A business payment claim is often time-barred five years after it became due and payable. The precise period and when it starts depend on the type of claim and the agreements made. Subject to conditions, you can prevent limitation by interrupting the limitation period in time. A non-committal reminder or ongoing discussions are not always sufficient for that.
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Written by Onur Arslan, attorney at Arslan Advocaten. Registered in the specialisation register of the Netherlands Bar for employment law and personal injury. Last updated: 17 September 2026.
For entrepreneurs, it is particularly important to realise that an old file is not automatically safe just because there is still contact with the customer. A debtor can keep negotiating while a period continues to run. So record, for each claim, the legal basis, the relevant date and every possible act of interruption in an overview.
This article deals with business claims under Dutch law. Other periods or rules may apply to consumer sales, international trade, insurance, transport, construction contracts and other special relationships. A contractual expiry period is also something different from statutory limitation.
What does limitation mean for your invoice
Limitation can mean that you can no longer successfully enforce payment through the courts if the other party invokes it. In principle, the court does not apply limitation of its own motion. The underlying obligation may continue to exist as a natural obligation.
That does not make limitation an administrative detail. A strong claim with excellent proof of delivery may still prove unenforceable if a limitation defence succeeds. Conversely, an invoice that is more than five years old is not automatically time-barred: the claim may have become due later or the period may have been interrupted in time.
So avoid concluding that the invoice date alone is decisive. The question is what right to performance you have, when it became due and what has happened legally since then. The invoice is one piece of evidence within that assessment.
The five-year period for performance
Article 3:307 of the Dutch Civil Code (BW) lays down a period of five years for many claims for performance of a contractual obligation. In principle, it starts on the day after the day on which the claim became due and payable. An agreed payment term can therefore affect the starting point.
An invoice sent on 1 March that, under the agreement, has to be paid later does not simply have 1 March as its starting point. Also check whether invoicing itself is a condition for the claim becoming due or merely an administrative act. That depends on the agreements and the nature of the performance.
With payment in instalments, each instalment may have its own limitation period. Interest and other periodic claims also require separate assessment, including under Article 3:308 of the Dutch Civil Code. A file with a single contract may therefore involve several relevant periods.
Damages and other claims may run differently
For damages, the calculation is not simply the same as for an unpaid invoice. Article 3:310 of the Dutch Civil Code contains, among other things, a period linked to awareness of the damage and of the liable person, alongside a longer long-stop period and statutory exceptions.
Other provisions may apply in cases of undue payment, annulment, sale or special services. A claim for defective delivery may, moreover, be affected by a duty to complain or by a specific period after the complaint. Anyone who simply notes “five years after the invoice date” may therefore miss a shorter or differently running period.
Map out the different legal bases separately. For example, you may claim payment of a price, reimbursement of repair costs and a contractual penalty. Those items are not automatically one claim with one common end date.
Limitation and expiry are not the same
An expiry period can cause a right or power to lapse if a particular act is not performed in time. Such a period cannot necessarily be interrupted in the same way as a limitation period. The law or the agreement may, for example, require proceedings to be started within a certain period.
A contractual clause on notifying complaints again requires its own assessment. It may be a complaints procedure, an expiry clause or a combination. Applicability, interpretation and validity of the clause also play a part.
So read all the provisions on complaints, liability, warranty and disputes. A general letter interrupting the limitation period provides no certainty if a separate, strictly time-limited contractual step is also required. If in doubt, treat the shortest possible period as an urgent check.
How can you interrupt the limitation period
The law provides several ways of interrupting the limitation period. An act of legal enforcement, such as bringing a claim, can interrupt it under certain conditions. In addition, for certain claims a written demand or a written notice in which you unequivocally reserve your right to performance may suffice. Acknowledgement by the debtor may also be relevant.
Which form can be used depends on the type of claim. Article 3:317 of the Dutch Civil Code distinguishes between claims for performance and other legal claims. For the latter category, a written demand may require timely follow-up action. So do not use a universal template without classifying the claim.
After a valid interruption, a new period usually begins in accordance with the statutory rules. This means that monitoring deadlines does not end once you have sent one letter. Note the next check date straight away and keep proof of the earlier interruption.
