Prescription of commercial debts: deadlines and rules

A time-barred debt is not a debt that is difficult to recover: it is a debt for which the debtor can refuse payment without having to justify it. The statute of limitations extinguishes the right to take action, and no amount of file quality can make up for an expired deadline. 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 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 that date that the creditor can act, and therefore that the time limit begins to run.

This flexible wording has a consequence: an invoice issued with a distant payment term does not begin to run until that term expires, not upon its issuance.

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 period where a shorter time limit should have applied:

• Two years for an action by a professional against a consumer, for goods and services supplied. This is the most commonly 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 for payment of sums payable periodically — rent, interest, unpaid wages.
• Ten years for enforcement of an enforceable judgment, once it 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, opening up a significantly longer time limit. This is an argument in favour 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. Three events trigger it:

• Acknowledgment of debt by the debtor, even partial. A partial payment, a signed payment schedule, or an email acknowledging the principle of the debt all count as acknowledgment.
• 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 left off. It results notably 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 and fundamental one: a formal demand for payment, even sent by registered mail, does not interrupt the statute of limitations. It triggers default interest and marks the starting point for several time limits, but it leaves the statute of limitations to run its course. Chasing a debtor for four years without taking action therefore preserves nothing.

Contractual Adjustment

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 statute of limitations is deemed null and void. It does, however, deserve consideration in general terms and conditions between professionals, where it is sometimes more useful than a penalty clause — a topic linked to that of the acceptance of general terms and conditions, since such a clause is only valid if its enforceability is established.

Statute of Limitations and Evidence: Two Successive Questions

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

The retention of documents follows a logic of its own, 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 evidence in actions that remain open.

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

Usage Scenarios

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

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

Extended 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 professionals? 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 professional's action for payment of goods and services supplied. This is the most frequently missed deadline.

Does a payment reminder interrupt the statute of limitations? No. Neither a reminder nor a formal demand sent by registered mail. Only acknowledgment of debt, legal claims and compulsory enforcement interrupt it.

Does a partial payment have any 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 professionals, yes, within a regulated range of one to ten years. With a consumer, any clause to that effect is deemed null and void.

What happens to the debt after a judgment? The statute of limitations on the action gives way to that on enforcement of the judgment, 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 others pointless. Three habits are enough to master it.

Identify the correct time limit, first checking the debtor's status: five years between professionals, two years against a consumer. Calculate the starting point from the due date, not the issuance date. And distinguish what interrupts the time limit from what does nothing — an acknowledgment, even by email, resets the clock to zero; a formal demand, however official, lets it keep running.