Statute of limitations on receivables at the end of the year – last chance to avoid losing money

The end of the year is a time for entrepreneurs to close their accounts, budgets and projects. It is also the moment when most invoice receivables actually expire. If your company has outstanding invoices from 2023 and earlier, there is a high risk that at the end of this year you will lose the opportunity to effectively pursue payment in court.  

It is true that the debtor remains a debtor after the expiry of the limitation period. However, they gain a very powerful tool: they can raise the defence of limitation.   

You will then have a much bigger problem with enforcing your claim.  

After raising the defence of limitation, the court will dismiss your claim, and you will be left with an unpaid invoice, a lost case and the costs of the proceedings.   

In practice, this means that after the limitation period has expired, you can only count on:  

1. either a set-off against your debt (if you owe each other something), 
2. or the debtor’s goodwill – which, unfortunately, rarely works at that point.

When your receivables become time-barred – the most important deadlines 

From the point of view of running a business, there are three basic deadlines: 

• 2 years – receivables from sales made within the scope of the seller’s business (classic sales of goods between companies – Article 554 of the Civil Code) or a contract for specific work;
• 3 years – receivables related to business activities (typical B2B invoices for services, deliveries, some contractual penalties);
• 6 years – this is the general limitation period for receivables not covered by shorter periods (relatively rare in business-to-business transactions).  

The limitation period begins on the date on which the claim became due – most often this is the day following the invoice payment date (e.g. if the invoice payment date is set for 15 April 2023, it becomes due on 16 April 2023).  

In addition, the rule applies that if the limitation period is at least 2 years, it ends on the last day of the calendar year, and not exactly after 2 or 3 years ‘to the day’.  

This is why:   

• many invoices from 2023 (especially for the sale of goods) will expire on 31st December 2025,
• some claims from 2022 covered by a 3-year limitation period (e.g. B2B services) will also expire at the end of 2025.

Example – how it works in practice 

In May 2023, shipyard “Maritime New Wave” issued an invoice to “DEF” for the sale of a hull for a vessel, with a payment deadline of 30 June 2023. “DEF” did not pay, and the shipyard, busy with its current business, did not take any effective legal action, hoping that the payment would be made soon: 

• the claim became due on 1 July 2023,
• the limitation period (sale of goods, 2 years) would ‘nominally’ expire on 1 July 2025,
• but due to the end-of-year rule, the limitation period will not expire until 31 December 2025.  

If, by that date, shipyard “Maritime New Wave” has not taken any action to interrupt or suspend the limitation period, after the New Year the chances of successfully enforcing this invoice in court will fall to virtually zero.   

What interrupts the limitation period  

Interrupting the limitation period means that after the action is completed, the period starts counting again from scratch – as if the clock had been reset. The most important interrupting actions include, in particular:  

• filing a lawsuit for payment in court, 
• acknowledgement of the debt by the debtor – e.g. signing a settlement agreement (judicial or extrajudicial), written confirmation of the balance, request to spread the debt into instalments, partial payment,
• initiation of enforcement proceedings (by a bailiff),
• filing a claim in the debtor’s bankruptcy proceedings.  

From a business perspective, this means that instead of sending reminders for months on end, it is often more profitable to:  

1. try to obtain a settlement/acknowledgement of debt, 
2. prepare and, in the absence of a response, file a lawsuit.

Summons to settlement proceedings and mediation – only suspension  

Currently, filing a request for a summons to settlement proceedings or initiating mediation only suspends the limitation period – for the duration of the settlement proceedings or mediation.  

In practice, this means that:  

• the limitation period is suspended for the duration of the mediation/conciliation proceedings, 
• but after their completion, it continues from where it left off, 
• so if there is one month left before the limitation period expires, after the mediation is completed, there will still be only one month left.  

Therefore, a summons to a settlement attempt or mediation can be a valuable debt management tool, but should not be the only option for protecting a claim, especially at the end of the year.   

However, if it is not possible to file a lawsuit in the last days of the year, for example because the preparation of the formalities would take too long, a summons to a settlement attempt is a good solution:  

• firstly, it demonstrates the good will of the creditor, who does not want to initiate court proceedings immediately, 
• secondly, it suspends the limitation period, which extends the time limit for preparing the claim and the necessary documentation, in case the conciliation attempt is unsuccessful.   

Importantly, drafting a request for a settlement attempt is much less demanding than preparing a statement of claim. Therefore, even when acting at the last minute at the end of the year, calling on the debtor to attempt a settlement can effectively prevent the loss of the opportunity to recover your money.   

What does not affect the limitation period  

Many entrepreneurs live under the misconception that since they send payment reminders, they do not have to worry about the limitation period. Unfortunately, from a legal point of view:  

• payment reminders, reminders, emails, phone calls – do not interrupt or suspend the limitation period, 
• negotiations with the debtor alone – also do not stop time.  

These actions make sense in a business relationship, but from the point of view of the Civil Code, they are neutral – the limitation period clock continues to tick.   

What about interest on invoices  

Interest generally expires after 3 years, at the latest when the principal amount expires. However, if the principal amount has been paid and the dispute concerns only the interest, the latter – as periodic payments – generally expires after 3 years.  

Can the debtor waive the statute of limitations defence?  

Yes, the debtor may waive the statute of limitations defence, but only after the limitation period has expired. An earlier waiver (e.g. a clause in the contract stating ‘I waive the statute of limitations defence’) is ineffective.  

However, it is worth remembering that the vast majority of debtors wait for the limitation period to expire rather than waiving it. Basing a debt recovery plan on the hope that the debtor will voluntarily waive the statute of limitations is therefore, to put it bluntly, a very risky strategy.  

Patience does not pay off – especially at the end of the year  

 The closer we get to 31 December 2025, the less room there is for calm consideration and the more for concrete decisions. Delaying action against unreliable contractors for too long may mean:  

• the definitive loss of the possibility of pursuing claims in court, 
• no real chance of enforcement (debtors often dispose of their assets, change their form of business, or declare bankruptcy in the meantime), 
• the need to write off the invoice in full as an expense – not because of bad law, but because of a lack of response at the right moment.   

What to do now – in a few steps  

At the end of the year, we recommend a simple but very effective course of action for entrepreneurs:  

1.  Make a list of outstanding invoices – focus in particular on those from 2023 (sale of goods) and 2022 (B2B services). 
2. Check the limitation periods – determine the due dates, the relevant period (2, 3, 6 years) and the actual end of the period (usually 31 December of the given year). 
3. Decide on further steps – demand, negotiations, settlement, lawsuit, securing the claim, filing a claim in bankruptcy.
4. Consider seeking the support of a law firm – especially when the receivables arise from mixed cases (goods, services, transport, energy) or when partial payments, settlements or mediation have already taken place.  

The statute of limitations is not a ‘bad rule against creditors,’ but a test of activity and professionalism in receivables management. If you want your company to avoid paying for other people’s delays, the end of 2025 is the time when it is really worth looking at outstanding invoices with a calculator and a calendar. And preferably with a solicitor at your side.