such a clause is only valid if its enforceability is established.

Limitation and evidence: two successive questions

A debt that is not time-barred still needs to be proven, and a debt that has been proven still must not be allowed to become time-barred. The two questions are independent and must be dealt with in this order.

The retention of documents follows its own logic, moreover: accounting records must be kept for ten years, well beyond the limitation period applicable to most actions. A creditor who destroys their supporting documents after five years deprives themselves of means of proof in actions that remain open.

On the substance, evidence between businesses is unrestricted and may be provided by any means. It is the contract, proof of delivery and the date that determine the outcome — elements that an electronically signed commercial contract brings together in a package whose integrity can be demonstrated. Once these two questions have been settled, the choice of procedure is covered in our article on commercial disputes.

Usage scenarios

An old invoice resurfaces. First calculate the due date, then look for any interrupting event — partial payment, acknowledgement email, payment schedule. Just one of these can have restarted a full time limit.

A consumer client. The two-year time limit calls for particular vigilance. A debt eighteen months old is already close to becoming time-barred, whereas it would be considered recent in a B2B context.

A prolonged amicable negotiation. Formalise the agreement to resort to mediation, which suspends the time limit. An informal discussion, however long and conducted in good faith, does not suspend it.

Frequently asked questions

What is the time limit for an invoice between businesses? Five years from its due date, unless a special time limit applies to the nature of the contract.

What if the client is an individual? Two years for a business's action to recover payment for goods and services supplied. This is the most frequently missed deadline.

Does a reminder interrupt the limitation period? No. Neither a reminder nor a formal notice sent by recorded delivery does. Only acknowledgement of debt, legal claims and enforced execution interrupt it.

Does a partial payment have an effect? Yes, a major one. It counts as an acknowledgement of debt and starts a new full time limit running from that payment.

Can the time limit be modified by contract? Between businesses, yes, within a regulated range of one to ten years. With a consumer, any clause to this effect is deemed not written.

What happens to the debt after a judgment? The limitation period for the action gives way to that for enforcement of the title, which is considerably longer. This is a strong reason to take action before the time limit expires, even without any prospect of immediate payment.

Key takeaways

Limitation is dealt with first because it is the only question whose negative answer renders all the others irrelevant. Three habits are enough to master it.

Identify the correct time limit, first checking the status of the debtor: five years between businesses, two years against a consumer. Calculate the starting point from the due date, not the issue date. And distinguish what interrupts the period from what does nothing — an acknowledgement, even by email, resets the clock to zero; a formal notice, however formal it may be, lets it keep running.