What should a letter interrupting the limitation period contain
The other party must be able to infer sufficiently clearly from the notice that you are maintaining your claim and that it must take a claim into account. So state the parties, the agreement or event, the invoice numbers, relevant dates and the performance or compensation you are claiming.
Not every claim needs to have been calculated down to the last euro, but the claim must be sufficiently recognisable. A general sentence that you “reserve all rights”, without context, may give rise to dispute. Refer to the documents with which the other party can identify the file.
Also record that you unequivocally reserve the right to performance or compensation. The aim is not to sound heavily legalistic, but to give a clear warning that the file has not been closed. Where there are several debtors, have it assessed to whom you must write separately.
Receipt is just as important as the text
A carefully drafted letter is of little help if it cannot be shown that it reached the right recipient in time. The rules on declarations and receipt, including Article 3:37 of the Dutch Civil Code, are therefore important. A printout of a document that was sent is not always sufficient proof.
Use an appropriate delivery channel and check the current address. Keep e-mail headers, attachments, delivery confirmations and replies. With registered post, delivery details may be relevant. A returned letter or a failed e-mail requires immediate follow-up.
Do not wait until the last day. Disputes may arise about the start of the period, an incorrect party name or receipt. For an important claim or one that is about to become time-barred, service by a bailiff (deurwaarder) or another legally appropriate act may be considered.
Example for a business payment claim
This example is intended for a sufficiently determinable claim for payment under an agreement. Without adaptation, it is not suitable for every damages claim, right of annulment or special period.
Subject: maintenance of claim and interruption of limitation period for payment claim [contract or invoices]
Our company [full name] has a claim against your company [full name] under the agreement of [date and description]. It concerns the following unpaid invoices: [numbers, amounts and due dates]. According to our records, the outstanding principal sum on [date] amounts to [amount]. The relevant documents are enclosed.
We continue to claim payment of this claim in full and unequivocally reserve the right to performance. Where applicable, this also includes the related interest and costs. This written notice is intended to interrupt the limitation period of the claims described above.
We request that you pay or respond on the merits by [date] at the latest. Our willingness to hold discussions does not mean that we waive the claim or our rights. We would appreciate confirmation of receipt of this notice and the enclosures.
Requesting confirmation of receipt is no guarantee that you will actually get it. Secure your own evidence and, if none is forthcoming, take an additional, appropriate step in time. Then have the new period recorded.
Is a payment reminder enough
That depends on the content and the circumstances. A reminder that clearly demands payment of a recognisable claim may have the effect of interrupting the limitation period. A non-committal request to get in touch is less clear. The title of the document is not decisive.
So keep earlier reminders, but do not rely on the assumption that your accounting software automatically sends legally valid interruptions. Check the text, the correct recipient and the proof of receipt. Some automated messages contain only a payment button without sufficient context about old items.
With a disputed invoice, monitoring the deadline also remains important. A dispute on the merits can take years. The fact that the customer knows about your claim does not automatically replace a required act of interruption.
Acknowledgement, part payment and payment arrangements
Acknowledgement of the right by the debtor can interrupt the limitation period. This may be apparent from an express statement, but sometimes also from conduct. A part payment or a request for postponement may be relevant. Its significance depends on the specific circumstances and on the claim to which the conduct relates.
So do not conclude that payment of one invoice safeguards all old invoices. A debtor may in fact have expressly stated that he is only paying an undisputed part. A payment arrangement may also contain conditions on the acknowledgement and settlement of the balance.
Record which debt is acknowledged, which amounts are due when and what happens if an instalment is missed. Also have it assessed whether the arrangement creates new due dates or has other consequences. Keep the original documents available alongside the arrangement.
Fictitious example of an unsafe old file
A consultancy firm has an invoice from 2021 outstanding. The customer occasionally responds that he wants to discuss the matter. In 2024 he pays a small amount with the description “undisputed part”. The firm thinks that the entire claim therefore runs for another five years.
That is not a safe assumption. First it must be established when the original claim became due. Then the content of the correspondence and the significance of the part payment must be assessed. An acknowledgement may relate only to a limited part; earlier clear demands may have had their own interrupting effect.
The firm therefore draws up a chronological overview of invoices, messages, proofs of receipt and payments. It then determines, for each claim, which period is still running and which act is required. The example shows why the age of an item in the accounts alone provides insufficient information.
