Statute of Limitations on B2B Debts in Poland

This guide is general legal information, not legal advice. How the rules apply depends on your individual circumstances, and the matter should be assessed by a qualified Polish lawyer. Twoja Sprawa helps you organise the documents for that assessment.

Has your Polish business partner been sitting on an unpaid invoice for years, and you're only now getting round to chasing it? Time is not on your side. Under Polish law, a limitation period (przedawnienie) means that once the statutory deadline passes, the debtor can simply refuse to pay — and the court will let them, even if the debt is genuine and undisputed. For most claims arising from business activity, that deadline is a mere 3 years (Article 118 of the Polish Civil Code). The good news for Poles based in the UK: the clock can be reset, and the whole case can be run remotely, on the strength of a power of attorney given to a lawyer in Poland — no need to fly back.

This article explains how long the limitation period runs, how it's calculated, what resets it, and how to act from England before your claim expires.

How long is the limitation period for B2B claims in Poland

The starting point is Article 118 of the Civil Code. It sets two general limitation periods:

• 6 years — the default period for most civil-law claims,
• 3 years — for claims involving periodic performance (e.g. rent, interest) and, crucially, for claims connected with running a business.

For B2B relationships, it's this three-year period that matters most. If you supplied goods or services through your company and your counterpart never paid, your claim for the invoice generally lapses after 3 years.

Bear in mind that some types of contract carry their own special limitation periods, which override the general rule. For example:

• claims arising from a sale made in the course of the seller's business — 2 years (Art. 554 Civil Code),
• claims arising from a contract for specific work (umowa o dzieło, a Polish construction/services contract) — 2 years (Art. 646 Civil Code),
• claims arising from a carriage/transport contract — often just 1 year.

That's why the first step in any recovery case is to correctly classify the underlying contract and identify the right limitation period. This is a job for a lawyer — get it wrong and you may find the claim expired sooner than you thought.

How the limitation period is counted — start and end dates

The limitation clock starts running from the day the claim became due (Art. 120 Civil Code) — typically the day after the payment deadline stated on the invoice or in the contract.

There's a crucial rule that's easy to overlook. Under Article 118, the limitation period ends on the last day of the calendar year, unless the period itself is shorter than two years.

What does that mean in practice? A three-year period doesn't expire on the exact anniversary of the due date — it's rounded forward to 31 December.

Illustrative example: an invoice fell due on 15 March 2023. Counted "day for day", the three-year period would expire on 15 March 2026 — but the rule in Article 118 pushes the deadline to 31 December 2026. That gives the creditor several extra months. These dates are illustrative only; in any real case they must be calculated individually.

The "end of year" rule does not apply to periods shorter than 2 years — such as the one-year period for carriage claims mentioned above. There, the exact date applies. Another reason to have a lawyer, not guesswork, calculate the deadline.

What resets the limitation period

The most important thing for a creditor to know: the limitation clock is not irreversible. It can be reset, and once reset it starts running afresh (Art. 124 Civil Code). Under Article 123 § 1 of the Civil Code, the limitation period is interrupted by:

1. Any step taken before a court or other body empowered to hear disputes or enforce claims, made directly for the purpose of pursuing, establishing, satisfying or securing the claim — in practice, above all, filing a claim (including electronically), applying for a court-supervised settlement attempt, or lodging an enforcement application.
2. Acknowledgement of the debt by the debtor — that is, the debtor admitting the debt exists.

Acknowledgement of debt is often the simplest and cheapest way to "reset the clock". It can take the form of an explicit statement, but also conduct showing the debtor treats the debt as real — for example:

• a written or emailed confirmation of the outstanding balance,
• a request to pay the debt in instalments,
• a partial, voluntary payment.

Any of these can interrupt the limitation period and start the three-year clock running afresh.

A separate mechanism is suspension of the limitation period — for example, for the duration of mediation (Art. 121 Civil Code). Suspension differs from interruption: the clock "pauses" and, once the obstacle ends, continues from where it left off, rather than starting again from zero. This distinction can be contentious in practice, so it's worth having it reviewed by a lawyer against the specific facts of your case.

