Prescription of Commercial Claims: Time Limits and Rules

A prescribed 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. Prescription extinguishes the right of action, and no quality of the file can make up for an expired time limit. This is why it deserves to be dealt with before any other question in an unpaid debt matter — even before asking whether the evidence is sufficient.

The ordinary law time limit

Between professionals, the action is 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 invoice date, but the day on which the holder of the right knew or should have known the facts enabling them to bring their action. For an invoice, this day is in practice its due date: it is on this date that the creditor may act, 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 prescribe upon expiry of that term, not upon its issuance.

The most common special time limits

Several time limits depart from the ordinary law, and the mistake almost always consists in applying the five-year period where a shorter time limit was required:

• Two years for an action brought by a professional against a consumer, for goods and services supplied. This is the most commonly missed time limit, and it is two and a half times shorter than the ordinary law period.
• One year for certain actions relating to the carriage of goods.
• Five years for actions for payment of sums payable periodically — rent, interest, unpaid wages.
• Ten years for enforcement of an enforceable title, once judgment has been obtained.

This last point deserves attention: obtaining a judgment turns the prescription of the action into a prescription of enforcement, opening a markedly longer time limit. This is an argument in favour of taking legal action, even where immediate recovery seems compromised.

Interruption and suspension: two distinct mechanisms

Confusing the two costs debts.

Interruption wipes out the time already elapsed and starts a new time limit 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 amount to acknowledgement.
• A legal claim, including summary proceedings and even before a court lacking jurisdiction.
• An act of compulsory enforcement.

Suspension temporarily halts the running of the time limit without erasing the time already elapsed: it resumes where it had stopped. 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 registered mail, does not interrupt prescription. It causes default interest to start running and marks the starting point of several time limits, but it leaves prescription to run its course. Chasing a debtor for four years without taking action therefore preserves nothing.

Contractual arrangement

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

This option is closed in contracts entered into with a consumer, where any clause modifying prescription is deemed not to have been written. It is, however, worth examining in general terms and conditions between professionals, where it is sometimes more useful than a penalty clause — a topic linked to that of acceptance of general terms and conditions, since such a clause is only valid if its enforceability is established.

Prescription and evidence: two successive questions

A debt that is not time-barred still needs to be proven, and a proven debt still needs to be prevented from becoming time-barred. The two questions are independent and are dealt with in this order.

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

On the substance, evidence between merchants is unrestricted and may be established 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 whole whose integrity can be demonstrated. The choice of procedure, once these two questions have been settled, is covered in our article on commercial disputes.

Usage scenarios

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

Consumer customer. The two-year time limit calls for particular vigilance. An eighteen-month-old debt is already close to extinction, whereas it would be considered recent in a B2B context.

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

Frequently asked questions

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

What if the customer is a private individual? Two years for the professional's action for payment of goods and services supplied. This is the most frequently missed time limit.

Does a reminder interrupt prescription? No. Neither a reminder nor a registered formal notice does. Only acknowledgement of debt, legal claims and compulsory enforcement interrupt it.

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

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

What happens to the debt after a judgment? Prescription of the action gives way to that of enforcement of the title, which is considerably longer. This is a serious reason to act before the time limit expires, even without any prospect of immediate payment.

Key takeaways

Prescription is dealt with first because it is the only question whose negative answer renders all the others pointless. Three reflexes are enough to master it.

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