What if the other party says your claim is time-barred
Ask which period and starting date the other party is relying on. Set your contract, due-date details and proof of interruption against that. A bare statement that the claim is “more than five years old” is not a complete legal analysis, but it may well herald a serious defence.
Also examine whether special rules or earlier proceedings have an effect. For a court judgment, a different limitation regime applies to the right to enforce it, with its own rules for periodic items, for example. Do not confuse an original invoice claim with an enforceable title (executoriale titel) that has already been obtained.
If the period has actually expired, do not invent an old confirmation of receipt and do not backdate a letter. Assess the existing documents and any voluntary solution honestly. A newly sent letter interrupting the limitation period does not automatically undo a limitation that has already been completed.
Organise deadline monitoring in a practical way
Keep a register recording, for each claim, the contracting party, legal basis, due date, presumed period and next action. Add links to the original documents. Make at least one person responsible for checking and arrange cover during absence.
Schedule a legal check well before the possible end date and a follow-up action after each dispatch. Do not just note “letter sent”, but also how receipt was proven. The file must be updated when there is a change of legal form, address or contact person.
Record special periods separately. A complaint period, an expiry clause and a limitation period must not be merged into one general field. The measure that safeguards one period may be insufficient for another.
Help with old business claims
Through business law for entrepreneurs you can have the period and the necessary next step assessed. Send the agreement, invoices, payment arrangements, earlier demands and proofs of receipt. State explicitly when, in your view, the earliest possible end date falls.
Where periods are about to expire, assessing the required act takes precedence over an extensive discussion of the whole case. After that, it can be determined whether debt collection, a settlement or proceedings make economic and legal sense.
Create one deadline card per claim
A practical deadline card contains more than a final date. Note the legal basis, the document showing when the claim became due and the reason why you apply a particular period. Add a reference to each earlier interruption and the corresponding proof of receipt. This allows a colleague or lawyer to check the calculation later.
Work with an early internal action date, well before the presumed end date. If in doubt between two possible starting dates, treat the earlier date as the trigger for an urgent check. That is not a definitive legal conclusion, but it prevents a favourable assumption from being your only protection.
After dispatch, record a checkpoint for receipt. An error message, a changed address or a dissolved legal entity calls for a different action. Only let a system close the task once the person responsible has recorded what has been done legally and what evidence is available.
When a file is handed over, expressly include the deadline card. A change of bookkeeper, debt collection partner or lawyer is a vulnerable moment when everyone thinks the other is monitoring the deadline. Agree in writing who is responsible for the next act and confirm that the necessary original documents have been received.
Frequently asked questions
Does every business invoice become time-barred after five years?
No. Five years is an important starting point for many contractual claims for performance, but special rules may differ. The start of the period also depends on when the claim became due and on the type of claim. So check more than the invoice date.
Must a letter interrupting the limitation period be sent by registered post?
Not every interruption requires registered post. The right content and timely receipt are, however, important. Choose a delivery method that allows you to substantiate this and follow up a failed delivery immediately. Where a lot is at stake, additional certainty may be wise.
Do negotiations automatically stop the limitation period?
No. Negotiations or a promise to call back do not automatically provide protection. Where necessary, record a clear interruption or have an appropriate arrangement on periods drawn up. Keep monitoring the original and any new periods.
Does a part payment count as acknowledgement of everything?
Not automatically. The payment description, correspondence and circumstances determine which claim the payment relates to. Payment of an undisputed part may have a different meaning from acknowledgement of the full balance.
Can I still interrupt a period that has expired?
An ordinary letter interrupting the limitation period does not automatically undo a limitation that has already been completed. First have it investigated whether the period had actually expired and whether earlier acts are relevant. Do not use a new date as if that solves the old problem.
Can a contractual expiry period also be interrupted?
Not as a matter of course. Expiry periods may require a specific act and follow a different regime. Read the clause and the statutory rules carefully. A general letter reserving your rights may be insufficient for that purpose.
Further reading on this topic
- Business loan not repaid: what can you do?
- Business notice of default: step-by-step plan and sample letter
- Business debt collection step by step
Sources and legal basis
- Dutch Civil Code, Book 3: Articles 37, 307–310, 316–319, 322 and 324.
- Dutch Civil Code, Book 7: including Article 23 for claims in the case of sale.
