Limitation of Commercial Claims in Romania: Key Periods

Legal position as at: 24 October 2026

An unpaid invoice does not stay enforceable in court forever. Under Romanian law, the right to bring an action for a monetary claim is subject to extinctive prescription (prescripția extinctivă), the Romanian equivalent of a limitation period. Once it has run, the debtor can refuse to pay and the court must dismiss the claim if the debtor raises the defence in time. This article explains the periods that matter for businesses, when they start, what interrupts or suspends them, and how to keep a claim alive.

The rules are in the Romanian Civil Code (Law no. 287/2009, republished), Articles 2500 to 2544.

What limitation extinguishes

Limitation extinguishes the substantive right of action if it is not exercised within the period set by law (Article 2500(1)). The right of action means the right to compel a person, with the help of public authority, to perform, to respect a legal situation or to bear another civil sanction (Article 2500(2)). Claims with a patrimonial object, such as payment claims, are subject to limitation unless the law provides otherwise (Article 2501(1)).

Limitation does not erase the debt itself. Three consequences follow:

• limitation does not operate automatically (Article 2506(1));
• after the period has expired, the debtor may refuse to perform (Article 2506(2));
• a debtor who pays voluntarily after expiry cannot recover the payment, even if unaware that the period had run (Article 2506(3)).

A written acknowledgement of the debt, or security granted to the creditor, after the period has expired is also valid, even if the debtor did not know the period had run; the rules on waiver of limitation then apply (Article 2506(4)).

The limitation periods that matter for businesses

The general period: three years

The general limitation period is three years, unless the law provides for another period (Article 2517). Most commercial payment claims fall under it: unpaid invoices for goods or services, contractual penalties, claims for damages for breach of contract and claims for restitution.

Shorter and longer periods

The Civil Code sets several special periods. Those most relevant to commercial practice are:

For the one-year periods, continued supply of goods or services does not interrupt limitation for amounts already due (Article 2520(2)). A retail supplier who keeps delivering to a customer in arrears should therefore not assume that the old invoices are safe.

Can the parties change the period by contract?

Within limits, yes. Parties with full legal capacity may, by express agreement, change the duration of limitation periods, their starting point and the legal causes of suspension or interruption (Article 2515(3)). The agreed period may not be shorter than one year or longer than ten years; periods of ten years or more may be extended up to twenty years (Article 2515(4)).

These derogations do not apply to rights the parties cannot dispose of, nor to actions arising from adhesion contracts, insurance contracts or contracts subject to consumer protection law (Article 2515(5)). Any clause contrary to these rules is absolutely null (Article 2515(6)).

When the period starts

The general rule is that limitation starts on the date when the holder of the right knew or, in the circumstances, should have known that the right of action arose (Article 2523).

For contractual obligations to give or to do, limitation starts when the obligation becomes due and the debtor should have performed (Article 2524(1)). For an invoice, this is normally the payment due date agreed in the contract or stated on the invoice. Where the right is subject to a suspensive term or condition, limitation starts when the term expires or the condition is fulfilled (Article 2524(2) and (3)).

For successive performances, such as monthly rent or periodic service fees, limitation runs separately for each instalment from its due date. If the instalments form a single whole, it runs from the due date of the last instalment (Article 2526).

Two special starting points are often misunderstood:

• Hidden defects. For goods or works other than buildings, limitation starts one year after delivery or final acceptance, unless the defect was discovered earlier, in which case it starts on discovery. For buildings, the corresponding period is three years (Article 2531(1)).
• Annulment of a contract. For relative nullity based on error and similar grounds, limitation starts when the entitled person learned of the ground for annulment, but no later than 18 months from conclusion of the contract; for duress, when the duress ceased; for fraud, when it was discovered (Article 2529(1)).

Interruption: starting the clock again

Interruption erases the time already elapsed, and a new limitation period starts to run (Article 2541(1) and (2)). According to Article 2537, limitation is interrupted:

Acknowledgement by the debtor

Acknowledgement may be unilateral or agreed, express or tacit (Article 2538(1)). A tacit acknowledgement must result unequivocally from conduct confirming the existence of the right. The Code gives examples: partial payment of the debt, payment of all or part of the interest or penalties, and a request for more time to pay (Article 2538(2)).

In practice, a signed balance confirmation, a payment plan, an email in which the debtor confirms the amount and asks for time, or a partial payment are all strong evidence. After an acknowledgement, a new period of the same kind starts to run (Article 2541(3)).

