Every claim for an unpaid invoice has a deadline. Miss it and the customer has a defence, however clear the debt. This guide is for small businesses and freelancers in England and Wales. It explains how long the law gives, when the clock starts, what restarts it and what does not stop it.
The basic periods: six years and twelve years
The rules are in the Limitation Act 1980.
- Six years for an ordinary contract. Section 5 says an action founded on simple contract "shall not be brought after the expiration of six years from the date on which the cause of action accrued". A simple contract is, broadly, one not made by deed.
- Twelve years for a specialty. Section 8 gives twelve years for "an action upon a specialty". In THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6 the Supreme Court called those words "somewhat archaic". The same judgment quotes an earlier description of a contract under seal, in modern terms a contract made by deed, as "the obvious and most common case". Section 8 does not apply where the Act sets a shorter period for the claim.
Most invoices arise under simple contracts, so six years is the usual period.
When the clock starts: not the invoice date as such
Time runs from when the "cause of action accrued". That means the moment when everything needed to sue for the money was in place. For a debt, it is when the right to be paid arose under the contract. The date printed on the invoice does not fix it.
The High Court looked at this in Ice Architects Ltd v Empowering People Inspiring Communities [2018] EWHC 281 (QB). An architect finished design work in 2008 and invoiced in April 2009. The appointment letter said the client "will endeavour to make payment within 30 days of receipt". The claim was issued in May 2015, more than six years after the work. The architect argued that time ran only from 30 days after the invoice was received. The court disagreed and held the claim was out of time. It applied a rule taken from Coburn v Colledge (1897): where someone does work for another on terms that they will be paid, the right to payment arises as soon as the work is done, "unless there is some special term of the agreement to the contrary". The 30-day wording was treated as dealing only with the mechanics of billing and payment. The judge said clear words are needed before a contract will be read as letting the creditor control when time starts.
Three points follow from the judgment:
- Sending an invoice late does not start the clock late.
- A credit period does not necessarily postpone the start. It depends on what the contract says about when the entitlement to payment arises.
- The contract can make something else a condition of the right to be paid. The judgment gives the example of Henry Boot Construction Ltd v Alstom Combined Cycles Ltd [2005] EWCA Civ 814, where an engineer's certificate was a condition of the contractor's entitlement, so the right to payment arose when the certificate was issued.
What counts as bringing a claim
The Act says the action must be "brought" in time. Under rule 7.2 of the Civil Procedure Rules (CPR), proceedings are started when the court issues a claim form at the claimant's request. Practice Direction 7A adds that if the claim form was received in the court office on an earlier date than the date of issue, the claim is "brought" for Limitation Act purposes on that earlier date. Issuing a debt claim explains the process.
What does not stop the clock
Chasing does not stop time. Nor, by themselves, do a letter before action, a promise made over the phone or a negotiation. Paragraph 17 of the Practice Direction on Pre-Action Conduct states that it and the pre-action protocols "do not alter the statutory time limits for starting court proceedings". The same paragraph says that if a claim has to be started to meet a deadline before the pre-action steps are finished, the parties should ask the court to pause the case while they complete them. The pre-action steps are described in the letter before action guide.
Limitation is a defence, not an automatic bar. Practice Direction 16 requires a defendant to give details of the expiry of any limitation period relied on.
Acknowledgment and part payment restart time
Section 29(5) of the Act applies to "any debt or other liquidated pecuniary claim", which includes an invoice for a fixed sum. If the person liable acknowledges the claim or makes any payment in respect of it, the right of action is treated as having accrued on the date of the acknowledgment or payment. In practice the six years start again.
The conditions are strict:
- An acknowledgment must be in writing and signed by the person making it (section 30(1)). A spoken admission is not enough.
- Who makes it and who receives it matters. It must be made by the person liable, or their agent, to the creditor or the creditor's agent (section 30(2)).
- A payment needs no writing, but it must be a payment in respect of the debt. A payment of interest is treated as a payment in respect of the principal debt (section 29(6)).
- Co-debtors are treated differently. An acknowledgment binds only the person who made it and their successors. A payment binds everyone liable for the debt (section 31(6) and (7)).
- Time can be extended repeatedly by further acknowledgments or payments (section 29(7)).
In Bradford & Bingley plc v Rashid [2006] UKHL 37, letters written on a debtor's behalf said he was not in a position to repay "the outstanding balance" and later offered a sum towards "the outstanding amount". The House of Lords held they were acknowledgments under section 29(5), even though they stated no figure for the debt. It also held the letters were not protected by the "without prejudice" rule. Later courts have summarised the reasoning as being that there was no dispute about the existence or amount of the liability; the only discussion was about when and how much he could pay.
A debt already out of time cannot be revived
Section 29(7) ends with an important limit: "a right of action, once barred by this Act, shall not be revived by any subsequent acknowledgment or payment". An acknowledgment or payment only helps if it came while the period was still running.
Standstill agreements
Parties sometimes agree in writing that time will stop running, or that a limitation defence will not be taken, for a set period while they negotiate. This is called a standstill agreement. The Pre-Action Protocol for Professional Negligence describes it as an agreement "to extend the period in which a limitation defence will not be pursued". It needs the other side's agreement, and its effect depends on its exact wording. In Russell v Stone [2017] EWHC 1555 (TCC) the dispute was whether standstill agreements suspended time or only extended it to a fixed date, which decided whether a claim form was one day late. The court held those agreements suspended time and the claims were not barred.
After judgment
A judgment has time limits of its own. Section 24 bars a fresh action on a judgment after six years from when it became enforceable, and stops arrears of judgment interest being recovered more than six years after the interest became due. See enforcing a County Court judgment.
What a solicitor will want from you
- The contract, terms and conditions, purchase order or appointment letter, and whether any of it was signed as a deed.
- The payment terms: when payment was due and whether anything, such as a certificate or sign-off, had to happen first.
- The dates the work was completed or the goods delivered, for each invoice.
- Each invoice and every payment received, with dates.
- Anything in writing from the customer admitting the debt, with the date, who signed it and who it was sent to.
- Any written agreement to pause or extend time.
This guide is general information about the law of England and Wales. It is not legal advice. When a limitation period started and whether it has been restarted depend on the contract wording and the dates in each case, and a claim issued even one day late can be defeated.
Frequently asked
How long do I have to claim an unpaid invoice?
Section 5 of the Limitation Act 1980 says an action founded on simple contract cannot be brought more than six years after the cause of action accrued. Where the contract was made by deed, section 8 gives twelve years. Those periods run from when the right to be paid arose, which can be earlier than the invoice date.
Does the six years run from the date on the invoice?
Not as such. Time runs from when the right to payment arose under the contract. For work or services, the courts have held that, unless the contract clearly says otherwise, that is when the work was done. In one High Court case that was so even though the invoice came later and the contract referred to payment within 30 days.
Does chasing the debt or sending a letter before action stop the clock?
No. The Practice Direction on Pre-Action Conduct says the pre-action rules do not alter the statutory time limits for starting court proceedings. Time stops running when a claim is brought, which broadly means the claim form reaching the court to be issued.
Does a part payment or a written admission restart the time limit?
Yes, if it happens before the time limit has expired. Under section 29 of the Limitation Act 1980 a signed written acknowledgment of the debt, or a payment towards it, makes the six years run again from that date. Once a debt is already barred, a later acknowledgment or payment does not revive it.