How long does the debt recovery period last? Key notes on the statute of limitations for initiating lawsuits

11 October, 2026 | TNTP LAW | Debt collection

In business operations, situations where customers or partners delay payments and extend outstanding debts are quite common. Many enterprises continue sending reminder emails, official letters, or negotiating for a long time without realizing that the statute of limitations for initiating a lawsuit to claim payment may be approaching its expiry.

Current law does not provide a general debt recovery period applicable to all types of corporate debts. Therefore, to avoid the risk of missing the statute of limitations, enterprises need to clearly distinguish between the payment deadline and the statute of limitations for initiating lawsuits, while also determining whether the dispute falls under civil law, commercial law, construction law, or other specialized legal frameworks.

In this article, TNTP will analyze several important issues that enterprises should note regarding the statute of limitations for initiating lawsuits in relation to debts arising from contracts.

1. How long is the debt recovery period for enterprises?

1.1. Distinguishing between the payment deadline and the statute of limitations for initiating a lawsuit

Payment deadlines and statutes of limitations for filing a lawsuit are two entirely different issues.

A payment deadline refers to the time or period in which the obligor must pay the creditor the amount due under the contract or agreement between the parties. The statute of limitations for initiating a lawsuit, on the other hand, is the period prescribed by law during which a party may request a dispute resolution authority to protect its legitimate rights and interests.

Accordingly, the fact that a debt is overdue does not necessarily mean that the statute of limitations has expired. Conversely, if an enterprise allows a debt to remain outstanding for a long time without applying appropriate legal measures, it may face the risk of missing the statute of limitations for initiating a lawsuit.

1.2. Is the statute of limitations for debt recovery 2 years or 3 years?

For commercial business disputes: According to Article 319 of the Commercial Law 2005, the statute of limitations for initiating a lawsuit is 2 years from the time the legitimate rights and interests are infringed.
For civil disputes: According to Article 429 of the Civil Code 2015, the statute of limitations for initiating a lawsuit to request resolution of a civil contract dispute is 3 years from the date the entitled party knows or should know that its legitimate rights and interests have been infringed.

Thus, when handling a specific debt, enterprises must determine the nature of the contractual relationship and the applicable law in order to correctly identify the applicable statute of limitations.

2. From what point is the statute of limitations for debt recovery calculated?

2.1. Case where the contract specifies a payment deadline

If the contract clearly stipulates the payment date, the legitimate rights and interests are considered infringed when the payment obligation becomes due, but the obligor fails to perform or perform incompletely.

For commercial business disputes: According to Article 319 of the Commercial Law 2005, the statute of limitations is calculated from the time the legitimate rights and interests are infringed.
For civil contract disputes: According to Article 429 of the Civil Code 2015, the statute of limitations begins from the date the entitled party knows or should know that its legitimate rights and interests have been infringed.

Enterprises should pay special attention to contracts with multiple payment installments. In such cases, the time of breach and the statute of limitations for each payment obligation may need to be considered separately according to the contract terms.

2.2. Case where the contract does not specify a payment deadline

If the contract does not stipulate a specific payment deadline, the date of contract signing is not considered the starting point for calculating the statute of limitations. Enterprises must determine the due date for payment based on applicable legal provisions. For example:

Under Article 55 of the Commercial Law 2005, if there is no agreement, the buyer must pay at the time the seller delivers the goods or related documents; or
Under Article 87 of the Commercial Law 2005, if there is no agreement and no established practice between the parties regarding payment, the payment deadline is the time when the service provision is completed.

Thus, in cases where the contract does not specify a payment deadline, enterprises must determine the due date of the obligation according to the nature of the contractual relationship before calculating the statute of limitations.

2.3. Cases where the statute of limitations may restart

An important issue in debt recovery is the point at which the statute of limitations for initiating a lawsuit may restart. According to Article 157 of the Civil Code 2015, the statute of limitations for initiating a civil lawsuit restarts if:

The obligor acknowledges part or all of their obligation to the claimant;
The obligor acknowledges or fulfills part of their obligation; or
The parties reconcile with each other.

Accordingly, the statute of limitations restarts from the day following the occurrence of the event that triggers the restart.

This regulation is particularly significant in the debt recovery process. Debt reconciliation minutes, payment obligation confirmation records, written commitments to repay, or partial payments by the debtor may serve as important evidence to determine whether the obligor has acknowledged the obligation and whether the statute of limitations has restarted. However, enterprises should note that unilateral actions by the creditor, such as sending official letters, emails, or notices demanding payment, are not among the grounds listed in Article 157 of the Civil Code 2015 for restarting the statute of limitations.

In addition to cases of restarting the statute of limitations, the Civil Code 2015 also provides for periods that are not counted toward the statute of limitations. According to Article 156 of the Civil Code 2015, when a force majeure event or objective obstacle occurs that prevents the entitled party from initiating a lawsuit within the statute of limitations, such time is excluded. Whether a case falls under this provision must be assessed based on specific circumstances and evidence.

3. Can enterprises recover debts after the statute of limitations has expired?

3.1. Enterprises may still initiate lawsuits at competent authorities even after the statute of limitations has expired

According to Article 186 of the Civil Procedure Code 2015, agencies, organizations, and individuals have the right to initiate lawsuits themselves or through their legal representatives to request competent authorities to protect their legitimate rights and interests.
According to Clause 2, Article 184 of the Civil Procedure Code 2015, the court only applies the statute of limitations if one or both parties request its application, and such request must be made before the first-instance court issues a judgment or decision resolving the case.

