Limitation Period for Commercial Claims: Time Limits and Rules

A time-barred claim is not a claim that is difficult to collect: it is a claim for which the debtor can refuse payment without having to justify it. The statute of limitations extinguishes the right to sue, and no quality of case file can make up for an expired time limit. This is why it deserves to be addressed before any other question in a case of unpaid debt — even before asking whether the evidence is sufficient.

The General Statute of Limitations Period

Between businesses, the action is time-barred after five years. The same period applies in civil matters, which 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 that date that the creditor may act, and therefore that the time limit begins to run.

This sliding formulation has one consequence: an invoice issued with a distant payment term does not start running toward the statute of limitations until that term expires, not when it is issued.

The Most Common Special Time Limits

Several time limits deviate from the general rule, and the mistake almost always consists in applying the five-year period where a shorter one was required:

• 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 seeking payment of amounts 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 statute of limitations on the action into a statute of limitations on enforcement, and opens up a significantly longer period. This is an argument in favor of taking legal action, even when immediate recovery seems unlikely.

Interruption and Suspension: Two Distinct Mechanisms

Confusing the two costs businesses their claims.

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

• A acknowledgment of debt by the debtor, even a partial one. A partial payment, a signed payment schedule, or an email acknowledging the existence of the debt all count as acknowledgment.
• A legal claim, including summary proceedings and even before a court lacking jurisdiction.
• An act of enforced execution.

Suspension temporarily halts the running of the period 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 negative but fundamental: a formal notice to pay, even sent by registered mail, does not interrupt the statute of limitations. It triggers late-payment interest and serves as the starting point for several time limits, but it leaves the statute of limitations to run its course. Sending a debtor reminders for four years without taking action therefore preserves nothing.

Contractual Adjustment

By agreement, the parties may shorten or lengthen the statute of limitations 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 unavailable in contracts entered into with a consumer, where any clause modifying the statute of limitations is deemed unwritten. It is, however, worth considering in general terms and conditions between businesses, where it is sometimes more useful than a penalty clause — a topic related to that of acceptance of general terms and conditions, since such a clause is only valid if its enforceability is established.

Statute of Limitations and Proof: Two Successive Questions

A claim that is not time-barred still has to be proven, and a proven claim still has to be kept from becoming time-barred. The two questions are independent and must be dealt with in this order.

Document retention, moreover, follows its own logic: accounting records must be kept for ten years, well beyond the statute of limitations for most actions. A creditor who destroys supporting documents after five years deprives themselves of evidence in actions that remain open.

On the merits, 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 a commercial contract signed electronically brings together in a set whose integrity can be demonstrated. Once these two questions are settled, choosing the procedure is covered in our article on commercial disputes.

Use Case Scenarios

An old invoice is found. First calculate the due date, then look for any interrupting event — a partial payment, an acknowledgment email, a payment schedule. Any one of these can have restarted a full time limit.

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

Extended amicable negotiation. Formalize the agreement to resort to mediation, which suspends the time limit. An informal discussion, even a long one 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 customer is an individual? Two years for a business's action seeking payment for goods and services supplied. This is the most frequently missed deadline.

Does a reminder interrupt the statute of limitations? No. Neither a reminder nor a formal notice sent by registered mail does. Only acknowledgment of debt, a legal claim, and enforced execution interrupt it.

Does a partial payment have an effect? Yes, a major one. It counts as an acknowledgment 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 such clause is deemed unwritten.

What happens to the claim after a judgment? The statute of limitations on the action gives way to that on enforcement of the title, which is significantly longer. This is a strong reason to take action before the time limit expires, even without any prospect of immediate payment.

Key Takeaways

The statute of limitations should be addressed 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 debtor's status: 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 acknowledgment, even by email, resets the clock to zero; a formal notice, however official, lets it keep running.