What is the statute of limitations?
Every claim (e.g., the right to demand payment for goods or services) has its "expiration date." After this date, the debtor can refuse to pay, and the court will dismiss the lawsuit – even if you have undeniably performed the service or delivered the goods.
Since the amendment on July 9, 2018 (Journal of Laws 2018, item 1104), all limitation periods of 2 years or more always end on the last day of the calendar year.
Article 118, second sentence of the Civil Code: "The end of the limitation period falls on the last day of the calendar year, unless the limitation period is shorter than two years."
Key limitation periods for entrepreneurs
| Type of claim | Period | Legal basis | End of year? |
|---|---|---|---|
| Business activity (general) | 3 years | art. 118 zd. 1 k.c. | YES |
| Sales within the business | 2 years | art. 554 k.c. | YES |
| Contract for work | 2 years from delivery | art. 646 k.c. | YES |
| Construction works (between companies) | 3 years | art. 118 k.c. (SN III CZP 63/01) | YES |
| Periodic benefits (rent) | 3 years | art. 118 k.c. | YES |
| General (non-business) | 6 years | art. 118 zd. 1 k.c. | YES |
| Transport of goods | 1 year | art. 792 k.c. | NO (<2 years) |
Important: The period counts from the due date of the claim – most often from the payment date on the invoice, not from the date of issue.
What specifically expires on New Year's Eve 2026?
December 31, 2026 – permanently expired:
- Invoices for the sale of goods (art. 554 k.c., 2 years) with a payment deadline in 2024
- Claims from business activity (art. 118 k.c., 3 years) due in 2023, including claims from construction contracts
- Claims from contracts for work (art. 646 k.c., 2 years from delivery) – if the work was delivered in 2024
Example: An invoice for the sale of goods with a payment deadline of March 15, 2024 → the period runs from 15.03.2024 → nominally expires on 15.03.2026 → shifted to December 31, 2026.
The biggest trap: a demand for payment does NOT interrupt the statute of limitations
Legal basis: art. 123 § 1 of the Civil Code (current text: Journal of Laws 2026, item 795):
What does NOT interrupt the statute of limitations
- Demand for payment (pre-litigation, written, registered)
- Reminders, follow-ups, phone calls
- Emails demanding payment
- Out-of-court mediation (since 30.06.2022 only suspends during the proceedings, does not interrupt – art. 121 point 6 k.c.)
What INTERRUPTS the statute of limitations (the period starts anew)
- Filing a lawsuit in court (art. 123 § 1 point 1 k.c.)
- Application for enforcement clause
- Application for initiation of enforcement proceedings
- Recognition of the claim by the debtor (art. 123 § 1 point 2 k.c.)
What SUSPENDS the statute of limitations (since 30.06.2022)
- Request for a settlement attempt – previously (before 30.06.2022) interrupted it, now only suspends during the mediation proceedings. After completion, the period continues, not starts anew.
Recognition of debt – when is an email sufficient?
Recognition of debt (art. 123 § 1 point 2 k.c.) interrupts the statute of limitations and does not require a specific form. The Supreme Court (III CSKP 88/21, November 26, 2021) confirmed that it is sufficient for the creditor to "reasonably assume" that the debtor intends to pay.
Forms of recognition confirmed in case law:
- Request for installment payments (including via email)
- Request for extension of the payment deadline
- Partial payment
- Confirmation of balance
- Email with a settlement proposal
- The person recognizing the debt must be authorized to represent the debtor – an email from an employee without authorization may not suffice
- Recognition after the expiration of the statute of limitations is ineffective and does not restart the period (SA VI ACa 826/07; SN I CSK 119/06)
Important change: art. 554 k.c. – sales, not services
The 2-year period from art. 554 k.c. applies strictly to the sale of goods conducted within the scope of business activity. Claims from services (commission, provision of services) are subject to the statute of limitations according to art. 118 k.c. (3 years) or specific provisions – the period is longer.
What to do right now?
- Review unpaid invoices – look at the payment deadline, and for contracts for work – at the date of delivery
- For sales invoices with a payment deadline in 2024 – you have time until December 31, 2026
- For claims from 2023 (3-year period) – also until December 31, 2026
- Decide: written recognition of debt (installment agreement, balance confirmation) or lawsuit?
- If you cannot obtain recognition – file a lawsuit before December 31
- Consult a lawyer if you are unsure which limitation period applies to your contract
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