Accordingly, if the statute of limitations has expired but neither party requests its application within the prescribed timeframe, the court will not apply it on its own. The enterprise’s lawsuit request will still be considered and resolved in accordance with the law.

In addition, even after the statute of limitations has expired, enterprises may continue to request payment, reconcile debts, negotiate, and mediate with the debtor.

Thus, in cases where the statute of limitations has expired but the parties cannot agree on a debt settlement plan and the debtor avoids fulfilling obligations, enterprises may still proceed with negotiation, mediation, and filing lawsuits at competent authorities to protect their legitimate rights and interests.

3.2. Notes on principal debt and interest after the statute of limitations has expired

According to Precedent No. 81/2025/AL, if the parties have terminated contract performance and the obligor has acknowledged the amount payable, the dispute may be classified as a claim for recovery of property, in which case the statute of limitations does not apply.

Therefore, even after the statute of limitations has expired, enterprises may still recover the principal debt. However, regarding interest, the dispute resolution authority may reject claims for interest payments if the statute of limitations has already expired.

4. What should enterprises do before the statute of limitations for debt recovery expires?

4.1. Review all documents and determine the statute of limitations accurately

As soon as a debt becomes overdue, enterprises should review documents including: contracts and appendices; purchase orders, quotations, delivery records; acceptance records; invoices and payment vouchers; debt reconciliation minutes; emails and messages exchanged between parties; written commitments or repayment plans from the obligor; and other documents showing the debtor’s intent regarding the debt.

4.2. Send a Payment Request Letter/Official Demand for Payment

When the debtor delays performance, enterprises should send a written demand specifying:

The basis of the debt;
The outstanding amount;
The due date of the obligation;
The deadline for payment;
Late payment interest, penalties, or other obligations (if any);
Legal measures to be taken if the debtor continues to default.

This document serves as evidence of the enterprise’s demand and preparation of proof for dispute resolution at competent authorities. However, as analyzed earlier, sending such a demand does not automatically restart the statute of limitations unless the debtor’s actions fall under the cases listed in Article 157 of the Civil Code 2015.

4.3. Reconcile and confirm debts

During negotiation, enterprises should prepare debt reconciliation or confirmation record clearly stating:

The debt amount;
The basis of the debt;
Amounts already paid;
Outstanding amounts;
Repayment deadline or plan.

If the document shows that the obligor acknowledges the debt, it not only serves as important evidence of the payment obligation but may also be grounds for restarting the statute of limitations under Article 157 of the Civil Code 2015.

4.4. Do not prolong negotiations when the statute of limitations is about to expire

Negotiation is often a more time- and cost-efficient option compared to dispute resolution at competent authorities. However, enterprises must set clear limits for this process.

If the debtor promises payment but does not confirm the obligation in writing, does not make partial payments, or does not propose a practical repayment plan, enterprises should be particularly cautious of potential risks.

In addition, if the contract stipulates arbitration as the dispute resolution method, enterprises must also check the statute of limitations under the law. According to Article 33 of the Law on Commercial Arbitration, unless otherwise provided by specialized laws, the statute of limitations for initiating arbitration proceedings is two years from the time the legitimate rights and interests are infringed.

5. Key notes to help enterprises minimize risks in debt recovery

To avoid passivity in the debt recovery process, enterprises should establish a debt control mechanism right from contract conclusion and performance. Specifically:

Clearly stipulate payment deadlines in contracts

When contracts specify payment dates, conditions, and supporting documents, enterprises have a clear basis to determine the time of breach and the applicable statute of limitations.

Monitor the statute of limitations from the moment the debt arises

Enterprises should not only track overdue days but also monitor debts that are approaching the statute of limitations.

Maintain complete records and evidence

Enterprises must keep contracts, delivery and acceptance records, invoices, payment vouchers, and electronic communications related to debt obligations. Particularly, debt confirmation minutes, repayment commitments, or partial payment records are crucial not only as evidence but also for determining whether the statute of limitations has restarted.

File lawsuits promptly when the debtor shows signs of non-cooperation or delays

For large debts or those at risk of being difficult to recover, enterprises should evaluate litigation options early rather than waiting until the statute of limitations is nearly expired.

Comply with agreed procedures in contracts and debt reconciliation records

If contracts or debt reconciliation documents stipulate procedures, timelines, and obligations, enterprises must strictly adhere to them. Proper compliance ensures clarity on the amount owed, the due date, and provides solid grounds for proving claims in case of disputes.

The law does not prescribe a single “debt recovery period” applicable to all corporate debts. Depending on the nature of the dispute, the statute of limitations may be determined under Article 319 of the Commercial Law with a period of 2 years, Article 429 of the Civil Code with a period of 3 years, or under other relevant specialized laws.

Moreover, the statute of limitations is not necessarily calculated from the date of contract signing or invoice issuance but must be determined based on the due date of the payment obligation and the point at which the enterprise’s legitimate rights and interests are infringed. Events such as the obligor acknowledging the obligation, making partial payments, or the parties reconciling may directly affect the calculation of the statute of limitations.

Therefore, enterprises should monitor the statute of limitations alongside debt management, maintain complete evidence, and proactively apply appropriate legal measures before the right to sue is at risk of expiring. At the same time, enterprises should consider initiating lawsuits once debts are overdue by three months to minimize the risk of irrecoverable debts and to gain an advantage in dispute resolution and enforcement proceedings. Early litigation may also establish priority in payment when the debtor has multiple obligations to different creditors.

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