In business transactions, it’s easy to fall into the trap of thinking that a signed contract or issued invoice fully secures your interests. In reality, civil law works differently – most claims have their own “expiry date.” The limitation period is one of those legal concepts that seems straightforward at first glance, yet in practice raises many doubts. This leads to questions such as: does every invoice really have a lifespan of 3 or 6 years? When does the limitation period begin? Can its running be interrupted? And why can a simple request to pay in instalments sometimes reset the entire process?
What is the limitation period?
The limitation period means that after a certain amount of time, the debtor (e.g., a buyer or borrower) may refuse to fulfil a performance (most commonly, to pay a debt such as the price or loan repayment) by invoking the defence of limitation. The claim does not “disappear,” but the creditor’s ability to enforce it becomes restricted.
Importantly, limitation applies only to property claims, but not only to monetary ones. Therefore, not only a claim for payment of an invoice (a pecuniary property claim) can become time-barred, but also, for example, a claim for transfer of ownership of real estate (a non-pecuniary property claim). Non-property claims, such as a demand for an apology following a violation of personal rights, do not become time-barred.
How to determine the limitation period for a specific claim?
The biggest practical difficulty is identifying the correct limitation period for the claim in question. Although the Civil Code sets out general limitation periods (3 or 6 years), they apply only when no special provision specifies another period for a given type of claim. They are not the default starting point—they merely fill gaps when no other rule applies.
In practice, many provisions establish specific limitation periods for particular types of claims, including many common ones—such as claims under contracts of mandate/service contracts (2 years), contracts for specific work (2 years), or claims for damages (3 years).
What are the general limitation periods under the Civil Code?
The Civil Code provides two general limitation periods, used only when no special provision sets a different period:
Does every business invoice become time-barred after 3 years?
A common misconception is that every invoice becomes time-barred after 3 years (as it arises from business activity). In reality, claims arising from invoices rarely have a full 3-year limitation period.
The limitation period for an invoice depends on the type of contract from which the claim arises. Many typical civil-law contracts, such as mandate, service provision or contract for specific work, have a 2-year limitation period; others, such as freight forwarding contracts, only 1 year. It is therefore crucial to determine the legal basis underlying the invoice to check whether a specific limitation provision applies. Only if none applies do we fall back on the general 3-year period for business-related claims.
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Can the limitation period be changed?
No. Limitation periods are strictly defined by law and cannot be modified—neither shortened nor extended. Even if a claim arises under a contract between parties, the limitation period is not subject to contractual freedom.
Thus, even with mutual agreement, the limitation period still derives from statutory provisions and cannot be altered. However, it is possible to interrupt or suspend the running of the limitation period.
Does limitation produce automatic effects?
No. The mere expiry of the limitation period does not cause the claim to cease to exist. It only gives the debtor the right to refuse payment by invoking limitation, and the creditor will no longer be able to enforce payment (e.g., through a court judgment and enforcement).
If, however, the debtor overlooks the fact that the claim has become time-barred and pays it anyway, they cannot demand a refund by invoking limitation. In other words: paying a time-barred debt is lawful.
When does the limitation period begin?
As a rule, it begins on the day the claim becomes due—i.e., the day on which the debtor should have performed (e.g., paid the amount or delivered property).
For monetary claims, this is usually the day following the payment deadline stated on the invoice. For example: if an invoice states that 14 October 2025 is the last day for payment, the claim becomes due and the limitation period begins on 15 October 2025.
Interruption of the limitation period – when do we restart the clock?
Usually, a claim does not simply “sit” while awaiting limitation. Actions taken by either the creditor or the debtor may interrupt the running of the limitation period. When the period is interrupted, it restarts from the beginning.
What actions by the creditor interrupt the limitation period?
These are actions taken to protect the creditor’s rights before a court or other authority competent to hear or enforce the claim. Such actions may include any steps aimed at pursuing, satisfying, or securing a property claim.
For example, if the creditor:
then the limitation period restarts. The creditor thus gains more time to pursue the claim.
What actions by the debtor also interrupt the limitation period?
The limitation period can also be interrupted by the debtor. It is enough that the debtor, through their behaviour (explicitly or implicitly), acknowledges the claim and demonstrates a willingness to satisfy it—i.e., that they intend to repay the debt. In practice, this often takes the form of:
The debtor should therefore be aware that such actions give the creditor additional time to enforce the claim.
The author of this article is Oliwia Kuźniewicz
Pewnie nie jesteśmy świadomi, że każdy z nas, każdego dnia, zawiera dziesiątki umów (robiąc zakupy, jadąc komunikacją miejską, oddając kurtkę do pralni). Znakomita większość z nich to umowy ustne. Czy takie umowy są prawnie wiążące? Kiedy wymagane jest zawarcie umowy na piśmie? A kiedy należy sięgnąć po jeszcze „wyższą” formę umowy, taką jak akt notarialny?
Jeżeli istotny jest dla nas np. termin wykonania umowy, czy rzeczywiste przestrzeganie przez drugą stronę nakazu zachowania poufności informacji – rozważmy uwzględnienie kary umownej w projektowanym kontrakcie. Jest to bowiem jeden z bardziej „plastycznych” tworów prawa cywilnego, który łatwo można zaadaptować niemalże do każdego rodzaju umowy.