What happens once a claim becomes time-barred

Expiry of the limitation period doesn't make the debt vanish. Even afterwards, the debtor may still choose to pay voluntarily, and the claim continues to exist as what Polish law calls a "natural obligation". What does change, fundamentally, is that the debtor gains the right to refuse to satisfy the claim (Art. 117 Civil Code). In practice, they can raise a limitation defence in court and win, even though the debt was genuine.

Importantly, a Polish court automatically takes limitation into account in cases against a consumer. In B2B relationships, by contrast, the debtor generally has to raise the limitation defence themselves — the court will not do it on their behalf. For a B2B creditor, this means a time-barred claim can still be worth pursuing if the debtor fails to raise the defence — but relying on that is a risky strategy.

The conclusion is simple: don't wait. The sooner you act, the better your chances of recovering the money, and the less risk that the debtor will shield themselves behind limitation.

How to act remotely from the UK before the deadline passes

Based in the UK while your debtor runs a business in Poland? The limitation period can be interrupted, and the whole case handled from a distance:

1. Power of attorney — you grant a power of attorney to an advocate (adwokat) or legal counsel (radca prawny — a Polish-qualified lawyer, broadly equivalent to a UK solicitor) in Poland. The document can be signed in the UK and sent over; for some steps, notarisation is useful — note that a Polish notariusz (a civil-law notary who drafts and certifies official documents) is not the same role as a UK notary public.
2. Documents — scans are usually enough: the contract or purchase order, the invoice, proof of delivery or performance, and correspondence with the debtor (emails, messages, balance confirmations).
3. Calculating the deadline — your representative works out exactly when limitation actually expires, and checks whether it has already been interrupted or suspended.
4. Interrupting the clock — where the deadline is close, a claim is filed, often through the electronic writ-of-payment procedure (e-Sąd, Poland's online small-claims-style court), which interrupts limitation.
5. Enforcement — once a payment order or judgment is obtained, a court bailiff (komornik) takes the case forward.

All communication with your representative can happen by email, phone, and online. Your physical presence in Poland usually isn't required.

We cover the step-by-step process in related articles: How to Recover a Debt from a Polish Company, Poland's E-Court (EPU): Filing an Online Payment Claim, and Polish Payment Order (Nakaz Zapłaty): How to Get One and Enforce It.

Frequently Asked Questions

After how many years does an invoice between businesses become time-barred in Poland? As a general rule, after 3 years — this is the period for claims connected with running a business (Art. 118 Civil Code). Some contracts (e.g. sale, work contracts, carriage) carry their own shorter periods, so every case is worth checking with a lawyer.

Does the deadline fall exactly on the anniversary of the invoice? No. For periods of two years or longer, the limitation period ends on the last day of the calendar year (31 December). A three-year period is therefore rounded forward to year-end, giving the creditor extra time.

Does the debtor acknowledging the debt reset the clock? Yes. Acknowledgement of the claim — including a request for instalments, confirmation of the balance, or a partial payment — interrupts the limitation period, which then starts running afresh (Articles 123 and 124 Civil Code).

Can I still pursue a debt that has already become time-barred? The claim still exists, but the debtor can raise a limitation defence and refuse to pay. In B2B cases, the court does not apply limitation automatically — the debtor has to invoke it. Pursuing a time-barred debt is therefore risky, though not always pointless.

Can I interrupt limitation and run the case while living in the UK? Yes. You simply grant a power of attorney to a lawyer in Poland and send scanned documents. Filing a claim (e.g. via e-Sąd) interrupts the limitation period, and the case can be run entirely remotely.

Legal basis

• Act of 23 April 1964 — Civil Code (ISAP, Polish)
• Act of 13 April 2018 amending the Civil Code and certain other acts (shortening of limitation periods, ISAP, Polish)