Commercial-law limitation periods: deadlines to know (2026)

Key points to remember

• General law: 5 years for personal/movable-property actions and obligations arising in commerce (art. L.110-4 C. com. and 2224 C. civ.).
• Starting point: the day the creditor knew or should have known the facts allowing action (often the invoice due date or completion of services).
• Interruption: court proceedings (including interim proceedings and payment orders) and acknowledgment of debt (art. 2240, 2241 C. civ., via Légifrance — French legislation portal).
• Suspension: contractual mediation/conciliation, court-ordered expert assessment, minority/legal protection (art. 2235, 2238, 2239 C. civ., via Légifrance — French legislation portal).
• Special periods: 1 year for road transport (L.133-6 C. com.), specific regimes for cheques/bills (Law of 31 Dec. 1968).

The general limitation period in commercial matters

Under French commercial law, actions relating to obligations arising in commerce are time-barred after five years unless a special provision applies (art. L.110-4 C. com.). This aligns with Article 2224 of the Civil Code for personal or movable-property actions: time runs from the day the creditor knew (or should have known) the facts allowing action.

Starting point: common cases

• Invoice with a due date: time generally runs from the contractual due date (e.g. invoice dated 15/03/2021, payable 30/04/2021 → limitation on 30/04/2026 at midnight).
• One-off service (services contract): upon completion/delivery if payment falls due because of that event.
• Successive services/subscription: each due date generates its own 5-year period.

Good practice: formalise completion (acceptance record, acceptance email) to secure the starting point. If in doubt, act promptly (e.g. order for payment).

Interruption, suspension and contractual adjustments

What interrupts limitation (restarts the clock)

• Court proceedings, even interim proceedings, or an application for an order for payment: art. 2241 C. civ. (see Légifrance — French legislation portal). An application for an interim payment order or an order-for-payment application therefore interrupts limitation.
• The debtor's acknowledgment of the creditor's right: art. 2240 C. civ. (e.g. admission by email, signed repayment schedule, part-payment constituting explicit acknowledgment).
• An act of compulsory enforcement (seizure): art. 2244 C. civ. (via Légifrance — French legislation portal).

Warning: a simple formal demand does not interrupt limitation. It may nevertheless prompt amicable settlement or written acknowledgment.

What suspends limitation (pauses the clock)

• Contractual mediation or conciliation: art. 2238 C. civ. (limitation suspended during the process).
• An investigative measure ordered before any trial (expert assessment): art. 2239 C. civ.
• Minority/protected adults: art. 2235 C. civ.
• Inability to act (force majeure, statutory or contractual impediment): art. 2234 C. civ. References via Légifrance — French legislation portal.

Shortening or extending clauses (B2B)

Parties may adjust the limitation period in B2B: art. 2254 C. civ. (reference Légifrance — French legislation portal). The contractual period cannot be less than one year or more than ten years, and rules on starting points, suspension and interruption are mandatory. Include these clauses in your terms of sale/contracts with clear, visible drafting (see our guide to well-structured SaaS terms of sale).

Special periods not to miss

• Road carriage of goods: one-year limitation for actions arising from the transport contract (loss, damage, delay): art. L.133-6 C. com. (also check applicable international conventions).
• Payment instruments (cheques, bills of exchange, promissory notes): specific, often very short periods, governed in particular by Law no. 68-1250 of 31 December 1968 and special provisions.
• Collective insolvency proceedings: claims filings are subject to strict forfeiture deadlines (e.g. 2 months from publication of the opening judgment for creditors domiciled in France: art. L.622-24 C. com., consult Légifrance — French legislation portal). Forfeiture extinguishes the right to file.
• B2C and distance financial services: separate consumer-law periods coexist (e.g. consumer actions against a professional). 2026 reforms govern distance marketing of financial services: Ordinance no. 2026-2, Decree no. 2026-3 and Service-public.fr overview. These periods do not replace civil/commercial limitation but affect withdrawal, information and amicable-redress windows.
• Cross-border EU: European procedures (order for payment, small claims) impose their own procedural deadlines; see the e-Justice Portal and framework on EUR-Lex — EU law portal.

Operational method to secure your claims

1. Map claims: amount, contract, due date, presumed starting point (proof of completion/delivery).
2. Treat time as the enemy: record “deadline + 6 months” as the alert to trigger action.
3. Use a graduated process: reminders, then a formal demand (without interrupting effect) to seek written acknowledgment; failing that, an order for payment or interim payment order before the 5-year period expires.
4. Get court jurisdiction right: a clear jurisdiction clause avoids procedural incidents delaying the summons that interrupts limitation.
5. Plan through drafting: include a shortened limitation clause (≥ 1 year) in B2B contracts and a delivery/acceptance process to fix the starting point (see our services contract guide).
6. Document every interruption/suspension: applications/summonses (filing date), written acknowledgments, mediation agreement (opening/closing dates).

Quick example

Invoice dated 10/02/2021, payable 10/03/2021. No acknowledgment. An order-for-payment application is filed on 05/03/2026: limitation is interrupted on that date (art. 2241 C. civ.). If you had waited until 11/03/2026 to act, the action would have been time-barred.