Court action and arbitration

A claim filed in court or in arbitration interrupts limitation even if it was filed with a court that lacks jurisdiction or is void for lack of form (Article 2539(1)). The interruption does not take effect, however, if the claimant withdraws the claim, or if it is dismissed, annulled or lapses by a final decision. If, within six months after the dismissal or annulment becomes final, the claimant files a new claim that is upheld, limitation is considered interrupted by the first claim (Article 2539(2)).

When limitation is interrupted by a court claim, the new period for enforcement does not start until the judgment upholding the claim becomes final (Article 2541(4)).

Formal notice: only if followed by a claim within six months

A formal notice to pay interrupts limitation only if the creditor sues the debtor within six months of the notice (Article 2540). A demand letter alone, whether sent by registered post or through a court bailiff, does not protect the claim indefinitely.

The same rule applies to the summons to pay (somație) that must precede a payment order application: under Article 1015(2) of the Civil Procedure Code, the summons interrupts limitation in accordance with Article 2540 of the Civil Code.

Who benefits

The effects of interruption benefit the person who made the interrupting act and can be invoked only against the person to whom it was addressed, unless the law provides otherwise (Article 2542(1)). Interruption against the principal debtor or the guarantor (fideiussor) has effect against both (Article 2543).

Suspension: stopping the clock

Suspension does not erase elapsed time. The period stops running while the cause lasts and then resumes, the time elapsed before suspension being taken into account (Article 2534(1)). Article 2532 lists the general causes. Those most relevant between businesses are:

• deliberate concealment: while the debtor deliberately hides the existence or due date of the debt from the creditor (point 5);
• amicable negotiations: for the entire duration of negotiations aimed at settling the dispute, but only if they took place in the last six months before the limitation period expires (point 6);
• mandatory or contractual prior procedures: where the law or the contract requires or allows a prior procedure, such as an attempt at conciliation, until the creditor learns or should learn its result, but for no more than three months from the start of that procedure, unless the law or the contract provides another period (point 7);
• force majeure: while it prevents the creditor from interrupting limitation; temporary force majeure suspends limitation only if it occurs in the last six months before expiry (point 9).

After a cause of suspension ends, limitation cannot be completed before six months have passed. For periods of six months or less, the minimum is one month (Article 2534(2)). Suspension may be invoked only by the party prevented from taking interrupting steps (Article 2535), and suspension against the principal debtor or the guarantor affects both (Article 2536).

Be careful with negotiations. Talks held early in the period do not suspend it. If you negotiate in the last six months, keep written evidence that negotiations were genuinely taking place and when they ended.

Raising limitation in court

The court cannot apply limitation of its own motion (Article 2512(2)). The debtor must raise it, and may do so only before the first-instance court, in the statement of defence or, at the latest, at the first hearing to which the parties were duly summoned (Article 2513). If the debtor misses that moment, the defence is lost in that case.

A creditor who has missed the period for good reasons may ask the court to be reinstated in time, but only if the action is brought within 30 days from the day the creditor learned or should have learned that those reasons had ceased (Article 2522).

Practical steps to protect your receivables

• Track due dates, not invoice dates. The period usually runs from the due date. Build alerts into your accounting system well before the third anniversary of each due date.
• Collect acknowledgements. Ask regularly for signed balance confirmations. Keep emails in which the debtor confirms the amount or asks for time. A partial payment also helps, but document what it relates to.
• Do not rely on demand letters. A formal notice interrupts limitation only if you sue within six months. Calendar that six-month deadline from the day you send the notice.
• Consider the payment order procedure. For certain, liquid and due claims based on a document, the payment order under Articles 1014 and following of the Civil Procedure Code is often a faster route. Its prior summons interrupts limitation under the same six-month rule.
• Register claims in insolvency. If the debtor enters insolvency proceedings, registering your claim interrupts limitation. Watch the registration deadline set in the insolvency proceedings, which is separate from the limitation period.
• Check contractual clauses. A limitation clause in general terms and conditions may shorten your own period. Review standard terms you sign and those you impose.
• Act early. Filing on the last day is legally possible, but leaves no margin for a defective filing or an unexpected procedural issue.

When to seek legal advice

Legal advice is worth seeking as soon as a significant receivable is overdue and the debtor does not respond, and in any case well before the third year from the due date. It is also useful before you rely on negotiations or a demand letter to protect the claim, and before you sign contracts that change limitation periods. Our practice assists businesses with the recovery of commercial claims, from the first summons to enforcement.

This article provides general information on Romanian law as at the date shown above and is not legal advice for a specific case. If you would like us to review your situation, please write to